NeoTerrex Minerals — Proxy Solicitation & Information Statement 2023

Sep 29, 2023

SPITFYRE CAPITAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

OCTOBER 23, 2023

AND

MANAGEMENT INFORMATION CIRCULAR

DATED SEPTEMBER 22, 2023

This Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS 3
MANAGEMENT INFORMATION CIRCULAR 1
SOLICITATION OF PROXIES 1
APPOINTMENT AND REVOCATION OF PROXIES 2
QUALIFYING TRANSACTION 4
VOTING SHARES 5
PRINCIPAL HOLDERS OF VOTING SECURITIES 5
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 5
MATTERS TO BE CONSIDERED AT THE MEETING 5
STATEMENT OF EXECUTIVE COMPENSATION Background to Executive Compensation 21
AUDIT COMMITTEE 23
INDEBTEDNESS OF DIRECTORS AND OFFICERS 25
CORPORATE GOVERNANCE 26
MANAGEMENT CONTRACTS 27
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 27
AUDITOR 28
OTHER MATTERS COMING BEFORE THE MEETING 28
ADDITIONAL INFORMATION 28
DIRECTORS' APPROVAL 28
Schedule A AUDIT COMMITTEE CHARTER 29
Schedule B STOCK OPTION PLAN 37
Schedule C BY-LAW No. 1 53
Schedule D SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO) 73

SPITFYRE CAPITAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT the annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders") of Spitfyre Capital Inc. (the "Corporation") will be held on Monday, October 23, 2023 at 10:00 a.m. (Toronto time), at 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, as it may be adjourned or postponed, for the following purposes:

• 1. to receive the audited financial statements of the Corporation as at and for the year ended December 31, 2022, together with the notes thereto and the auditor's report thereon;
• 1. to fix the number of directors to be elected at the Meeting at five (5);
• 1. to elect the directors of the Corporation that will hold office until the earlier of the next annual general meeting of the Corporation or the completion of the Corporation's proposed qualifying transaction with NeoTerrex Corporation (the "Qualifying Transaction"), as more fully described in the management information circular dated September 22, 2023 (the "Management Information Circular") accompanying this notice of Meeting;
• 1. conditional upon completion of the proposed Qualifying Transaction, to elect the directors of the Corporation that will hold office from the effective time of the completion of the closing of the Qualifying Transaction (the "Effective Time") until the close of the next annual meeting of Shareholders or until their successors are elected or appointed, as more fully described in the Management Information Circular;
• 1. to re-appoint MNP LLP as auditors of the Corporation and to authorize the board of directors of the Corporation to fix their remuneration;
• 1. conditional upon completion of the Qualifying Transaction, to appoint Raymond Chabot Grant Thornton LLP as the auditor of the Corporation from the Effective Time until the close of the next annual meeting of Shareholders, as more fully described in the Management Information Circular;
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the stock option plan of the Corporation (attached as Schedule B to the Management Information Circular), as more fully described in the Management Information Circular, with the full text of the resolution set forth in the Management Information Circular;
• 1. to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the amendment of the articles of the Corporation to change the name of the Corporation to "NeoTerrex Incorporated" or such other similar name as the board of directors, in its sole discretion, deems appropriate or as required by applicable regulatory authorities, conditional upon the completion of the Qualifying Transaction, as more fully described in the Management Information Circular, with the full text of the resolution set forth in the Management Information Circular;
• 1. to consider, and if deemed advisable, to pass, with or without variation, a special resolution approving the continuance of the Corporation from the Province of Ontario under the Business Corporations Act (Ontario) into the Federal jurisdiction of Canada under the Canada Business Corporations Act, and the adoption of a new general by-law of the Corporation (attached as Schedule C to the Management Information Circular), as more fully described in the Management Information Circular, with the full text of the resolution set forth in the Management Information Circular (the "Continuance Resolution"); and
• 1. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular accompanying this notice of Meeting.

Only Shareholders of record as of September 18, 2023, are entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof.

Dissent Rights

The registered shareholders of the Corporation have the right to dissent in respect of the Continuance Resolution, and if such resolution becomes effective, to be paid the fair value of his, her or its common shares in accordance with the provisions of Section 185 of the Business Corporations Act (Ontario). The dissent rights are described in detail in the Management Information Circular.

IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. If you are unable to attend the Meeting, Shareholders are encouraged to vote by the form of proxy pursuant to the instructions in this Notice of Meeting. To be effective, you must date, sign and return the enclosed form of proxy to the Corporation's transfer agent, Odyssey Trust Company, Trader's Bank Building, Suite 702, 67 Yonge St., Toronto, Ontario, M5E 1J8, Attention: Proxy Department in the enclosed self-addressed envelope or registered shareholders can vote online athttps://login.odysseytrust.com/pxlogin with your control number not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment or postponement thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder's attorney authorized in writing or, if the Shareholder is a company, by an officer or attorney thereof duly authorized.

All documents required to be delivered by a Shareholder should be delivered to Odyssey Trust Company at:

Odyssey Trust Company, at Trader's Bank Building, Suite 702, 67 Yonge St., Toronto, Ontario
https://login.odysseytrust.com/pxlogin, control number required

DATED at Toronto, Ontario this 22nd day of September, 2023.

By Order of the Board

"Matthew McMillan"

Matthew McMillan, Chief Executive Officer and Director

SPITFYRE CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (this "Management Information Circular") is provided in connection with the solicitation of proxies by management of Spitfyre Capital Inc. (the "Corporation") for use at the annual general and special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") in the capital of the Corporation. The Meeting will be held on Monday, October 23, 2023 at 10:00 a.m. (Toronto time), at 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5 or at such other time or place to which the Meeting may be adjourned or postponed, for the purposes set forth in the notice of meeting accompanying this Management Information Circular (the "Notice"). In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so, and the costs thereof will be borne by the Corporation.

Accompanying this Management Information Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting ("Instrument of Proxy"). Each Shareholder who is entitled to attend at Shareholders' meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Unless otherwise stated, the information contained in this Management Information Circular is given as of September 22, 2023 (the "Effective Date"). Unless otherwise indicated, all time references in this Management Information Circular are references to Toronto time.

SOLICITATION OF PROXIES

Persons Making the Solicitation

This solicitation is made by and on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Management Information Circular will be borne by the Corporation. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Corporation without special compensation, or by the Corporation's transfer agent, Odyssey Trust Company, and the costs of such solicitation will be borne by the Corporation.

The Corporation is not sending its proxy-related materials to the registered Shareholders using "notice and access" procedures contained in NI 54-101.

The Corporation has determined not to deliver the proxy solicitation materials directory to the non-objecting beneficial Shareholders. Additionally, the Corporation does not intend to pay for intermediaries to deliver proxyrelated materials or Form 54-101F7 - Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares ("OBOs") and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof. See also - Advice to Non-Registered Shareholders

No person has been authorized by the Corporation to give any information or make any representations in connection with the transactions herein described other than those contained in this Management Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Corporation. No director of the Corporation has informed management of the Corporation that he or she intends to oppose any action intended to be taken by management.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to Odyssey Trust Company (the "Transfer Agent") either in person, or by mail or courier, at Trader's Bank Building, Suite 702, 67 Yonge St., Toronto, Ontario M5E 1J8, Attention: Proxy Department.

The persons named as proxyholders in the Instrument of Proxy accompanying this Management Information Circular are directors or officers of the Corporation and are representatives of the Corporation's management for the Meeting. A Shareholder has the right to appoint a person or company to represent the Shareholder at the Meeting other than the persons named as proxyholders in the Instrument of Proxy. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the management nominee designated in the Instrument of Proxy may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Transfer Agent, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee's consent to act as proxy, and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, Instruments of Proxy must be received by the Transfer Agent (at the address stated above or in the Instrument of Proxy) at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the Meeting or any adjournment or postponement thereof. After such time, the Chairman of the Meeting may accept or reject a form of proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late form of proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or the Transfer Agent, at Trader's Bank Building, Suite 702, 67 Yonge St., Toronto, Ontario M5E 1J8, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the Chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the Chairman before the proxy is exercised) and vote in person (or withhold from voting).

Signature on Proxies

The form of proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should indicate that person's capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy.

The Common Shares represented by the enclosed Instrument of Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the judgment of the appointed proxyholder whether or not such amendment or variation or such other matter is routine or contested. As at the Effective Date, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Non-Registered Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and Transfer Agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for Canada's Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker's clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Nonobjecting beneficial owners ("NOBOs") are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing beneficial ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. OBOs are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such beneficial ownership information to the Corporation.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. In Canada, the vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of its broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

QUALIFYING TRANSACTION

As set out in the news release of the Corporation dated June 28, 2023, the Corporation has entered into a non-binding letter of intent with NeoTerrex Corporation ("NeoTerrex") in respect of a proposed business combination with NeoTerrex (the "Qualifying Transaction"). The Qualifying Transaction is currently expected to be completed by way of a "three-cornered" amalgamation (the "Amalgamation"), pursuant to which the Corporation will incorporate a wholly-owned subsidiary, which will amalgamate with NeoTerrex and the resulting entity will become a wholly-owned subsidiary of the Corporation. If completed, the Amalgamation is intended to constitute the "Qualifying Transaction" of the Corporation as such term is defined under Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSX Venture Exchange (the "TSXV") with the result being that the former securityholders of NeoTerrex will own the substantial majority of the Common Shares of the Corporation. The Qualifying Transaction will be subject to a number of terms and conditions, including, but not limited to, applicable regulatory and shareholder approvals. All references herein to "Resulting Issuer" refer to the Corporation after completion of the Qualifying Transaction.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE QUALIFYING TRANSACTION. However, the Qualifying Transaction is very important to the Corporation and certain matters to be considered at the Meeting are expected to be necessary to complete the closing of the Qualifying Transaction. Full details regarding NeoTerrex and the Qualifying Transaction will be disclosed by the Corporation in a filing statement (the "Filing Statement") to be prepared and filed under the CPC Policy. The Filing Statement will be posted on SEDAR+ at https://www.sedarplus.ca prior to completion of the Qualifying Transaction. Management of the Corporation will endeavour to post the Filing Statement on SEDAR+ as quickly as possible; however, the posting thereof may not occur until after the date of the Meeting.

Subject to the receipt of all approvals, the Qualifying Transaction is expected to close in the fourth quarter of 2023. Certain of the resolutions sought to be passed by the Shareholders at the Meeting will enable the Corporation to perform certain actions necessary for the closing of the Qualifying

VOTING SHARES

Shareholders of record as of September 18, 2023 (the "Record Date") are entitled to receive notice and attend and vote at the Meeting. As at the Effective Date, the Corporation had 5,750,000 issued and outstanding Common Shares. These Common Shares are the only voting shares of the Corporation which are issued and outstanding as of the Record Date. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting.

Quorum

Under the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting if holders of shares representing, in the aggregate, 5% of the Common Shares entitled to vote at a meeting are present, whether in person or represented by proxy.

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the best of the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares, except as set forth below:

Name and Municipality of Residence	Approximate Number of Common Shares	Percentage of Common Shares(1)
Matthew McMillan Oakville, ON	900,000	15.65%
Ralph Garcea Caledon, ON	800,000	13.91%
Ben Sokol Toronto, ON	800,000	13.91%
Bülent Pakdil Toronto, ON	800,000	13.91%
Pat DiCapo Toronto, ON	800,000	13.91%
Gordon McMillan Oakville, ON	797,000	13.86%

Notes:

(1) The Corporation has 5,750,000 Common Shares issued and outstanding.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Management Information Circular, no person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors (the "Board"), the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

1. Presentation of Financial Statements

At the Meeting, Shareholders will receive and consider the audited annual financial statements of the Corporation for the year ended December 31, 2022 together with the auditors' report thereon (the "Financial Statements"). The Financial Statements are available on SEDAR+ under the Corporation's profile. No formal action will be taken at the Meeting to approve the Financial Statements.

2. Fixing the Number of Directors

At the Meeting, Shareholders will be asked to fix the number of directors to be elected at the Meeting at five (5).

Unless otherwise directed, the persons designated as proxyholders in the accompanying Instrument of Proxy, intend to vote proxies IN FAVOUR of the resolution fixing the number of directors to be elected at the Meeting at five (5).

3. Election of Directors

Directors will be elected at the Meeting. Shareholders will be asked to elect the five (5) nominees set forth in the table below as directors of the Corporation. If elected, each such director (the "Current Nominees") will be elected to hold office effective until the earlier of: (a) the next annual general meeting of the Corporation; (b) the completion of the Qualifying Transaction; or (c) his/her successor is duly elected or appointed in accordance with the Business Corporations Act (Ontario) (the "OBCA") and the articles of the Corporation, unless his/her office is vacated earlier.

Each of the Current Nominees will be elected on an individual basis and not as a member of a slate. Management does not contemplate that any of these proposed Current Nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

The following table sets forth a brief description of the Current Nominees, including the name and province or state and country of residence of each of the nominees, the date each first became a director of the Corporation, their principal occupation during the past five (5) years and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees as of the date of this Management Information Circular. The information contained herein is based upon information furnished by the respective nominees.

Nominee Name and Place of Residence	Present and Principal Occupation, Business or Employment for Previous 5 years	Positions and Offices Held at Spitfyre	Director Since	Number of Common Shares beneficially owned, controlled or directed(1)
Matthew McMillan(2) Oakville, Ontario,	Account Executive, Fulcrum IT Partners	Director and CEO	June 24, 2021	900,000
Canada
Simon Sokol	Investment Vice	Director and	June 24, 2021	200,000
Toronto, Ontario, Canada	President, Relay Ventures	CFO
Ralph Garcea (2)	Managing Partner, Focus	Director	June 24, 2021	800,000
Caledon, Ontario, Canada	Merchant Group

Ben Sokol(2) Toronto, Ontario, Canada	Account Executive, KEV Group, Business Development & Sales Specialist, The Commencement Group	Director	June 24, 2021	800,000
Gordon McMillan Oakville, Ontario, Canada	Independent Businessman	Director	November 8, 2021	797,000

Notes:

(1) Information as to the number of Common Shares beneficially owned or over which they exercise control or direction, has been furnished by the respective nominees.

(2) Member of the audit committee of the Corporation. Ralph Garcea is the chair of the audit committee.

Unless otherwise directed, the persons designated as proxyholders in the accompanying Instrument of Proxy, intend to vote proxies IN FAVOUR of the election of each nominee set forth in the table above as directors of the Corporation.

Cease Trade Orders or Bankruptcies

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) is, as at the date of this Management Information Circular, or has been within ten (10) years before the date of this Management Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that: (i) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than thirty (30) consecutive days, that was issued while the proposed director 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 proposed director 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.

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) is, as at the date of this Management Information Circular, or has been within ten (10) years before the date of this Management Information Circular, a director or executive officer of any company (including the Corporation) 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.

Personal Bankruptcies

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) has, within the ten (10) years before the date of this Management 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.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) has been subject to: (i) 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 (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

Directorships

The following table sets out information for the proposed directors of the Corporation that are directors of other reporting issuers:

Name	Name of Reporting Issuer	Exchange or Market
Ralph Garcea	Converge Technology Solutions Corp.	TSX
	Turnium Technology Group Inc.	TSXV
	Edgewater Wireless Systems Inc.	TSXV

4. Election of Directors Upon Completion of Qualifying Transaction

At the Meeting, Shareholders will be asked to elect, conditional upon the completion of the Qualifying Transaction, each of Mathieu Stephens, Alastair Neill, Dale Burstall, Rajesh Sharma, and Denis Pilon as directors of the Corporation (the "Resulting Issuer Directors"), to hold office from the effective time of the completion of the closing of the Qualifying Transaction (the "Effective Time") until the next annual meeting of the Shareholders or until their successors are elected or appointed in accordance with applicable laws and the articles of the Corporation, unless their office is vacated earlier.

It will be a condition to the completion of the Qualifying Transaction that the Resulting Issuer Directors, comprised of the aforementioned five (5) individuals, all of whom are nominees of NeoTerrex, be elected, effective at the Effective Time, as directors of the Resulting Issuer.

At the time of the Meeting, the Qualifying Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the election of each of the Resulting Issuer Directors as set forth above and therein. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee at their discretion unless the Shareholder has specified in their form of proxy that their Common Shares are to be withheld from voting in the election of directors. Each director elected as a Resulting Issuer Director will hold office from the Effective Time until the next annual meeting of Shareholders or until their successors are elected or appointed, all as the case may be, unless their office is earlier vacated in accordance with the articles of the Corporation or the provisions of the Canada Business Corporations Act (the "CBCA"). If the Qualifying Transaction does not successfully close, the current Board (comprised of the Current Nominees, if so elected) shall remain as the directors of the Corporation.

See below for detailed information concerning the Resulting Issuer Directors.

Resulting Issuer Directors

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation as part of the Resulting Issuer Directors, all positions and offices in the Corporation presently held by such nominees, the nominees' province or state and country of residence, principal occupation within the five preceding years, the period during which the nominees have served as directors of the Corporation, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

Name and Place of Residence	Current Position with the Corporation and Date First Appointed to the Board	Current Principal Occupation and during the past 5 years	Number and Percentage of Common Shares Beneficially Owned or Controlled(1)
Mathieu Stephens Ottawa, Ontario	N/A	President and Chief Executive Officer of NeoTerrex since July 7, 2021. Prior thereto, President and Chief Executive Officer of UrbanGold Minerals Inc., a precious and base metals exploration company, from July 2019 until its acquisition by Troilus Gold Corp. in May 2021. Prior thereto, Mr. Stephens led the exploration team at Beaufield Resources Inc., amineral exploration company, until its acquisition by Osisko Mining Inc. in October 2018.	Nil
Dale Burstall Calgary, Alberta	N/A	Partner with the law firm of DS Lawyers Canada LLP and its predecessors since 1994.	Nil
Alastair Neill Burlington, Ontario	N/A	President of Trinity Management, a consulting company specializing in business development activities in rare earths, speciality metals and start-up of technology-based operations.	Nil
Rajesh Sharma Montréal, Quebec	N/A	President and Chief Executive Officer of Fancamp Exploration Ltd., a mineral exploration company, since September 2020. Prior thereto, Executive in Residence, advising Investissement Québec on foreign direct investment, exports and partnerships 2019-2020. Prior thereto, Strategic Advisor, Chief Executive Officer and Managing Director of Tata Steel Mineral Canada, an iron mining and processing company, until May 2019.	Nil
Denis Pilon Carp, Ontario	N/A	Chief Operating Officer of HTS Holdings Inc., an operator of a fleet of helicopters, since January 2000.	Nil

Notes

(1) Information concerning shares of the Resulting Issuer to be beneficially owned or controlled, directly or indirectly, on completion of the Qualifying Transaction, will be set out in the Filing Statement.

Biographical Information

Mathieu Stephens

Mr. Stephens is a professional geologist with over 15 years in the mining industry. He was President and CEO of UrbanGold Minerals, which was subsequently acquired by Troilus Gold in 2021, and Vice President of Exploration for Beaufield Resources, which was acquired by Osisko Mining in 2018. Previous to this, Mr. Stephens worked for Canaccord Capital for over 6 years.

Dale Burstall

Mr. Burstall is a partner with DS Lawyers Canada. He practices in the area of commercial law with an emphasis on securities law. Mr. Burstall's practice includes all aspects of securities law from both the perspective of an issuer or an underwriter, including initial public offerings, secondary financings, mergers and acquisitions, all dealings with regulators including stock exchanges and securities commissions, and corporate governance. He also practices in business and corporate commercial law, including shareholder agreements, and managing shareholder disputes. Mr. Burstall is a director or secretary of several issuers, both listed and private. Mr. Burstall is also a director or trustee of charitable organizations. In addition, Mr. Burstall sits on an advisory committee of the TSXV.

Alastair Neill

Mr. Neill is the President of Trinity Management, a consulting company specializing in business development activities in rare earths and specialty metals. He has over 25 years of experience evaluating a number of potential mining projects globally. Mr. Neill has been the director of TSXV companies and has presented at a number of global conferences along with being an invitee to a town hall in Malaysia on rare earths. He has a degree in Material Science Engineering from the University of Western Ontario, London, Ontario and an MBA from York University, Toronto.

Rajesh Sharma

Mr. Sharma has over 25 years of leadership experience in mining, exploration, metals and international trade. He has executive experience in advancing exploration and mining projects including investments, acquisitions, joint ventures, partnerships and running global businesses. Past roles include Executive in Residence at Investissement Quebec, CEO and Board Member of TSMC, Board member of SFPPN, PPP for Port at SFPPN, CEO and Board Member of Black Ginger 461 Pty Ltd, investment arm of Tata for mineral projects in Africa, and Board member of exploration company Tata Steel Cote D'Ivoire. Mr. Sharma has management and engineering degrees. He completed a scholarship program on Globalization and Leadership from London School of Economics. He was granted the ICD.D designation by the Institute of Corporate Directors.

Denis Pilon

Mr. Pilon is Chief Operating Officer of Helicopter Transport Services, a global air operator that focuses on the mining sector and utility air operations. Mr. Pilon has been working closely with the mining sector for over twenty years and has also been an active rotary and fixed wing pilot on mining explorations projects. Mr. Pilon has over two decades of management experience in operating aviation businesses worldwide, from aerial firefighting, offshore, SAR, EMS, DOD Security and utility VFR operations. Mr. Pilon attained a Master of Business Administration degree from Queen's University.

Other Reporting Issuer Experience

The following table sets out the members of the Resulting Issuer Directors that are currently directors of other issuers that are reporting issuers (or the equivalent) in Canada or a foreign jurisdiction, the name of such reporting issuer(s) and the name of the exchange or market applicable to such reporting issuer(s):

Name	Name of Reporting Issuer	Name of Exchange or Market
Mathieu Stephens	Fancamp Exploration Ltd.	TSXV
Rajesh Sharma	The Canadian Chrome Company	CSE
	Fancamp Exploration Ltd.	TSXV
	EDM Resources Inc.	TSXV
Dale Burstall	Marksmen Energy Inc.	TSXV
	Composite Alliance Group Inc.	TSXV
	Stuve Gold Corp.	TSXV
	High Mountain 2 Capital Corporation	TSXV

Cease Trade Orders, Bankruptcies and Penalties

Except as disclosed below, no member of the Resulting Issuer Directors is, as at the Effective Date, or has been, within the 10 years prior to the Effective Date, a director, chief executive officer or chief financial officer of any company that:

(a) was the subject of a cease trade or similar order, or an order that denied the other company access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days that was issued while the proposed director was acting as director, chief executive officer or chief financial officer; or

(b) was the subject of a cease trade or similar order, or an order that denied the other company access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days that was issued after the proposed director 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.

Mr. Burstall is a director of Composite Alliance Group Inc., formerly CanAsia Financial Inc. ("CanAsia"), since March 25, 2015. On or about May 5, 2016, the Alberta Securities Commission and other jurisdictions cease traded CanAsia for failing to file annual audited financial statements, annual management's discussion and analysis and certification of annual filings for the year ended December 31, 2015 and subsequent periods. On or about September 27, 2017, the Alberta Securities Commission and other jurisdictions revoked CanAsia's cease trade order.

On or about April 2, 2014, the Alberta Securities Commission cease traded QSolar Limited ("QSolar") based on the fact that the entire board of directors and all of the executive officers resigned and QSolar discontinued operations. Pursuant to a court order dated on or about April 17, 2015, Dale Burstall, along with three other individuals, was appointed a director of QSolar in order to try to preserve the assets of QSolar. Mr. Burstall resigned as a director of QSolar effective June 18, 2015.

No member of the Resulting Issuer Directors is, or has been within the past 10 years before the Effective Date, a director or executive officer of any other issuer 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 the assets of that person.

No member of the Resulting Issuer Directors has, within the past 10 years before the Effective Date, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

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

5. Appointment of Auditor

At the Meeting, Shareholders will be asked to approve the re-appointment of MNP LLP ("MNP") as the auditors of the Corporation, to hold office for the ensuing year until the close of the next annual meeting of Shareholders or until MNP is removed from office or resigns, at such remuneration to be fixed by the Board. MNP has been auditors of the Corporation since October 12, 2021.

Unless otherwise directed, the persons designated as proxyholders in the accompanying Instrument of Proxy, intend to vote IN FAVOUR of appointing MNP as auditor for the Corporation for the next ensuing year and authorizing the Board to fix their remuneration.

6. Appointment of New Auditor Upon Completion of Qualifying Transaction

If the Qualifying Transaction is completed, it may be desirable to change the auditor of the Corporation to the current auditor of NeoTerrex at the Effective Time. In such circumstance, Shareholders would be asked to consider appointing Raymond Chabot Grant Thornton LLP, as auditor of the Corporation. At the time of the Meeting, the Qualifying Transaction will not yet have been completed and there can be no assurance at that time that it will be completed.

In order to avoid changing the auditor of the Corporation should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of Shareholders to approve a change of auditor following completion of the Qualifying Transaction, the Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

"BE IT HEREBY RESOLVED as an ordinary resolution of Spitfyre Capital Inc. (the "Corporation") that:

• (1) the appointment of Raymond Chabot Grant Thornton LLP as auditor of the Corporation to hold office from the Effective Time (as defined in the management information circular of the Corporation in respect of the meeting of Shareholders at which this resolution is proposed) until the next annual meeting of the Shareholders is hereby approved; and
• (2) the board of directors of the Corporation is hereby authorized to fix the remuneration of the auditor so appointed."

The determination not to reappoint MNP LLP as auditor of the Corporation after the Effective Time has been made in the context of the Qualifying Transaction and not because of any reportable event (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations).

It is anticipated that effective upon completion of the Qualifying Transaction that MNP LLP will resign as the Corporation's auditor and the Resulting Issuer Directors will fill the vacancy by the appointment of Raymond Chabot Grant Thornton LLP, located at 1000 Germain Street, Val-d'Or, QC, J9P 5T6.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the appointment of the auditor as set forth above and therein.

7. Approval of Stock Option Plan

In accordance with the policies of the TSXV, a rolling 10% stock option plan must be approved on a yearly basis by the shareholders at their annual general meetings. Accordingly, the Shareholders will be asked to pass an ordinary resolution ratifying and approving the stock option plan of the Corporation (the "Stock Option Plan"). A full copy of the Stock Option Plan was filed on October 26, 2021 under the Corporation's profile on SEDAR+.

The Corporation has a Stock Option Plan which permits the granting of options to certain directors, officers, employees, consultants and other service providers of the Corporation. The purpose of the Stock Option Plan is to attract and motivate directors, officers, employees, consultants and others providing services to the Corporation, and thereby advance the Corporation's interest, by affording such persons with an opportunity to acquire an equity interest in the Corporation through the issuance of stock options. The Board is responsible for the general administration of the Stock Option Plan.

The number of Common Shares issuable upon the exercise of options granted under the Stock Option Plan as well as other equity incentive plans of the Corporation at any time may not exceed 10% of the total number of issued and outstanding Common Shares from time to time less the number of Common Shares reserved for issuance under the Corporation's other security-based compensation arrangements from time to time, other than the Stock Option Plan, and further subject to the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject from time to time. If any options granted under the Stock Option Plan expire, terminate or are cancelled for any reason without being settled in the form of Common Shares issued from treasury, the Common Shares underlying such options will be available for subsequent issuance under the Stock Option Plan.

The material terms of the Stock Option Plan are as follows:

a) the total number of Common Shares reserved for issuance under the Stock Option Plan at any point in time is 10% of the issued and outstanding Common Shares at the time the Common Shares are reserved for issuance as a result of the grant, less any Common Shares reserved for issuance under other share compensation agreements other than the Stock Option Plan;

• b) options that are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of options pursuant to the Stock Option Plan. As the Stock Option Plan is a "rolling" plan, the issuance of additional Common Shares by the Corporation or the exercise of options will also give rise to additional availability under the Stock Option Plan;
• c) options may only entitle the holder to acquire Common Shares;
• d) the maximum aggregate number of Common Shares which may be reserved for issuance to any individual director or senior officer pursuant to the Stock Option Plan shall not exceed 5% of the Common Shares issued and outstanding as at the time of grant;
• e) without the prior approval of the disinterested Shareholders, the Board may not: (i) grant options to a single individual which would allow for such individual to purchase a number of Common Shares equaling more than 5% of the issued Common Shares of the Corporation in any twelve (12) month period; and (ii) reduce the exercise price of any outstanding options held by insiders of the Corporation (as defined in the TSXV policies). Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including the TSXV), the Board may amend the Stock Option Plan and options granted thereunder at any time;
• f) the maximum number of Common Shares reserved for issuance, within a one (1) year period, pursuant to the Stock Option Plan, to any one (1) consultant of the Corporation (or its subsidiaries), shall not exceed 2% of the number of issued and outstanding Common Shares, calculated as at the date of grant, without the prior consent of the TSXV;
• g) the maximum number of Common Shares reserved for issuance pursuant to the Stock Option Plan, within a one (1) year period, to persons providing investor relations activities, in aggregate shall not exceed 2% of the number of issued and outstanding Common Shares, calculated as at the date of grant, without the prior consent of the TSXV;
• h) options granted to consultants performing investor relations activities will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and further 25% on each successive date that is three months from the date of the previous vesting, or such longer vesting period as the Board may determine;
• i) the exercise price of an option is determined by the Board and may be amended only if at least six (6) months have elapsed since the later of the date of the commencement of the term of the option, the date the Common Shares commenced trading on the TSXV or the date of the last amendment of the exercise price. However, in no event shall such exercise price be lower than the fair market price of a Common Share at the date thereof;
• j) an option shall be exercisable for a maximum term of ten (10) years and shall vest as determined by the Board; and
• k) if an individual ceases to be a director or officer of the Corporation or its subsidiaries, such individual shall be entitled to exercise an option, to the extent it was entitled to exercise at the date of such cessation, within ninety (90) days of the cessation or within thirty (30) days of the cessation if the individual is an employee or consultant. If such individual was dismissed for cause, such options will immediately terminate without any exercise right. Notwithstanding, in the event of the death of the individual, the option previously granted shall be exercisable by the individual's legal representative until the earlier of one (1) year after such death and the date of expiration of the term of such option.

A copy of the Stock Option Plan is attached hereto as Schedule B. The description of the Stock Option Plan set forth above is qualified in its entirety by the Stock Option Plan attached hereto as Schedule B.

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below (the "Stock Option Plan Resolution"):

"BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of Spitfyre Capital Inc. (the "Corporation") that:

• (1) the stock option plan of the Corporation (the "Stock Option Plan"), substantially in the form attached as Schedule B to the Management Information Circular of the Corporation dated October 26, 2021, is hereby approved;
• (2) the Stock Option Plan may be amended by the directors of the Corporation in order to satisfy the requests of any regulatory authorities or the TSX Venture Exchange (collectively, the "Regulatory Requests") without further approval of the shareholders of the Corporation, unless approval of the shareholders of the Corporation is required by any Regulatory Requests;
• (3) any director or officer be and is hereby authorized to make any and all additions, deletions and modifications to the Stock Option Plan as may be necessary or advisable to give effect to this ordinary resolution or as may be required by applicable regulatory authorities including any stock exchange on which the Corporation's shares are or will be listed;
• (4) any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution; and
• (5) notwithstanding approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, determine not to adopt the Stock Option Plan without further approval of the shareholders of the Corporation"

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Stock Option Plan Resolution.

8. Name Change

Upon completion of the Qualifying Transaction, it is intended that the business of NeoTerrex as currently contemplated to be constituted, will be the business of the Corporation. In connection therewith, the Corporation intends to change its name to "NeoTerrex Incorporated", or such other name as the Board, in its sole discretion, deems appropriate or as required by applicable regulatory authorities (the "Name Change").

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change, subject to completion of the Qualifying Transaction. To be effective, the resolution in respect of the Name Change must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting. The Name Change will also be subject to the approval of the applicable securities exchange.

The Name Change is required in order to complete the Qualifying Transaction and if approved is expected to be given effect prior to completion of the Qualifying Transaction. If the holders of Common Shares do not approve the special resolution, the Qualifying Transaction may not proceed. Shareholders are urged to vote FOR this special resolution. If the Qualifying Transaction does not successfully close, the directors of the Corporation shall have the discretion to revoke the proposed Name Change.

The complete text of the special resolution which management intends to place before the Meeting authorizing the change of the name of the Corporation (the "Name Change Resolution") is as follows:

"BE IT HEREBY RESOLVED as a special resolution of the shareholders of Spitfyre Capital Inc. (the "Corporation") that:

• (1) the Corporation be and is hereby authorized to change the name of the Corporation from "Spitfyre Capital Inc." to "NeoTerrex Incorporated" or such other name as the board of directors, in its sole discretion, deems appropriate (the "Name Change");
• (2) the articles of the Corporation be amended with respect to the Name Change;
• (3) the directors of the Corporation are hereby authorized and granted with absolute discretion to abandon the Name Change at any time without further approval, ratification or confirmation by the shareholders of the Corporation; and
• (4) any one director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise and to deliver or cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Corporation may be necessary or desirable to carry out the terms of the foregoing resolutions"

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Name Change Resolution.

The adoption of the Name Change Resolution, unless waived by NeoTerrex, will be a condition to the completion of the Qualifying Transaction, and if it is not passed and the Qualifying Transaction is nevertheless completed, the Resulting Issuer will continue to be named Spitfyre Capital Inc.

9. Continuance

The Corporation was incorporated under the OBCA. Management of the Corporation wishes to effect the continuance (the "Continuance") of the Corporation from the province of Ontario to the federal jurisdiction of Canada under the CBCA. As a result of the Continuance, the Corporation will cease to be governed by the OBCA and instead the Corporation will be governed by the CBCA. If the Continuance is approved by Shareholders and implemented by the Board, the Corporation shall apply to and file all necessary documentation to effect the Continuance.

Shareholders will be asked to consider, and if deemed appropriate, to pass, with or without variation, a special resolution approving the Continuance (the "Continuance Resolution") authorizing the Board, in its sole discretion, to file a continuance application with the Director as required in connection with the Continuance and a form of articles of continuance of the Corporation which comply with the provisions of the CBCA. The Continuance will affect certain of the rights of Shareholders as they currently exist under the OBCA and Shareholders should consult their legal advisors regarding the implications of the Continuance, which may be of particular importance to them.

On the date shown on the Certificate of Continuance, the Corporation becomes a corporation under the federal laws of Canada as if it had been incorporated under the CBCA. Proceeding with the Continuance will not result in any change of the business of the Corporation or its assets, liabilities or net worth, or in the persons who constitute the Board and management. If the Continuance Resolution is approved by Shareholders in accordance with the description below, then the Corporation may complete the Continuance no later than a date to be determined by the Board before the next annual meeting of the Corporation. Shareholders are urged to vote FOR the Continuance Resolution.

Vote Required

At the Meeting, Shareholders will be asked to consider, and if deemed appropriate, to pass the Continuance Resolution to approve the Continuance. To be effective, the Continuance Resolution must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast on the resolution by Shareholders present in person or by proxy at the Meeting. Should Shareholders fail to approve the Continuance Resolution by the requisite margin, the Continuance will not be completed.

Certain Corporate Differences between the OBCA and the CBCA

The CBCA provides shareholders with substantially the same rights available under the OBCA, including applicable rights of dissent provided to a registered shareholder under Section 185 of the OBCA ("Dissent Rights") and the right to bring derivative and oppression actions. There are differences between the two statutes and the regulations. The following is a summary of material differences.

This summary is not an exhaustive review of the two statutes. Reference should be made to the full text of both statutes and the regulations made or laws developed thereunder for particulars of any differences between them, and Shareholders should consult their legal or other professional advisors with regard to the implications of the Continuance which may be of importance to them.

Residency Requirements

Under the OBCA, there are no residency requirements for directors. Under the CBCA, at least 25% of the directors of a corporation must be resident Canadians. If a corporation has less than four directors, at least one director must be resident Canadian.

Amendments to the Charter Documents

There are no significant differences between the CBCA and the OBCA with respect to the charter documents for corporations governed by those statutes.

Independent Directors

Under the OBCA, at least one-third of the members of the board of directors of an offering (public) corporation cannot be officers or employees of a corporation or its affiliates. Under the CBCA, the requirement is that at least two of the directors of a distributing (public) corporation not be officers or employees of a corporation or its affiliates.

Quorum – Directors' Meetings

Both the OBCA and the CBCA state that quorum of directors meetings consists of a majority of directors or the minimum number of directors required by the articles.

Place of Shareholders' Meetings

Under the OBCA, a shareholders' meeting may be held in or outside Ontario (including outside Canada) as the directors determine or, in the absence of such a determination, at the place where the registered office of a corporation is located. Under the CBCA, a shareholders' meeting may be held any place in Canada provided in the by-laws or, in the absence of such provision, at a place in Canada that the directors determine. Notwithstanding the foregoing, a meeting of shareholders of a CBCA corporation may be held at a place outside Canada if such place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

Notice of Shareholders' Meetings

Under the OBCA, an offering (public) corporation must give notice not less than 21 days and not more than 50 days before the meeting. Under the CBCA, the notice of shareholders' meetings must be provided not less than 21 days and not more than 60 days before the meeting. Public companies are also subject to the requirements of National Instrument 54-101 – Proxy Solicitation of the Canadian Securities Administrators, which provides for minimum notice periods of greater than the minimum 21-day period in either statute.

Shareholder Proposals

Both statutes provide for shareholder proposals. Each statute contains certain requirements with respect to, among other things, the content, timing and delivery of proposals. Moreover, each statute includes provisions which allow a corporation to refuse to process a proposal in similar circumstances. Under the OBCA, a shareholder entitled to vote at a meeting of shareholders may submit a notice of a proposal to the corporation and discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal. Under the CBCA, shareholder proposals may be submitted by both registered and beneficial owners of shares entitled to be voted at an annual meeting of shareholders, provided that (a) the shareholder was a registered or beneficial owner, for at least six months prior to the submission of the proposal, of voting shares at least equal to 1% of the total number of outstanding voting shares of the company or whose fair market value is at least \$2,000; or (b) the proposal must have the support of persons who in the aggregate have owned, of record or beneficially, at least 1% of the total number of outstanding voting shares of the company or voting shares whose fair market value is at least \$2,000, for at least six months prior to the submission of the proposal.

Solicitation of Proxies

Under the OBCA, a person who solicits proxies, other than by or on behalf of management of the company, must send a dissident information circular in prescribed form to each shareholder whose proxy is solicited and to certain other recipients, subject to certain exceptions, including where the total number of shareholders whose proxies are solicited is 15 or fewer or where the solicitation is conveyed by public broadcast in certain prescribed circumstances. Under the CBCA, proxies may be solicited other than by or on behalf of management of the company without the sending of a dissident's proxy circular if: (a) proxies are solicited from 15 or fewer shareholders; or (b) the solicitation is conveyed by public broadcast, speech or publication containing certain of the information that would be required to be included in a dissident's proxy circular. Furthermore, under the CBCA, the definition of "solicit" and "solicitation" specifically excludes communications for the purpose of obtaining the number of shares required for a shareholder proposal.

Telephonic or Electronic Meetings

Under the OBCA, unless the articles or by-laws state otherwise, meetings of shareholders may be held entirely by telephonic or electronic means and shareholders may participate in and vote at the meeting by such means. Under the CBCA, unless the articles or by-laws state otherwise, meetings of shareholders may be held by telephonic or electronic means and shareholders may participate in and vote at the meeting by such means. The CBCA also requires a corporation to provide shareholders with a means of communication that permits all participants to communicate adequately with each other during the meeting.

Registered Office

Under the OBCA, the registered office must be in Ontario and may be relocated to a different municipality with shareholder approval by special resolution. Under the CBCA, the registered office must be in the Canadian province specified in the articles and may be relocated within that province by directors' approval.

Corporate Records

The OBCA and related Ontario statutes require records to be kept at a corporation's registered office or such other place in Ontario designated by the directors. The CBCA permits corporate and accounting records to be kept outside of Canada, subject to requirements to keep them within Canada under the Tax Act and other statutes administered by the Minister of National Revenue (such as the Excise Tax Act). A corporation is also required to provide access to records kept outside Canada at a location in Canada, by computer terminal or other technology.

Short Selling

Under the CBCA, insiders of a corporation are prohibited from short selling any securities of a corporation if the insider selling the security does not own or has not fully paid for the security being sold. The OBCA contains no such prohibition.

Notice of a Derivative Action

A broad right to bring a derivative action is contained in each of the CBCA and the OBCA and this right extends to officers, former shareholders, directors or officers of a company or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, both statutes permit derivative actions to be commenced in the name and on behalf of a company or any of its subsidiaries.

Under the CBCA and OBCA, a condition precedent to a complainant bringing a derivative action is that the complainant has given at least 14 days' notice to the directors of the corporation of the complainant's intention to make an application to the court to bring such a derivative action. However, under the OBCA, a complainant is not required to give notice to the directors of the corporation of the complainant's intention to make an application to the court to bring a derivative action if all of the directors of the corporation are defendants in the action.

Oppression Remedy

Under both the CBCA and the OBCA, a shareholder, beneficial shareholder, former shareholder or beneficial shareholder, director, former director, officer or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of offering corporation under the OBCA, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where, in respect of a company or any of its affiliates, any act or omission of a company or its affiliates effects a result, the business or affairs of a company or its affiliates are or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer. The OBCA allows a court to grant relief where a prejudicial effect to a shareholder is merely threatened. The CBCA allows a court to grant relief where a prejudicial effect to a shareholder actually exists (that is, it must be more than merely threatened).

Dissent Rights to the Continuance

Shareholders may, subject to compliance with certain conditions, dissent from the Continuance Resolution and be entitled to be paid the fair value for their Common Shares in accordance with Section 185 of the OBCA. Shareholders who wish to dissent should seek the advice of legal advisors and carefully read the provisions of Section 185 of the OBCA, which is attached in its entirety to this Management Information Circular as Schedule D.

Shareholders who intend to exercise Dissent Rights ("Dissenting Shareholders", each a "Dissenting Shareholder") should carefully consider and comply with the provisions of Section 185 of the OBCA. Failure to comply with the provisions of that section and to adhere to the procedures established therein may result in the loss of all rights thereunder.

The following description of the rights of Dissenting Shareholders in connection with the Continuance is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of such Common Shares and is qualified in its entirety by the full text of Section 185 of the OBCA. A Beneficial Shareholder desiring to exercise his, her, or its Dissent Rights may need to make

arrangements for the registered holder of his, her or its Common Shares to dissent on his, her or its behalf. Beneficial Shareholders who wish to dissent should contact their broker or other intermediary for assistance with exercising their Dissent Rights.

A Shareholder who wishes to dissent shall send a written objection to the Continuance Resolution (the "Notice of Dissent") in compliance with Section 185 of the OBCA to the Corporation in person at the Meeting or by mail to 100 King Street West, Suite 1600, Toronto, ON, M5X 1G5 at or before the Meeting, or, in the case of any adjournment or postponement of the Meeting, at or before the adjourned or postponed Meeting.

The delivery of a Notice of Dissent does not deprive such Dissenting Shareholder of its right to vote at the Meeting. A vote against the Continuance Resolution, whether in person or by proxy, does not constitute a Notice of Dissent. Similarly, the revocation of a proxy conferring authority on the proxy holder to vote in favour of the Continuance Resolution does not constitute a Notice of Dissent in respect of the Continuance Resolution, but any such proxy granted by a Shareholder who intends to dissent should be validly revoked in order to prevent the proxy holder from voting such Common Shares in favour of the Continuance Resolution. A vote in favour of the Continuance Resolution, whether in person or by proxy, may constitute a loss of a Shareholder's right to dissent. However, a Shareholder may vote as a proxy holder for another Shareholder whose proxy requires an affirmative vote, without affecting the right of the proxy holder to exercise Dissent Rights in respect of the proxy holder's Common Shares.

If the Continuance Resolution is passed at the Meeting, the Corporation must then, within 10 days after Shareholders approve the Continuance Resolution, deliver to each Dissenting Shareholder a notice stating that the Continuance Resolution has been adopted and advising the Dissenting Shareholder that if the Dissenting Shareholder intends to proceed with the exercise of its Dissent Rights, it must deliver to the Corporation, within 20 days of the receipt of the notice of adoption from the Corporation, a demand for payment of fair value containing the information specified in Section 185(10) of the OBCA. Not later than the 30th day after sending the demand for payment of fair value, the Dissenting Shareholder must send the certificates representing the Common Shares in respect of which Dissent Rights have been exercised (the "Dissenting Shares") to the Corporation.

The Corporation will, not later than 7 days after the later of the day the Continuance becomes effective or the day the Corporation received the demand for payment, send to each Dissenting Shareholder a written offer to pay the fair market value for the Dissenting Shares, accompanied by a statement showing how the fair value was determined. A Dissenting Shareholder who delivers a demand for payment ceases to have any rights as a Shareholder other than the right to be paid the fair market value of the Dissenting Shares as determined under the provisions of Section 185 of the OBCA, provided however that the Dissenting Shareholder's rights as a Shareholder will be deemed to have been reinstated as of the date the Dissenting Shareholder delivered a demand for payment if the Dissenting Shareholder withdraws demand for payment before the Corporation makes a written offer to pay the fair market value for the Dissenting Shares. Either the Corporation or a Dissenting Shareholder may apply to the Ontario Superior Court of Justice if no agreement on the terms of the sale of Dissenting Shares has been reached, and the Court may determine the fair value for the Dissenting Shares. If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in Section 185 of the OBCA or withdraws demand for payment before the Corporation delivers its written offer to pay fair market value for the Dissenting Shares, the Dissenting Shareholder will lose its Dissent Rights, and the Corporation will return to the Dissenting Shareholder the certificates representing the Dissenting Shares that were delivered to the Corporation, if any. If a Dissenting Shareholder strictly complies with the foregoing requirements of the Dissent Rights, but the Continuance is not effected by a date to be determined by the Board before the next annual meeting of the Corporation, the Corporation will return to the Dissenting Shareholder the certificates delivered to the Corporation by the Dissenting Shareholder, if any.

It is suggested that any Shareholder wishing to avail himself or herself of Dissent Rights seek his or her own legal advice as failure to comply strictly with the applicable provisions of the OBCA may prejudice the availability of Dissent Rights. Dissenting Shareholders should note that the exercise of Dissent Rights can be a complex, time consuming and expensive process.

The complete text of the special resolution which management intends to place before the Meeting authorizing the Continuance is as follows:

"BE IT HEREBY RESOLVED as a special resolution of the shareholders of Spitfyre Capital Inc. (the "Corporation") that:

• (1) The Continuance, as more fully described and set forth in the Management Information Circular of the Corporation dated September 22, 2023, is hereby authorized, approved and adopted and the Corporation is hereby authorized to apply to the registrar of corporations under the Business Corporations Act (Ontario) ("OBCA") for authorization to be continued as if it had been constituted under the Canada Business Corporations Act ("CBCA"), and to continue its existence under the CBCA;
• (2) the Continuance is hereby approved, and following receipt of authorization to continue pursuant to the CBCA, the Corporation is hereby authorized to file the articles of continuance with the Director under the CBCA together with any notices and other documents prescribed by the CBCA necessary to continue the Corporation as if it had been incorporated under the federal laws of Canada;
• (3) for greater certainty, in connection with the Continuance, the articles of continuance shall permit the directors of the Corporation to appoint one or more additional directors in-between annual meetings of shareholders, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders;
• (4) notwithstanding that this resolution has been passed (and the Continuance adopted) by the Shareholders, the directors of the Corporation are hereby authorized and empowered without further notice to or approval of the Shareholders (i) to amend the articles of continuance to the extent permitted by law, or (ii) to not proceed with the Continuance;
• (5) effective upon the issuance of the Certificate of Continuance, and without affecting the validity of any act of the Corporation under its existing by-laws (the "Existing By-Laws"), the Existing By-Laws are hereby repealed and replaced with a new By-Law No. 1 of the Corporation, the full text of which is attached as Schedule C to the management information circular of the Corporation dated September 22, 2023 (the "New By-Laws"), together with such changes or amendments thereto as any director or officer of the Corporation determines appropriate, the conclusive evidence of such determination being the execution of the New By-Laws by a director or officer of the Corporation; and ***
• (6) any one director or officer of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Continuance Resolution.

The adoption of the Continuance Resolution, unless waived by NeoTerrex, will be a condition to the completion of the Qualifying Transaction, and if it is not passed and the Qualifying Transaction is nevertheless completed, the Resulting Issuer will continue to be governed by the OBCA.

STATEMENT OF EXECUTIVE COMPENSATION BACKGROUND TO EXECUTIVE COMPENSATION

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Corporation as at the date of this Management Information Circular whose total compensation was more than \$150,000 for the financial year of the Corporation ended December 31, 2022, other than for the Chief Executive Officer and Chief Financial Officer (collectively, the "Named Executive Officers" or "NEOs") and for the directors of the Corporation.

Summary Compensation Table

The following table (presented in accordance with Form 51-102F6V—Statement of Executive Compensation— Venture Issuers under NI 51-102) sets out all direct and indirect compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the most recently completed financial year of the Corporation ended December 31, 2022, in respect of the Named Executive Officers as well as the directors of the Corporation.

		Salary Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of all Other Compensation	Total Compensation
Name and Position	Year(1)	(\$)	(\$)	(\$)	(\$)	(\$)	(\$)
Matthew McMillan(2) Director, Chief	2022	Nil	Nil	Nil	Nil	Nil	Nil
Executive Officer and Corporate Secretary	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Simon Sokol(2) Director and Chief Financial Officer	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Ralph Garcea Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Ben Sokol Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Gordon McMillan Director	2021	Nil	Nil	Nil	Nil	Nil	Nil

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

External Management Companies

None of the NEOs or directors of the Corporation have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, directly or indirectly.

Stock Options and Other Compensation Securities

Securities legislation requires the disclosure of compensation securities received or exercised during the Corporation's most recently completed financial year for the directors of the Corporation and the NEOs. As the Corporation is a capital pool company (CPC), the only permissible form of compensation that may be awarded to its directors and officers is stock options. The Corporation did not have any share-based awards outstanding at the end of the most recently completed financial year. The Corporation did not grant any stock options to the directors or Named Executive Officers during the most recently completed financial year ended December 31, 2022.

As such, there were no stock options exercised by any directors or Named Executive Officers during the most recently completed financial year ended December 31, 2022.

Stock Option Plan

Information pertaining to the Stock Option Plan can be found under the heading "Approval of Stock Option Plan". The Stock Option Plan was approved by the Shareholders at the annual general and special meeting of the Corporation held on December 20, 2022.

As at December 31, 2022, no options have been granted or are outstanding.

Employment, Consulting and Management Agreements

The Corporation does not have any agreements or arrangements under which compensation was provided during the most recently completed financial year ended December 31, 2022 or is payable in respect of services provided to the Corporation or any of its subsidiaries that were performed by a director or NEO.

Oversight and Description of Director and Named Executive Officer Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation's executive compensation program. The Board sets guidelines for determining the short-term and long-term compensation of the Chief Executive Officer and Chief Financial Officer based on their respective duties and responsibilities, their performance, the compensation of executive officers at comparable companies, compensation in previous years, the experience and skills of the officer, and any other factor the Board determines to be relevant. The Board evaluates the performance of the Chief Executive Officer and Chief Financial Officer in light of these criteria.

Methods of compensation are salary, annual bonus and the Corporation's Stock Option Plan. The annual bonus and Stock Option Plan awards are determined near year-end and are based primarily on skills and experience, duties and responsibilities carried out, compensation at comparable companies and other factors. There is also an element of considering whether or not specific objectives were achieved throughout the year. However, given the size of the Corporation and the regulatory circumstances of the industry, these milestones and objectives can change quickly and it is of high competitive value to be nimble in this marketplace. All of these practices taken together have proven to be a practical and effective approach in light of the Corporation's particular circumstances.

The Corporation's total compensation mix places a significant portion of the executive's compensation at risk. The design takes into account individual and corporate performance. Compensation practices, including the mix of base salary, short-term incentives and long-term incentives, are regularly assessed to ensure they are

competitive, take account of the external market trends, and support the Corporation's long-term growth strategies. A peer group is not used to determine compensation.

There have been no significant changes to the Corporation's compensation policies made during or after the most recently completed financial year end.

Pension Plan Benefits

During the year ended December 31, 2022, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

Securities Authorized for Issuance Under Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under the Corporation's equity compensation plans as at December 31, 2022.

	Number of Securities to be Issued upon Exercise of Options, Warrants and Rights	Weighted – Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved by Securityholders	Nil	N/A	575,000
Equity Compensation Plans Not Approved by Securityholders	Nil	N/A	Nil
Total	Nil	N/A	575,000

AUDIT COMMITTEE

Audit Committee Charter

The text of the Corporation's Audit Committee Charter is set forth in Schedule A attached hereto.

Composition of the Audit Committee

The Audit Committee consists of Ralph Garcea (Chair), Matthew McMillan and Ben Sokol. Other than Matthew McMillan, the remaining Audit Committee members are "Independent" as such term is defined in National Instrument 52-110 – Audit Committees ("NI 52-110"). Each Audit Committee member is "Financially Literate" as such term is defined in NI 52-110.

Relevant Education and Experience

Ralph Garcea – Mr. Garcea co-founded Focus Merchant Group in September 2018 and has more than 22 years' experience in senior positions at major domestic and international firms, as well as boutiques. He was a top-ranked research analyst, well regarded for the depth and breadth of knowledge of Canadian technology, gaming and industrial companies across a broad range of market capitalizations. Over the years, he has received top three rankings from Brendan Woods, Greenwich, Starmine and Thomson Reuters surveys. Before becoming a sell-side analyst, Mr. Garcea was a research engineer for Bombardier Aerospace, and a business unit manager for Michigan-based LMS North America to manage sales, marketing, and services efforts.

Mr. Garcea holds a Bachelor's degree (Honours) in Engineering Science (Aerospace) from the University of Toronto and an M.B.A (Honours) from the Schulich School of Business at York University. He is a member of the Professional Engineers of Ontario (PEO), the American Institute of Aeronautics and Astronautics (AIAA), and the Society of Automotive Engineers (SAE). He currently serves as a Director on the board of TSX-listed Converge Technology Solutions, TSXV-listed Edgewater Wireless Systems and TSXV-listed Turnium Technology.

Ben Sokol – Mr. Sokol is a director of the Corporation. He has previously worked in asset management for Firm Capital REIT and was a Business Development Specialist at the Commencement Group. He currently is an Account Executive at KEV Group, which specializes in financial software in the EdTech space. Mr. Sokol has been a private investor in the technology and retail sector for the past five years. Mr. Sokol holds a Bachelor of Arts at Western University and has held various executive positions in the Western University chapter of the Sigma Chi Fraternity, including President.

Matthew McMillan – Mr. McMillan is the Chief Executive Officer and a director of the Corporation. He is also an Account Executive at Fulcrum IT Partners, an IT solutions provider, and a director of Chartwell Global Foundation, a private Canadian charitable foundation. Mr. McMillan has been a private investor in the technology sector for the past five years. In 2019, he completed an internship at The Taylor Group, a global brand agency. Mr. McMillan holds a Bachelor of Arts from Western University and has held various executive positions in the Western University chapter of the Sigma Chi Fraternity.

Education and Experience of Audit Committee Members

	Understanding of accounting principles used to prepare financial statements	General application of such accounting principles to estimates, accruals and provisions	Experience with financial statements having a similar complexity to those of the Corporation	Understanding of internal controls and procedures for financial reporting
Ralph Garcea				
Ben Sokol				
Matthew McMillan				

Based on the individual experience and education as noted above, the Audit Committee Members have the following abilities:

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), in subsection 6.1.1(4) of NI 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer), in subsection 6.1.1(5) of NI 52-110 (Events Outside Control of Member), in subsection 6.1.1(6) of NI 52-110 (Death, Incapacity or Resignation), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52- 110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading "Requirement for Pre-Approval of Non-Audit Services" of the Audit Committee Charter of the Corporation which is attached hereto as Schedule A.

The Audit Committee will pre-approve all non-audit services to be provided to the Corporation by the external auditors, as required by the Audit Committee Charter. The Audit Committee may delegate to one or more independent members the authority to pre-approve non-audit services, so long as the pre-approval is presented to the full Audit Committee at its first scheduled meeting following such pre-approval.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditor in the last two fiscal years are approximately as set forth below.

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2022	\$15,515	Nil	Nil	Nil
December 31, 2021(1)	\$12,000	Nil	Nil	Nil

Notes:

(1) The Corporation was incorporated on June 24, 2021.

Exemption

As a venture issuer, the Corporation is relying upon the exemption under section 6.1 of NI 52-110. As a result, the Corporation is exempt from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

There is no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or any of its subsidiaries which is owing to the Corporation or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no proposed nominee for election as a director of the Corporation, or any associate of any such director, executive officer or proposed nominee: (a) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries; or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

CORPORATE GOVERNANCE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board's review of the Corporation's governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Policy 58-201 - Corporate Governance Guidelines.

Board of Directors

Following the Meeting, the Board will likely be comprised of five (5) members, three (3) of which are independent within the meaning of section 1.4 of National Instrument 52-110. Matthew McMillan and Simon Sokol are not independent on account of their roles in the management of the Corporation.

As three (3) of the members of the Board are independent, the Board believes it can function independently of management. The Board facilitates its exercise of independent supervision over the Corporation's management through frequent discussions with management and regular meetings of the Board.

Directorships

Ralph Garcea is also a director of the following reporting issuers: Converge Technology Solutions Corp., Turnium Technology Group Inc. and Edgewater Wireless Systems Inc.

Orientation and Continuing Education of Board Members

While the Corporation does not currently have a formal orientation and education program for new recruits to the Board, the Corporation has historically provided such orientation and education on an informal basis. As new directors join the Board, management will provide these individuals with corporate policies, historical information about the Corporation, as well as information on the Corporation's performance and its strategic plan with an outline of the general duties and responsibilities entailed in carrying out their duties. The Board believes that these procedures will prove to be a practical and effective approach in light of the Corporation's particular circumstances, including the size of the Corporation, limited changes to members of the Board and the experience and expertise of the members of the Board.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts 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, and 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, and 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 director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Corporation or an affiliate of the Corporation, (ii) is for indemnity or insurance for the benefit of the director in connection with the Corporation, or (iii) is with an affiliate of the Corporation. If the director abstains from voting after disclosure of

their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Corporation at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Corporation for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Corporation and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

Nomination of Directors

Pursuant to their mandate, the Board has the responsibility of recruiting and recommending new members to the Board. It is expected that any new candidates will be identified having regard to: (i) the competence and skills that the Board considers to be necessary for the Board, as a whole, to possess; (ii) the competence and skills that the Board considers each existing director to possess; (iii) the competencies and skills that each new nominee will bring to the boardroom; and (iv) whether or not each new nominee can devote sufficient time and resources to his or her duties as a member of the Board. The Board reviews on a periodic basis the composition of the Board to ensure that an appropriate number of independent directors sit on the Board, and analyze the needs of the Board and recommend nominees who meet such needs.

Compensation

The Board conducts reviews with regard to directors' compensation once a year. To make its recommendation on directors' compensation, the Board takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies and aligns the interests of directors with the return to shareholders. The Board decides the compensation of the Corporation's officers, based on industry standards and the Corporation's financial situation. The Corporation is a CPC and in accordance with the CPC Policy, until the Corporation completes a Qualifying Transaction (as defined under the policies of the TSXV), the Corporation cannot provide any kind of compensation to its directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options to purchase Common Shares pursuant to the Stock Option Plan.

Other Board Committees

As at the date of this Management Information Circular, the Board has no standing committees other than the Audit Committee.

Assessments

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

MANAGEMENT CONTRACTS

The Corporation does not currently have any management contracts in place.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interest, direct or indirect, of any "informed person" of the Corporation, any proposed director of the Corporation or any associate or affiliate of any of the foregoing in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. The Current Nominees are directors and/or officers and shareholders of the Corporation.

For the purposes of the above, "informed person" means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a company that is itself an informed person or subsidiary of the Corporation; (c) any person or company 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% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

There are potential conflicts of interest to which all of the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction (as such term is defined in the policies of the TSXV). Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (Ontario).

AUDITOR

The auditor of the Corporation is MNP LLP, located at 1 Adelaide St E Suite 1900, Toronto, ON M5C 2V9. MNP LLP has served as the Corporation's auditor since October 12, 2021.

OTHER MATTERS COMING BEFORE THE MEETING

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting accompanying this Management Information Circular. However, if any other matter properly comes before the Meeting, the forms of proxy furnished by the Corporation will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional financial and other information is provided in the Corporation's Consolidated Financial Statements and Management's Discussion and Analysis for the financial year ended December 31, 2022. Any request for these documents can be made by contacting the Chief Executive Officer of the Corporation at (905) 484-7698. Information relating to the Corporation can also be obtained on SEDAR+ under the Corporation's profile at https://www.sedarplus.com.

DIRECTORS' APPROVAL

The contents and the sending of this Management Information Circular have been approved by the Board. A copy of this Management Information Circular has been sent to each Shareholder who is eligible to receive notice of, and vote his, her or its Common Shares, at the Meeting, as well as to each director and to the auditors of the Corporation.

DATED at Toronto, Ontario this 22nd day of September, 2023.

By Order of the Board

"Matthew McMillan"

Matthew McMillan, Chief Executive Officer and Director

SCHEDULE A AUDIT COMMITTEE CHARTER

See Attached.

AUDIT COMMITTEE CHARTER OF SPITFYRE CAPITAL INC.

1. Introduction

The Audit Committee (the "Committee" or the "Audit Committee") of Spitfyre Capital Inc. (the "Corporation") is a committee of the board of directors of the Corporation (the "Board"). The Committee shall oversee the accounting and financial reporting practices of the Corporation and the audits of the Corporation's financial statements and exercise the responsibilities and duties set out in this Mandate.

2. Membership

Number of Members

The Committee shall be composed of three or more members of the Board.

Independence of Members

A majority of the member of the Committee must be independent. "Independent" shall have the meaning, as the context requires, given to it in National Instrument 52-110 – Audit Committees, as may be amended from time to time.

Chair

At the time of the annual appointment of the members of the Audit Committee, the Board may appoint a Chair of the Audit Committee. If so appointed, the Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee's compliance with this Mandate, work with management to develop the Audit Committee's annual work-plan and provide reports of the Audit Committee to the Board.

Financial Literacy of Members

At the time of his or her appointment to the Committee, each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, 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 Corporation's financial statements.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

3. Meetings

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee shall constitute a quorum.

Calling of Meetings

The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer may call a meeting of the Audit Committee by notifying the Corporation's Corporate

Secretary who will notify the members of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Chair (or if no Chair is appointed, any member of the Committee) may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Audit Committee meeting. In addition, the Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities. At least once per year, the Committee shall meet with the internal auditor and management in separate sessions to discuss any matters that the Committee or such individuals consider appropriate.

Meetings without Management

The Committee may hold unscheduled or regularly scheduled meetings, or portions of meetings, at which management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.

Access to Management

The Committee shall have unrestricted access to the Corporation's management and employees and the books and records of the Corporation.

4. Duties and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the "Applicable Requirements").

Financial Reports

(a) General

The Audit Committee is responsible for overseeing the Corporation's financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation's financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the Corporation's annual consolidated financial statements and for reviewing the Corporation's unaudited interim financial statements.

(b) Review of Annual Financial Reports

The Audit Committee shall review the annual consolidated audited financial statements of the Corporation, the auditors' report thereon and the related management's discussion and analysis of the Corporation's financial condition and results of operation ("MD&A"). After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports

The Audit Committee shall review the interim consolidated financial statements of the Corporation, the auditors' review report thereon and the related MD&A. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the interim financial statements and the related MD&A.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

• (i) meet with management and the auditors to discuss the financial statements and MD&A;
• (ii) review the disclosures in the financial statements;
• (iii) review the audit report or review report prepared by the auditors;
• (iv) discuss with management, the auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
• (v) review the accounting policies followed and critical accounting and other significant estimates and judgements underlying the financial statements as presented by management;
• (vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under IFRS;
• (vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

• (viii) review management's report on the effectiveness of internal controls over financial reporting;

• (ix) review the factors identified by management as factors that may affect future financial results;

• (x) review results of the Corporation's audit committee whistleblower program; and
• (xi) review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or Applicable Requirements.
• (e) Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Corporation, press releases disclosing, or based upon, financial results of the Corporation and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

(f) Periodical Review of Procedures

The Audit Committee shall assess the adequacy of the procedures set out in (d) and (e) above on an annual basis and shall make recommendation to the Board with respect to any necessary amendments to this Audit Committee Charter.

Auditors

(a) General

The Audit Committee shall be responsible for oversight of the work of the auditors, including the auditors' work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

(b) Nomination and Compensation

The Audit Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Audit Committee shall have ultimate authority to approve all audit engagement terms and fees, including the auditors' audit plan.

(c) Resolution of Disagreements

The Audit Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

(d) Discussions with Auditors

At least annually, the Audit Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

(e) Audit Plan

At least annually, the Audit Committee shall review a summary of the auditors' annual audit plan. The Audit Committee shall consider and review with the auditors any material changes to the scope of the plan.

(f) Quarterly Review Report

The Audit Committee shall review a report prepared by the auditors in respect of each of the interim financial statements of the Corporation.

(g) Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the auditors a formal written statement describing all relationships between the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain written confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Audit Committee shall take appropriate action to oversee the independence of the auditors.

(h) Evaluation and Rotation of Lead Partner

At least annually, the Audit Committee shall review the qualifications and performance of the lead partner(s) of the auditors and determine whether it is appropriate to adopt or continue a policy of rotating lead partners of the external auditors.

(i) Requirement for Pre-Approval of Non-Audit Services

The Audit Committee shall approve in advance any retainer of the auditors to perform any non-audit service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit.

Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

(j) Approval of Hiring Policies

The Audit Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

(k) Communication with Internal Auditor

The internal auditor, when appointed, shall report regularly to the Committee. The Committee shall review with the internal auditor any problem or difficulty the internal auditor may have encountered including, without limitation, any restrictions on the scope of activities or access to required information, and any significant reports to management prepared by the internal auditing department and management's responses thereto.

The Committee shall periodically review and approve the mandate, plan, budget and staffing of the internal audit department. The Committee shall direct management to make changes it deems advisable in respect of the internal audit function.

The Committee shall review the appointment, performance and replacement of the senior internal auditing executive and the activities, organization structure and qualifications of the persons responsible for the internal audit function.

Financial Executives

The Committee shall review and discuss with management the appointment of key financial executives and recommend qualified candidates to the Board, as appropriate.

Internal Controls

(a) General

The Audit Committee shall review the Corporation's system of internal controls.

(b) Establishment, Review and Approval

The Audit Committee shall require management to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the auditors:

• (i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Corporation's internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management's conclusions;
• (ii) any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation's periodic regulatory filings;
• (iii) any material issues raised by any inquiry or investigation by the Corporation's regulators;
• (iv) the Corporation's fraud prevention and detection program, including deficiencies in internal controls that may impact the integrity of financial information, or may expose the Corporation to other significant internal or external fraud losses and the extent of those losses and any disciplinary action in respect of fraud taken against management or other employees who have a significant role in financial reporting; and
• (v) any related significant issues and recommendations of the auditors together with management's responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

Compliance with Legal and Regulatory Requirements

The Audit Committee shall review reports from the Corporation's Corporate Secretary and other management members on: legal or compliance matters that may have a material impact on the Corporation; the effectiveness of the Corporation's compliance policies; and any material communications received from regulators. The Audit Committee shall review management's evaluation of and representations relating to compliance with specific applicable law and guidance, and management's plans to remediate any deficiencies identified.

Audit Committee Whistleblower Procedures

The Audit Committee shall establish for (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Audit Committee and, if the Audit Committee determines that the matter requires further investigation, it will direct the Chair of the Audit Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and legal counsel to reach a satisfactory conclusion.

Audit Committee Disclosure

The Audit Committee shall prepare, review and approve any audit committee disclosures required by Applicable Requirements in the Corporation's disclosure documents.

Delegation

The Audit Committee may, to the extent permissible by Applicable Requirements, designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.

5. Authority

The Audit Committee shall have the authority:

• (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties;
• (b) to set and pay the compensation for any advisors employed by the Audit Committee; and
• (c) to communicate directly with the internal and external auditors.

6. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Audit Committee, functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation's Articles and By-laws, it is not intended to establish any legally binding obligations.

7. Mandate Review

The Audit Committee shall review and update this Mandate annually and present it to the Board for approval where the Audit Committee recommends amendments to this Mandate.

SCHEDULE B STOCK OPTION PLAN

See attached

STOCK OPTION PLAN OF SPITFYRE CAPITAL INC.

Dated for Reference October 26, 2021

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this 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. It is the intention of the Company that this Plan will at all times be in compliance with TSX Venture Policies (or, if applicable, NEX Policies) and any inconsistencies between this Plan and TSX Venture Policies (or, if applicable, NEX Policies) will be resolved in favour of the latter.

Definitions

• 1.2 In this Plan
• (a) "Affiliate" means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;
• (b) "Associate" has the meaning set out in the Securities Act;
• (c) "Blackout Period" means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company's insidertrading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject);
• (d) "Board" means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;
• (e) "Business Day" means a day other than a Saturday, Sunday, a statutory holiday in the Province of Ontario or any other day on which banks are authorized to be closed in Toronto, Ontario;
• (f) "Change of Control" includes situations where after giving effect to the contemplated transaction and as a result of such transaction:
  • (i) any one Person holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or resulting company, or,
  • (ii) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor,

where such Person or combination of Persons did not previously hold a sufficient number of voting shares to materially affect control of the Company or its successor and, in the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or resulting company is deemed to materially affect control of the Company or resulting company;

• (g) "Common Shares" means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture (or, NEX, as the case may be);
• (h) "Company" means Spitfyre Capital Inc., unless the context otherwise requires, all of its Affiliates and successors according to law;
• (i) "Consultant" means an individual or Consultant Company, other than an Employee, Officer or Director that:
• (i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;
• (ii) provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;
• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and
• (iv) has a relationship with the Company or an Affiliate of the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;
• (j) "Consultant Company" means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;
• (k) "CPC" means a capital pool company as defined in Policy 2.4 of the TSX Venture Policies;
• (l) "Directors" means the directors of the Company as may be elected from time to time;
• (m) "Discounted Market Price" has the meaning given in Policy 1.1 of the TSX Venture Policies;
• (n) "Disinterested Shareholder Approval" means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted shareholders' meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
• (o) "Distribution" has the meaning given in the Securities Act, and generally refers to a distribution of securities by the Company from treasury;
• (p) "Effective Date" for an Option means the date of grant thereof by the Board;
• (q) "Eligible Charitable Organization" has the meaning given in Policy 4.4 of the TSX Venture Policies;
• (r) "Employee" means an individual who is considered an employee of the Company or an Affiliate under the ITA, which for greater certainty, includes Directors and Officers.
• (s) "Exercise Price" means the amount payable per Common Share issuable on the exercise of an Option, as determined in accordance with the terms hereof;
• (t) "Expiry Date" means the day on which an Option lapses as specified in the Stock Option Agreement therefor or in accordance with the terms of this Plan;

(u) "Fair Market Value" means

(i) if the Common Shares are listed on a national securities exchange or traded in the overthe-counter market, the closing or, if not applicable, the last price of, the Common Shares on the composite tape or other comparable reporting system for the trading day on the applicable date; and

• (ii) if the Common Shares are neither listed on a national securities exchange nor traded in the over-the-counter market, the value of a Common Share as determined in good faith by the Board in its sole discretion after taking into account such factors as the Board determines in good faith are reasonable and appropriate to consider.
• (v) "Insider" means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;
• (w) "Investor Relations Activities" has the meaning given in Policy 1.1 of the TSX Venture Policies;
• (x) "IPO" means the initial public offering of the Company on the TSX Venture pursuant to a prospectus offering of its Common Shares from treasury;
• (y) "ITA" means the Income Tax Act (Canada) and any regulations thereunder, as amended from time to time;
• (z) "Management Company Employee" means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;
• (aa) "NEX" means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;
• (bb) "NEX Policies" means the rules and policies of NEX as amended from time to time;
• (cc) "Officer" means a Board appointed officer of the Company;
• (dd) "Option" means the right to purchase Common Shares granted hereunder to a Service Provider;
• (ee) "Optioned Shares" means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;
• (ff) "Optionee" means the recipient of an Option hereunder;
• (gg) "Outstanding Shares" means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;
• (hh) "Participant" means a Service Provider that becomes an Optionee;
• (ii) "Person" includes a company, any unincorporated entity, or an individual;
• (jj) "Plan" means this Stock Option Plan, the terms of which are set out herein or as may be amended;
• (kk) "Plan Shares" means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in Section 2.2;
• (ll) "Regulatory Approval" means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;
• (mm) "Remittance Amount" is defined in Section 4.4(a);

• (nn) "Securities Act" means the Securities Act (Ontario) and any regulation thereunder, as amended from time to time or any successor legislation;

• (oo) "Service Provider" means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

• (pp) "Share Compensation Arrangement" means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;
• (qq) "Shareholder Approval" means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders' meeting;
• (rr) "Stock Option Agreement" means the agreement evidencing the grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule A attached hereto;
• (ss) "Takeover Bid" means a takeover bid as defined in Section 89 of the Securities Act or the analogous provisions of securities legislation applicable to the Company;
• (tt) "TSX Venture" means the TSX Venture Exchange and any successor thereto; and
• (uu) "TSX Venture Policies" means the rules and policies of the TSX Venture as amended from time to time.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, NEX Policies).

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 STOCK OPTION PLAN

Establishment of Stock Option Plan

2.1 The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2 The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSX Venture Policies (and, if applicable, NEX Policies).

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Service Providers of the Company, or its Affiliates, from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

2.4 As a condition precedent to the issuance of an Option, the Company and the Optionee must be able to represent to the TSX Venture Exchange as of the Effective Date that the Optionee is a bona fide Service Provider of the Company, or its Affiliates.

Options Granted Under the Plan

2.5 All Options granted under the Plan will be evidenced by a Stock Option Agreement in the form attached as Schedule A, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.6 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of a Stock Option Agreement made hereunder.

Limitations on Issue

2.7 Subject to Section 2.11 and Section 6 of TSX Venture Policy 2.4, the following restrictions on issuances of Options are applicable under the Plan:

• (a) Unless the Company has obtained Disinterested Shareholder Approval, the aggregate number of Options granted to any one Person under this Plan, together with all other Share Compensation Arrangements, in any 12 month period shall not exceed 5% of the Outstanding Shares at the time of grant;
• (b) Unless the Company has obtained Disinterested Shareholder Approval: (i) the aggregate number of Options for issuance to Insiders under this Plan, together with all other Share Compensation Arrangements shall not exceed 10% of the Outstanding Shares; and (ii) the aggregate number of Options for issuance to Insiders in any 12 month period shall not exceed 10% of the Outstanding Shares at the time of grant;
• (c) the total number of Optioned Shares reserved under option for issuance to all Eligible Charitable Organizations may not exceed 1% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option;
• (d) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Company has obtained Disinterested Shareholder Approval to do so;
• (e) the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture (or NEX, as the case may be); and
• (f) the aggregate number of Options granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture.

2.8 While the Company is classified as a CPC, the Company shall comply with the following restrictions on issuances of Options pursuant to Section 6 of TSX Venture Policy 2.4, including but not limited to:

(a) Options may only entitle the holder to acquire Common Shares;

• (b) the total number of Optioned Shares reserved under option for issuance to any individual director or senior Officer may not exceed 5% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option;
• (c) no Options may be issued to persons providing Investor Relations Activities, promotional or marketmaking services to the Company;
• (d) the total number of Optioned Shares reserved under option for issuance to all technical consultants may not exceed 2% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option;
• (e) no Options may be granted to a person who is not a director or senior Officer of the Company, and where permitted by applicable Securities Laws (as defined in TSX Venture Policy 1.1), a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in TSX Venture Policy 2.4) or the Target Company (as defined in TSX Venture Policy 2.4), as the case may be, is required to evaluate the proposed Qualifying Transaction (as defined in TSX Venture Policy 2.4), a corporation, all of whose securities are owned by such a director, officer or technical consultant, or an Eligible Charitable Organization;
• (f) the Exercise Price per Option cannot be less than \$0.05 prior to the completion of its IPO;
• (g) all Options granted by the Company must be granted in compliance with TSX Venture Policy 4.4 and TSX Venture Policy 2.4;
• (h) no Options may be granted by the Company unless the Optionee first enters into a CPC Escrow Agreement (as defined in TSX Venture Policy 2.4) agreeing to deposit the Options, and the Optioned Shares acquired pursuant to the exercise of such Options, into escrow as described in Part 10 of TSX Venture Policy 2.4; and
• (i) the Expiry Date of an Option must not be later than 12 months after the Optionee ceases to be a director, senior Officer or technical consultant of the Company, or of the Resulting Issuer (as defined in TSX Venture Policy 2.4), as the case may be, subject to any earlier Expiry Date of such Option.

Options Not Exercised

2.9 In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.

Powers of the Board

2.10 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

• (a) grant Options hereunder;
• (b) allot Common Shares for issuance in connection with the exercise of Options; and
• (c) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of the Plan by the Board

2.11 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan as follows:

• (a) the Board may make amendments which are of a typographical, grammatical or clerical nature only;
• (b) the Board may amend provisions of the Plan relating to the vesting of Options or the termination of Options subject to prior written Regulatory Approval, if applicable, but no such change shall apply to Options previously granted that remain outstanding without the prior written consent of the applicable Optionee;
• (c) subject to any necessary Regulatory Approval, the Board may amend, suspend, terminate or discontinue the Plan except that no such action shall apply to Options previously granted that remain outstanding without the prior written consent of the applicable Optionee;
• (d) the Board may make such amendments as are required to comply with applicable Securities Laws ( as defined in TSX Venture Policy 1.1); and
• (e) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, the Board may make such amendments as may be required by the policies of such senior stock exchange or stock market.

Amendments Requiring Disinterested Shareholder Approval

2.12 The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

• (a) the Plan, together with all of the Company's other previous Share Compensation Arrangements, could result at any time in:
• (i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;
• (ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or,
• (iii) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares; or
• (b) any reduction in the Exercise Price of an Option previously granted to an Insider. With respect to an Option granted to an Employee, the Exercise Price shall not be reduced to an amount that is less than the Fair Market Value of the Common Share at the Effective Date; or
• (c) any extension of the term of an Option previously granted to an Insider.

Options Granted Under the Company's Previous Stock Option Plans

2.13 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 Subject to Section 7 of TSX Venture Policy 2.4, the Exercise Price of an Option will be set by the Board at the Effective Date and cannot be less than the Discounted Market Price. The Exercise Price in respect of each Common Share issuable under an Option granted to an Employee will not be less than the Fair Market Value of a Common Share at the Effective Date.

Term of Option

3.2 An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.3 Subject to Section 2.12(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, or the date of the last amendment of the Exercise Price. However, in no event shall the Exercise Price in respect of a Common Share issuable under an Option granted to an Employee be amended to an amount that is less than the Fair Market Value of a Common Share at the Effective Date.

3.4 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in Section 3.2.

3.5 Any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option.

Vesting of Options

3.6 Subject to Section 3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified in the applicable Stock Option Agreement, all such Options shall vest immediately. Vesting of Options may be made subject to:

• (a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or
• (b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period,

and any such conditions shall be set out in the applicable Stock Option Agreement.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

3.7 Notwithstanding Section 3.6, Options granted to Consultants conducting Investor Relations Activities will vest:

• (a) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or
• (b) such longer vesting period as the Board may determine,

all as set out in the applicable Stock Option Agreement.

3.8 If a Takeover Bid is made to the shareholders generally then the Company shall immediately upon receipt of notice of the Takeover Bid, notify each Optionee currently holding an Option of the Takeover Bid, with full particulars thereof whereupon such Option may, notwithstanding Section 3.6 and Section 3.7 or any vesting requirements set out in the applicable Stock Option Agreement, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture (or the NEX, as the case may be) for vesting requirements imposed by the TSX Venture Policies.

Extension of Options Expiring During Blackout Period

3.9 Should the Expiry Date for an Option fall within a Blackout Period, or within nine Business Days following the expiration of a Blackout Period, such Expiry Date shall, subject to approval of the TSX Venture (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the 10th Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. Notwithstanding Section 2.10, the 10th Business Day period referred to in this Section 3.9 may not be extended by the Board.

Optionee Ceasing to be Director, Employee or Service Provider

3.10 Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:

• (a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option; an Option granted to (i) Directors or Officers of the Company or an Affiliate will expire 90 days and (ii) all others including, but not limited to, Employees (other than Directors and Officers) and Consultants, will expire 30 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee in writing at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and
• (b) in the case of an Optionee being dismissed from employment or service for cause, such Optionee's Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same.

Change of Control

3.11 Despite any other provision of this Plan or any Stock Option Agreement, in the event of an actual or potential Change of Control, the Board has the right, in its sole discretion and on the terms it sees fit, without any action or consent required on the part of any Participant, to deal with any Options (or any portion of any Options) in the manner it deems equitable and appropriate in the circumstances, including the right to:

• (a) determine that any Options (or any portion of any Options) will remain in full force and effect in accordance with their terms after the Change of Control;
• (b) cause any Options (or any portion of any Options) to be converted or exchanged for options to acquire shares of another entity involved in the Change of Control, having the same value and terms and conditions as the Options;
• (c) accelerate the vesting of any unvested Options;
• (d) provide Participants with the right to surrender any Options (or any portion of any Options) for an amount per underlying Common Share equal to the positive difference, if any, between the Fair Market Value of the Common Share on the date of surrender and the Exercise Price; and
• (e) accelerate the date by which any Options (or any portion of any Options) must be exercised.

3.12 The Company will use its best efforts to give the affected Participants written notice of any determination made by the Board under Section 3.11(a) at least 14 days before the effective date of a transaction leading to a Change of Control.

Non Assignable

3.13 Subject to Section 3.10, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.14 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

• (a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;
• (b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of
• (c) Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;
• (d) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;
• (e) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this Section 3.14;
• (f) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;
• (g) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.14, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and
• (h) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.14, such

questions will be conclusively determined by the Company's auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Toronto, Ontario (or in the city of the Company's principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Stock Option Agreement

4.1 Upon grant of an Option hereunder, an authorized Officer of the Company will deliver to the Optionee a Stock Option Agreement detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof.

Manner of Exercise

• 4.2 An Optionee who wishes to exercise his Option may do so by delivering
• (a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and
• (b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired.

Tax Procedures

• 4.3 In addition to the procedures set out in Section 4.2, an Optionee who wishes to exercise an Option must:
• (a) deliver a certified cheque, wire transfer or bank draft payable to the Company, or an Affiliate, for the amount determined by the Company, or an Affiliate, to be the appropriate amount on account of such taxes or related amounts; or
• (b) otherwise ensure, in a manner acceptable to the Company, or an Affiliate, (if at all) in its sole and unfettered discretion, that the amount will be securely funded,

and must in all other respects follow any related procedures and conditions imposed by the Company.

Withholding of Tax

4.4 The Company and any Affiliate may take reasonable steps for the withholding of any taxes or other source deductions that it is required by applicable laws or the requirements of any governmental authority to remit in connection with this Plan, any Option or any issuance of Common Shares upon the exercise of an Option, including:

• (a) deducting and withholding the amount required to be remitted (the "Remittance Amount") from any cash remuneration or any other amount payable to a Participant, whether or not related to the Plan, the exercise of any Options or the issue of any Common Shares;
• (b) permitting the Participant to make a cash payment to the Company equal to the Remittance Amount; or
• (c) selling, or causing a broker engaged by the Company to sell, on behalf of any Participant, that number of Common Shares issued to the Participant pursuant to an exercise of Options, such that the amount received by the Company or Affiliate from the proceeds of the sale will be sufficient to satisfy the obligation to remit the Remittance Amount (and to fund any commissions payable to the broker and other costs and expenses of the transaction).

4.5 Any Common Shares of a Participant that are sold by the Company, or by a broker engaged by the Company, to fund a Remittance Amount will be sold as soon as practicable, and, if applicable, in transactions effected on the exchange on which the Common Shares are then listed for trading. In effecting the sale of any Common Shares, the Company or the broker will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the broker will be liable for any loss arising out of any sale of Common Shares, including any loss relating to the manner or timing of any sale, the prices at which the Common Shares are sold, or otherwise. In addition, neither the Company nor the broker will be liable for any loss arising from a delay in transferring any Common Shares to a Participant. The sale price of Common Shares sold on behalf of Participants will fluctuate with the market price of the Common Shares and no assurance can be given that any particular price will be received upon any sale.

Delivery of Optioned Shares and Hold Periods

4.6 As soon as practicable after receipt of the notice of exercise described in Section 4.2, payment in full for the Optioned Shares being acquired and receipt by the Company of any applicable taxes or assurance acceptable to the Company that such taxes will be securely funded in accordance Section 4.3, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. If the Exercise Price is set below the Fair Market Value of a Common Shares at the Effective Date, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month TSX Venture hold period commencing the date of the Stock Option Agreement.

ARTICLE 5 GENERAL

Employment and Services

5.1 Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee's office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the ITA or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable Securities Laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

5.3 The Plan will be governed and construed in accordance with the laws of the Province of Ontario.

Continuation of Plan

5.4 The Plan will become effective from and after the reference date of this Plan as noted on page A-1 hereof, and will remain effective provided that the Plan, or any amended version thereof receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to the reference date of the Plan.

Amendment of the Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate the Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of the Plan may require Shareholder Approval and will be subject to any required necessary Regulatory Approvals.

SCHEDULE A

SPITFYRE CAPITAL INC.

STOCK OPTION AGREEMENT

Spitfyre Capital Inc. (the "Company") has granted to (the "Optionee"), an option to acquire common shares (the "Options") of the Company, subject to the terms and conditions of the Company's stock option plan (the "Plan") established by the Company or any successor plan thereto, as amended from time to time in accordance with its terms, or as may be required by the TSX Venture Exchange (the "TSX-V"), which are deemed to be incorporated in this stock option agreement (the "Option Agreement"), and to the following specific provisions:

Option Agreement and Grant Date
Position with Company
Number of Options
Exercise Price
Expiry Date
Option Vesting Schedule

The Optionee agrees to be bound by the terms of the Plan. The terms of the Plan are deemed to be incorporated and to form a part of this Option Agreement. In the event of any inconsistency between the terms of the Plan and the terms of this agreement, the terms of the Plan will prevail.

The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX-V policies. At the date of grant of the Options, the Company is classified as a Tier 2 Issuer under TSX-V policies.

Each Optionee is solely responsible for reporting any tax benefit arising from the grant or exercise of the Option, as applicable, in his, her or its income tax return in the particular jurisdiction of residence.

If you exercise your Options before four months from the Option Grant date, a certificate for the common shares so acquired will be issued bearing the following legends:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE

________________________ [insert date that is four months and a day after the

distribution date]."

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON__________________[insert date that is four months from grant date]."

[delete if not applicable:] If you are a U.S. resident, the following additional legend will apply:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF INVESTOR'S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

Acknowledgement – Personal Information

The information set out in this Option Agreement about the undersigned Optionee will be used by the Company for making certain filings with the TSX-V and other applicable regulatory authorities. The Optionee acknowledges and consents to the collection and use of the Personal Information contained in this Option Agreement by the Company for the above purposes or as otherwise required by the TSX-V or other applicable regulatory authorities from time to time in accordance with their regulations. If you are in doubt about the above applicable requirements, please contact the Company.

Acknowledged and agreed by the Optionee SPITFYRE CAPITAL INC.

[insert name of optionee] Authorized Signatory

Address

Address (continued)

Telephone number

Email Address

SPITFYRE CAPITAL INC. (the "Company")

STOCK OPTION EXERCISE NOTICE

TO:	Spitfyre Capital Inc.
	100 King Street West
	Suite 1600, 1 First Canadian Place
	Toronto, ON M5X 1G5

The undersigned hereby gives notice of exercise of Options as detailed below and encloses a cheque or bank draft, payable to the Company, in the designated amount representing payment in full for those shares.

Option Agreement and Grant Date: Number of Options Exercised: Position with Company: Exercise Price: Option Exercise Amount: Plus Tax Withholding Amount: [if applicable] TOTAL Balance of number of Options remaining	\$ \$
exercisable until • [insert option expiry date]:	\$
DATED: __________
Print name of Optionee		Signature of Optionee
Address (for registration of shares)		Delivery address (if different from share registration address)
Telephone Number

Email Address

SCHEDULE C BY-LAW NO. 1

See attached

BY LAW NUMBER 1

A BY LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF

NEOTERREX INCORPORATED

(the "Corporation")

CONTENTS

ONE	-	INTERPRETATION
TWO	-	BUSINESS OF THE CORPORATION
THREE	-	BORROWING AND SECURITIES
FOUR	-	DIRECTORS
FIVE	-	COMMITTEES
SIX	-	OFFICERS
SEVEN	-	PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
EIGHT	-	SHARES AND OTHER SECURITIES
NINE	-	DIVIDENDS AND RIGHTS
TEN	-	MEETINGS OF SHAREHOLDERS
ELEVEN	-	DIVISIONS AND DEPARTMENTS
TWELVE	-	NOTICES
THIRTEEN	-	DOCUMENTS IN ELECTRONIC OR OTHER FORM
FOURTEEN	-	EFFECTIVE DATE

SECTION ONE DEFINITIONS

1.01 In the by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Canada Business Corporations Act, and any statute that may be substituted therefore, as from time to time amended;

"appoint" includes "elect" and vice versa;

"articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival of the Corporation and includes an amendment to any of them;

"board" means the board of directors of the Corporation;

"by-laws" means this by law and all other by laws of the Corporation from time to time in force and effect;

"corporation" means a body corporate incorporated or continued under the Act and not discontinued under the Act;

"electronic document" means, subject to the Act, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means;

"information system" means a system used to generate, send, receive, store or otherwise process an electronic document;

"meeting of shareholders" includes an annual meeting of shareholders and a special meeting of shareholders;

"non business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada);

"prescribed" means prescribed by the Act or the regulations, as the case may be;

"recorded address" means in the case of a shareholder, the shareholder's latest address as shown in the records of the Corporation or its transfer agent; and in the case of a director, at the director's latest address as shown in the records of the Corporation or in the last notice filed under the Act; and in the case of an officer, an auditor or a member of a committee of the board, such person's latest address as recorded in the records of the Corporation;

"regulations" means the regulations to the Act and any regulations that may be substituted therefore, as from time to time amended;

"signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.04 or by a resolution passed pursuant thereto;

"special meeting of shareholders" includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

"unanimous shareholder agreement" means a written agreement among all the shareholders of the Corporation, or among all such shareholders and a person who is not a shareholder, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the Corporation, as from time to time amended; or a written declaration made by a person who is the beneficial owner of all the issued shares of the Corporation that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the Corporation, as from time to time amended;

Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, associations, unincorporated organizations and personal representatives.

SECTION TWO BUSINESS OF THE CORPORATION

2.01 REGISTERED OFFICE

Until changed in accordance with the Act, the registered office of the Corporation shall be in the province specified in the articles, and at such location therein as the board may from time to time determine.

2.02 CORPORATE SEAL

The Corporation may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted. A document executed on behalf of the Corporation is not invalid merely because a corporate seal is not affixed to it.

2.03 FINANCIAL YEAR

The financial year of the Corporation shall be determined by the board from time to time.

2.04 EXECUTION OF INSTRUMENTS

Any officer or any director may sign certificates and similar instruments (other than share certificates) on the Corporation's behalf with respect to any factual matters relating to the Corporation's business and affairs, including certificates certifying copies of the articles, by laws, resolutions and minutes of meetings of the Corporation. Subject to the foregoing:

• (a) Deeds, transfers, assignments, contracts, obligations and other instruments shall be signed on behalf of the Corporation by one (1) or more persons who hold the office of director, chairman of the board, president, managing director, vice president, secretary, treasurer, assistant secretary or assistant treasurer or any other office created by by-law or by resolution of the board. When there is only one director and that director is the only officer of the Corporation, deeds, transfers, assignments, contracts, obligations and other instruments may be signed by that person alone, as director or officer, on behalf of the Corporation;
• (b) Security certificates (including share certificates) shall be signed by at least one director or officer of the Corporation, or by a registrar, transfer agent or branch transfer agent of the Corporation or an individual on their behalf, or by a trustee who certifies it in accordance with a trust indenture. Any signatures required on a security certificate (including share certificates) may be printed or otherwise mechanically reproduced on it.

In addition, the board may from time to time direct the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer or director may affix the corporate seal to any instrument requiring the same.

Any resolutions of the directors or shareholders of the Corporation and any documents and other instruments in writing requiring execution on behalf of the Corporation may be executed in separate counterparts, and all such executed counterparts when taken together shall constitute one resolution, document or other instrument in writing as the case may be. The Corporation and the directors and shareholders shall be entitled to rely on delivery of a facsimile copy of any executed resolution of the directors or shareholders of the Corporation or any executed document or other instrument in writing and such facsimile copy shall be legally effective to create a valid and binding resolution, document or other instrument in writing as the case may be.

2.05 BANKING ARRANGEMENTS

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE

The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officers executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

SECTION THREE BORROWING AND SECURITIES

3.01 BORROWING POWER

Without limiting the borrowing powers of the Corporation as set forth in the Act and subject to the articles and any unanimous shareholder agreement, the board may from time to time:

• (a) borrow money upon the credit of the Corporation;
• (b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation, whether secured or unsecured;
• (c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
• (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 DELEGATION

Subject to the articles and any unanimous shareholder agreement, the board may from time to time delegate to such one or more of the directors and officers of the Corporation or a committee of directors as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.

SECTION FOUR DIRECTORS

4.01 NUMBER OF DIRECTORS AND QUORUM

Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum of directors provided in the articles. Subject to section 4.09, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors holding office or such greater or lesser number of directors as the board may from time to time determine.

4.02 QUALIFICATION

No person shall be qualified for election as a director if he is less than 18 years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder.

4.03 RESIDENCY

Subject to the Act, at least 25% of the directors of the Corporation must be resident Canadians. However, if the Corporation has less than four directors, at least one director must be a resident Canadian.

4.04 ELECTION AND TERM

The election of directors shall take place at the first meeting of the shareholders and at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re election. The number of directors to be elected at any such meeting shall, if a maximum or minimum number of directors is authorized, be the number of directors then in office unless the directors or the shareholders otherwise determine or shall, if a fixed number of directors is authorized, be such fixed number. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

4.05 REMOVAL OF DIRECTORS

Subject to the provisions of the Act, the shareholders may by resolution passed at a meeting specially called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors.

4.06 VACATION OF OFFICE

A director ceases to hold office when: he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director, or his written resignation is sent or delivered to the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

Subject to the Act, if all of the directors of the Corporation have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the Corporation is deemed to be a director for the purposes of the Act.

4.07 VACANCIES

Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the minimum number of directors or from a failure of the shareholders to elect the minimum number of directors provided for in the articles. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the minimum number of directors provided for in the articles, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no directors then in office, any shareholder may call the meeting.

4.08 ACTION BY THE BOARD

Subject to any unanimous shareholder agreement, the board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to sections 4.09 and 4.10, the powers of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute a meeting.

4.09 CANADIAN DIRECTORS PRESENT AT MEETINGS

Subject to the Act, the board shall not transact business at a meeting unless,

• (a) if the Corporation is subject to subsection 105(3) of the Act, at least 25% of the directors present are resident Canadians, or if the Corporation has less than four directors, at least one of the directors present is a resident Canadian; or
• (b) if the Corporation is subject to subsection 105(3.1) of the Act, a majority of the directors present are resident Canadians or if the Corporation has only two directors, at least one of the directors present is a resident Canadian.

Despite the foregoing but subject to the Act, directors may transact business at a meeting of directors where the number of resident Canadian directors required is not present if

• (a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting, or
• (b) the required number of resident Canadian directors would have been present had that director been present at the meeting.

4.10 PARTICIPATION

A director may, in accordance with the regulations, if any, and if all the directors of the Corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of the Act, to be present at that meeting.

4.11 PLACE OF MEETINGS

Meetings of the board may be held at any place in or outside Canada.

4.12 CALLING OF MEETINGS

Meetings of the board shall be held from time to time at such place, on such date and at such time as the board, the chairman of the board, the managing director, the president or any two directors may determine.

4.13 NOTICE OF MEETING

Notice of the time and place of each meeting of the board shall be given in the manner provided in section 12.01 to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including, if required by the Act, any proposal to:

• (a) submit to the shareholders any question or matter requiring approval of the shareholders;
• (b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;
• (c) issue securities except as authorized by the directors;

• (d) issue shares of a series under the Act except as authorized by the directors;

  • (e) declare dividends;

• (f) purchase, redeem or otherwise acquire shares issued by the Corporation;

• (g) pay a commission referred to in the Act except as authorized by the directors;
• (h) approve a management proxy circular;
• (i) approve a take-over bid circular or directors' circular;
  • (j) approve any annual financial statements; or
  • (k) adopt, amend or repeal by laws.

A director may in any manner waive notice of or otherwise consent to a meeting of the board.

4.14 FIRST MEETING OF NEW BOARD

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.15 ADJOURNED MEETING

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.16 REGULAR MEETINGS

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.17 CHAIRMAN

The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director, president, or a vice president. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the directors present shall choose one of their number to be chairman.

4.18 VOTES TO GOVERN

At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

4.19 CONFLICT OF INTEREST

A director or officer who is a party to; or who is a director or officer, or an individual acting in a similar capacity, of a party to; or has a material interest in any person who is a party to, a material contract or material transaction, whether made or proposed, with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or, in the event that all of the directors are so interested in such contract or the directors determine that it is advisable, to the shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the board or shareholders. A director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.

4.20 REMUNERATION AND EXPENSES

Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefore.

4.21 VALIDITY OF ACTS OF DIRECTORS AND OFFICERS

An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

SECTION FIVE COMMITTEES

5.01 COMMITTEE OF DIRECTORS

The board may appoint a committee of directors, however designated, and delegate to such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of directors has no authority to exercise.

5.02 TRANSACTION OF BUSINESS

Subject to the provisions of section 4.10, the powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

5.03 ADVISORY COMMITTEES

The board may from time to time appoint such other committees as it may deem advisable, but the functions of any such other committees shall be advisory only.

5.04 PROCEDURE

Unless otherwise determined by the board, each committee shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

SECTION SIX OFFICERS

6.01 APPOINTMENT

Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director and one person may hold more than one office.

6.02 CHAIRMAN OF THE BOARD

The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by law assigned to the managing director or to the president, and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the chairman of the board, his duties shall be performed and his powers exercised by the managing director, if any, or by the president.

6.03 MANAGING DIRECTOR

The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

6.04 PRESIDENT

The board may from time to time also appoint a president. If appointed, the president shall, subject to the discretion of the board, be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.05 VICE PRESIDENT

The board may from time to time also appoint a vice-president. If appointed, the vice president shall have such powers and duties as the board or the chief executive officer may specify.

6.06 SECRETARY

The board may from time to time also appoint a secretary. If appointed, the secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the board or the chief executive officer may specify.

6.07 TREASURER

The board may from time to time also appoint a treasurer. If appointed, the treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the board or the chief executive officer may specify.

6.08 POWERS AND DUTIES OF OTHER OFFICERS

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

6.09 VARIATION OF POWERS AND DUTIES

The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

6.10 TERM OF OFFICE

The board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer's rights under any employment contract or otherwise at law. Otherwise each officer appointed by the board shall hold office until his successor is appointed, or until his earlier resignation.

6.11 TERMS OF EMPLOYMENT AND REMUNERATION

The terms of employment and the remuneration of an officer appointed by the board shall be settled by it from time to time.

6.12 CONFLICT OF INTEREST

An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.19.

6.13 AGENTS AND ATTORNEYS

The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the powers to subdelegate) as may be thought fit.

6.14 FIDELITY BONDS

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine.

SECTION SEVEN PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 LIMITATION OF LIABILITY

Every director and officer of the Corporation in exercising his powers and discharging his duties shall 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. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations or from liability for any breach thereof.

7.02 INDEMNITY

Subject to the Act, the Corporation shall indemnify a director or officer of the Corporation; a former director or officer of the Corporation; or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

The Corporation shall not indemnify an individual under the foregoing unless the individual

• (a) acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation's request, and
• (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

The Corporation shall also indemnify an individual in such other circumstances as the Act permits or requires.

7.03 INSURANCE

Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of an individual referred to in section 7.02 against any liability incurred by the individual

• (a) in the individual's capacity as a director or officer of the Corporation, or
• (b) in the individual's capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation's request,

in such amounts as the board may from time to time determine.

SECTION EIGHT SHARES AND OTHER SECURITIES

8.01 ALLOTMENT

The Board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 COMMISSIONS

The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.03 REGISTRATION OF TRANSFERS

Subject to the provisions of the Act, no transfer of securities shall be registered in a securities register except upon presentation of the certificate representing such securities with an endorsement, which complies with the Act, made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.05.

8.04 TRANSFER AGENTS AND REGISTRARS

The board may from time to time appoint one or more agents to maintain, in respect of each class of securities of the Corporation issued by it in registered form, a central securities register and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to his functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such appointment.

8.05 LIEN FOR INDEBTEDNESS

If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder or the shareholder's personal representative for a debt of that shareholder to the Corporation, such lien may be enforced, subject to any other provisions of the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

8.06 NON RECOGNITION OF TRUSTS

Subject to the provisions of the Act, the Corporation may treat as absolute owner of any security the person in whose name the security is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice of description in the Corporation's records or on the security certificate.

8.07 SECURITY CERTIFICATES

Every holder of securities of the Corporation shall be entitled, at his option, to a security certificate that complies with the Act, or to a non transferable written acknowledgment of his right to obtain a security certificate, stating the number and class or series of securities held by him as shown on the securities register. Security certificates and acknowledgments of a shareholder's right to a security certificate, respectively, shall be in such form as the board shall from time to time approve. Any security certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal; provided that, unless the board otherwise determines, certificates representing securities in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of one of the signing officers or, in the case of security certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon security certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A security certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

8.08 REPLACEMENT OF SECURITY CERTIFICATES

The board or any officer or agent designated by the board shall direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding the prescribed amount, if any, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.09 JOINT HOLDERS

If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such security.

In the event of the death of a holder, or of one of the joint holders, of any security, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

SECTION NINE DIVIDENDS AND RIGHTS

9.01 DIVIDENDS

Subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.

9.02 DIVIDEND CHEQUES

A dividend payable in cash shall be paid by cheque or other comparable form of payment to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders, the cheque or other comparable form of payment shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque or other comparable form of payment as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.03 NON RECEIPT OF CHEQUES

In the event of non receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non receipt and of title as the board may from time to time prescribe whether generally or in any particular case.

9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS

The board may, within the prescribed period, fix in advance a date, as a record date for determining shareholders entitled to receive payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation and, unless notice of the record date is waived in writing, notice of any such record date shall be given within the prescribed period. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or for the issue of any warrant or other evidence of or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

9.05 UNCLAIMED DIVIDENDS

Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION TEN MEETINGS OF SHAREHOLDERS

10.01 ANNUAL MEETINGS

Subject to the Act, the annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing an auditor and for the transaction of such other business as may properly be brought before the meeting.

10.02 SPECIAL MEETINGS

The board shall have power to call a special meeting of shareholders at any time.

10.03 PLACE OF MEETINGS

Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Canada. Subject to the Act, a meeting of shareholders of the Corporation may be held at a place outside Canada if the place is specified in the articles or if all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

10.04 PARTICIPATION

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting.

10.05 MEETING HELD BY ELECTRONIC MEANS

If the directors or shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

10.06 NOTICE OF MEETINGS

Notice of the time and place of each meeting of shareholders shall be given, within the prescribed period, in the manner provided in section 12.01, to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's or accountant's report, election of directors and reappointment of the incumbent auditor or accountant shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders.

10.07 LISTS OF SHAREHOLDERS ENTITLED TO NOTICE AND TO VOTE

For every meeting of shareholders, the Corporation shall, within the time period prescribed by the Act, prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to receive notice of the meeting, as of the record date for notice of the meeting as fixed by the directors, or, if no record date is fixed by the directors, as deemed by the Act.

For every meeting of shareholders, the Corporation shall, within the time period prescribed by the Act, prepare a list of shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting, as of the record date for voting at the meeting as fixed by the directors, or, if no record date is fixed by the directors, as deemed by the Act.

10.08 RECORD DATE FOR NOTICE AND VOTING

• (a) The board may, within the prescribed period, fix in advance a date, as a record date for determining shareholders entitled to receive notice of a meeting of shareholders.
• (b) If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is so given or, if no notice is given, the day on which the meeting is held.
• (c) The board may, within the prescribed period, fix in advance a date, as a record date for determining shareholders entitled to vote at a meeting of shareholders.
• (d) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date shall be given within the prescribed period and in the manner set out in the Act.

10.09 MEETINGS WITHOUT NOTICE

A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.10 CHAIRMAN, SECRETARY AND SCRUTINEERS

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: chairman of the board, president, managing director or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be a shareholder, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.11 PERSONS ENTITLED TO BE PRESENT

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote are entitled or required under any provision of the Act or the articles or by laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

1.01 QUORUM

A quorum for the transaction of business at any meeting of shareholders shall be at least one (1) person present in person, being a shareholder entitled to vote thereat or a duly appointed proxy or representative for an absent shareholder so entitled and representing in the aggregate not less than 10% of the outstanding shares of the Corporation carrying voting rights at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholder(s) present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholder(s) present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

10.12 RIGHT TO VOTE

Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to in section 10.07, every person who is named in such list shall be entitled to vote the shares shown opposite his name at the meeting to which the list relates.

10.13 PROXIES

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.

10.14 TIME FOR DEPOSIT OF PROXIES

The board may specify in a notice calling a meeting of shareholders a time, not exceeding 48 hours excluding Saturdays and holidays, preceding the meeting or an adjournment thereof, before which time proxies to be used at such meeting must be deposited with the Corporation or its agent. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.15 JOINT SHAREHOLDERS

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

10.16 VOTES TO GOVERN

At any meeting of shareholders every question shall, unless otherwise required by the articles or by laws or by law, be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote.

10.17 SHOW OF HANDS

Subject to the provisions of the Act any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried, an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

10.18 BALLOTS

57750197\10 On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.19 ELECTRONIC VOTING

Despite section 10.18, any vote referred to in such section may be held in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility.

Any person participating in a meeting of shareholders under sections 10.04 or 10.05 and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

10.20 ADJOURNMENT

If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.21 RESOLUTION IN WRITING

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.

10.22 ONLY ONE SHAREHOLDER

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

SECTION ELEVEN DIVISIONS AND DEPARTMENTS

11.01 CREATION AND CONSOLIDATION OF DIVISIONS

The board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub units and the business and operations of any such divisions or sub units to be consolidated upon such basis as the board may consider appropriate in each case.

11.02 NAME OF DIVISION

Any division or its sub units may be designated by such name as the board may from time to time determine and may transact business under such name, provided that the Corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation.

11.03 OFFICERS OF DIVISIONS

From time to time the board or, if authorized by the board, the chief executive officer, may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board or, if authorized by the board, the chief executive officer, may remove at its or his pleasure any officer so appointed, without prejudice to such officer's rights under any employment contract. Officers of divisions or their sub units shall not, as such, be officers of the Corporation.

SECTION TWELVE NOTICES

12.01 METHOD OF GIVING NOTICES

Any notice, document or other information (which term includes any communication or documents) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him pursuant to Section Thirteen hereof. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent pursuant to Section Thirteen hereof shall be deemed to have been given when it is sent or otherwise forwarded via the relevant information system. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

12.02 NOTICE TO JOINT SHAREHOLDERS

If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

12.03 COMPUTATION OF TIME

In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall also be excluded.

12.04 UNDELIVERED NOTICES

If any notice given to a shareholder pursuant to section 12.01 is returned on two consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

12.05 OMISSIONS AND ERRORS

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

12.06 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

12.07 WAIVER OF NOTICE

Any shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations, the articles, the by-laws or otherwise and such waiver or abridgment, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgment shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.

SECTION THIRTEEN DOCUMENTS IN ELECTRONIC OR OTHER FORM

13.01 CREATION AND PROVISION OF INFORMATION

Subject to the Act and the regulations, a notice, document or other information may be created or provided in the form of an electronic document and such electronic document may be generated, sent, received, stored or otherwise processed by means of an information system.

SECTION FOURTEEN EFFECTIVE DATE

14.01 EFFECTIVE DATE

This by law shall come into force when made by the board in accordance with the Act.

MADE AND ADOPTED by the board of directors the ● day of ●, 2023.

President

CONFIRMED by the shareholders in accordance with the Act the ● day of ●, 2023.

President

- 73 -

SCHEDULE D SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

SHAREHOLDERS RIGHT TO DISSENT

Rights of dissenting shareholders

185

• (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,
• (a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
• (b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
• (c) amalgamate with another corporation under sections 175 and 176;
• (d) be continued under the laws of another jurisdiction under section 181;
• (d.1) be continued under the Co-operative Corporations Act under section 181.1;
• (d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or
• (e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1); 2017, c. 20, Sched. 6, s. 24.

Idem

• (2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,
• (a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or
• (b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.

Exception

• (3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,
• (a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or
• (b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).

Demand for payment of fair value

• (10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,
• (a) the shareholder's name and address;
• (b) the number and class of shares in respect of which the shareholder dissents; and
• (c) a demand for payment of the fair value of such shares. R.S.O. 1990, c. B.16, s. 185 (10).

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).

Rights of dissenting shareholder

• (14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,
• (a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
• (b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
• (c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder's rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).

• (14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),
• (a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
• (b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
  • (i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
  • (ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Same

• (14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,
• (a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
• (b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Offer to pay

• (15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,
• (a) a written offer to pay for the dissenting shareholder's shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
• (b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).

Notice to shareholders

• (22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,
• (a) has sent to the corporation the notice referred to in subsection (10); and
• (b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder's right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).

Idem

• (29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,
• (a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder's full rights are reinstated; or
• (b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).

Idem

57750197\10

• (30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,
• (a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).