Network Media Group Inc — Proxy Solicitation & Information Statement 2024

Aug 16, 2024

N E T W O R K

Media Group Inc.

207 – 1525 West 8[th] Avenue, Vancouver, BC V6J 1T5 Tel: (604) 739-8825 /Fax: (604) 909-2895

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of NETWORK MEDIA GROUP INC. (the “ Company ”) will be held at Suite 1100 – 1111 Melville Street, Vancouver, British Columbia Canada V6E 3V6, on Friday, September 6, 2024, at 10:00 a.m. (Vancouver time) for the following purposes:

1. To table the audited consolidated financial statements of the Company for its financial year ended November 30, 2023, together with the report of the auditor thereon and the related management’s discussion and analysis;

2. To fix the number of directors to be elected at five (5) and to elect directors of the Company;

3. To appoint Baker Tilly WM LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year, and to authorize the directors to fix their remuneration;

4. To consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to ratify, confirm and approve an amendment to the expiry date and exercise price of all the current issued and outstanding options, as more particularly described in the attached management information circular;

5. To consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to adopt, ratify and approve the Company’s 20% Fixed Omnibus Long Term Incentive Plan, as more particularly described in the attached management information circular; and

6. To transact such further or other business as may properly come before the Meeting or any adjournment thereof.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The Company’s audited financial statements for the financial year ended November 30, 2023, the report of the auditor, and related management discussion and analysis thereon will be made available at the Meeting and are available on www.sedarplus.ca.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their common shares (“Shares”) will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their Shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia Canada, August 1, 2024.

BY ORDER OF THE BOARD

(signed) “Derik A. Murray”

Derik A. Murray Chief Executive Officer

N E T W O R K

Media Group Inc.

207 – 1525 West 8[th] Avenue, Vancouver, BC V6J 1T5 Tel: (604) 739-8825 / Fax: (604) 909-2895

INFORMATION CIRCULAR

as at July 30, 2024 (except as otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of NETWORK MEDIA GROUP INC. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of its shareholders (“Shareholders”) to be held on Friday, September 6, 2024, at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

The information contained in this Information Circular (the “ Circular ”) is given as at July 30, 2024 (the “ Record Date ”), except where otherwise noted. No person has been authorized to give any information or to make any representation in connection with the matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company. This Circular does not constitute the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation. Information contained in this Circular should not be construed as legal, tax or financial advice and shareholders are urged to consult their own profession advisors in connection therewith.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are directors and/or officers of the Company If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

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

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

• (b) any amendment to or variation of any matter identified therein, and

• (c) any other matter that properly comes before the Meeting.

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

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders may choose one of the following options to submit their proxy:

• (a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 3[rd] Floor, 510 Burrard Street, Vancouver, British Columbia Canada V6C 3B9;

• (b) use a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder’s account number and the control number; or

• (c) use the internet through the website of the Company’s transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the control number.

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Beneficial Shareholders

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

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

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” or Non-Objecting Beneficial Owners).

The Company is taking advantage of the provisions of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” that permit it to directly deliver proxy-related materials to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form (“ VIF ”) from our transfer agent, Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contain complete instructions. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Shares are voted at the Meeting.

2 | P a g e

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Shares voted at the Meeting or to have an alternate representative duly appointed to attend the Meeting and to vote your Shares at the Meeting.

Notice to United States Shareholders

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws. The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), all of its directors and its executive officers are residents of Canada and a significant portion of its assets and the assets of such persons are located outside the United States. Shareholders may not have standing to bring a claim against a foreign corporation or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign corporation and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

• (a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P. O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

• (b) personally attending the Meeting and voting the registered shareholder’s Shares.

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

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the best of our knowledge, except as otherwise disclosed herein, no director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, and the Company’s share compensation plan as set out herein.

3 | P a g e

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

The Company has an unlimited number of authorized common shares with no par value (“ Shares ”) and an unlimited number of authorized preferred shares with no par value. The Company’s Shares are listed on the TSX Venture Exchange (“ TSX Venture ”) under stock symbol “NTE” and under OTCQB under “NETWF”. The board of directors (the “ Board ”) of the Company has fixed July 30, 2024, as the record date (the “ Record Date ”) for the determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting. As of Record Date, the Company had 17,824,704 issued and outstanding Shares.

The quorum for the transaction of business at a meeting of shareholders is at least one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least five (5%) of the issued shares entitled to be voted at the Meeting.

To the knowledge of the Company’s directors and executive officers, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company.

1. FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the fiscal year ended November 30, 2023, with the auditor’s report thereon, and related management discussion and analysis, will be tabled at the Meeting and will be available at the Meeting. These documents are also available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

No approval or other action needs to be taken at the Meeting in respect of these documents.

2. ELECTION OF DIRECTORS

Number of Directors

Under the Company’s Articles and pursuant to the Business Corporations Act (British Columbia) , the number of directors may be set by ordinary resolution but shall not be fewer than three (3). The Company currently has five (5) directors and all five directors are being put forward by management of the Company for election at the Meeting.

The Company’s management recommends the Shareholders vote in favour of the resolution fixing the number of directors at FIVE (5). Unless given instructions to the contrary, the management proxyholders intend to vote FOR the resolution fixing the number of directors at FIVE (5).

Nominees for Election

The following disclosure sets out the names of management’s five (5) nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment for the five (5) preceding years, the period of time during which each has been a director of the Company and the number of Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at Record Date, July 30, 2024.

Name, Province or State and Country of Residence of Nominee	Present Principal Occupation, Business or Employment(1)	Director Since	Common Shares Held(2)
ALI PEJMAN(3) Chairman and Director British Columbia, Canada	Managing Partner at Fort Capital Partners, investment bank specializing in mergers and acquisitions and equity capital markets	October 22, 2019	690,666(4)
DERIK A MURRAY Chief Executive Officer and Director British Columbia, Canada	Chief Executive Officer (Network Media Group Inc.)	December 29, 2011	1,672,147

4 | P a g e

Name, Province or State and Country of Residence of Nominee	Present Principal Occupation, Business or Employment(1)	Director Since	Common Shares Held(2)
PAUL GERTZ Chief Operating Officer and Director British Columbia, Canada	Chief Operating Officer (Network Media Group Inc.)	December 29, 2011	760,432
DR. GREG ZESCHUK(3) Director Alberta, Canada	Owner and manager of breweries and restaurants	December 4, 2013	621,428(5)
TIM GAMBLE(3) Director British Columbia, Canada	Consultant / Business advisor	September 27, 2021	270,000

Notes:

(1) Includes occupations for preceding five years unless the director was elected at the previous annual general meeting and was shown as a nominee for election as a director in the information circular for that meeting.

(2) The approximate number of Shares of the Company carrying the right to vote in all circumstances beneficially owned, or over which control or direction, directly or indirectly, is exercised by each proposed nominee as of July 30, 2024. This information is not within the knowledge of the management of the Company and has been furnished by the respective individuals, or has been extracted from the register of shareholdings maintained by the Company’s transfer agent or from insider reports filed by the individuals and available through the internet at www.sedi.ca.

(3) Member of the Audit Committee.

(4) These shares are held by Bullheart Capital Inc., a company wholly owned by Ali Pejman.

(5) 1124005 Alberta Ltd., a company wholly owned by Dr. Zeschuk, owns 571,428 of these shares.

The following are brief profiles of the nominees:

Ali Pejman - Chairman, Director

Mr. Pejman is a Fellow of the Chartered Professional Accountants (FCPA) and holds a Bachelor of Commerce from the University of British Columbia. Ali is currently Managing Partner at Fort Capital Partners, an investment bank specializing in mergers and acquisitions, and equity capital markets. During his 20 plus year career as an Investment Banker, he has led the teams that raised over $3 billion in equity transactions and advised on $22 billion in M&A. He is also an active member of the community including Chair Major Gifts, VGH & UBC Foundation and was prior Chair Audit, Metro Vancouver Transit Police, and Advisor, TSX Venture National Advisory Committee.

Derik Murray – Founder, CEO, Director

Mr. Murray is the founder, CEO, and creative force behind Network Entertainment. Since producing Network's first feature documentary - the Academy Award-shortlisted Facing Ali with Lionsgate Entertainment - Derik has architected a robust slate of premium documentary content, including the award-winning I AM series of feature documentaries that profile global cultural icons, including Bruce Lee, Steve McQueen, Heath Ledger, Chris Farley, Patrick Swayze, and MLK Jr. Derik's ever-growing body of work boasts collaborations with exceptional partners, including fashion designer John Varvatos and punk pioneer Iggy Pop on the four-part PUNK series, and Executive Producer and host Robert Downey Jr. on the eight-part series, The Age of A.I .

Derik recently produced SIDNEY in partnership with Oprah Winfrey and directed by Reginald Hudlin, for Apple TV+, which premiered at TIFF 2022 and has won numerous prestigious accolades including Best Documentary from the African American Film Critics Association, Outstanding Directing in a Documentary from the NAACP Image Awards, and Best Biographical Documentary from the Critics Choice Documentary Awards; and, BRATS , a provocative exploration of what it meant to be part of the Brat Pack, then and now, directed and executive produced by original Brat Pack member Andrew McCarthy, based on his New York Times bestselling book BRAT: An '80s Story , in partnership with NEON and ABC News Studio which showcased at Tribeca on June 7 and premiered on Hulu on June 13, achieving the #1 spot. Past releases include Women Who Rock , a follow-up to the successful PUNK series, executive produced with John Varvatos and directed by Jessica Hopper for EPIX. Upcoming releases include a feature documentary on ground-breaking musical artist Sly Stone, of Sly and

5 | P a g e

the Family Stone, directed by Academy Award-winner and four-time Grammy and Sundance Film Festival Award-winner Ahmir "Questlove" Thompson, in partnership with MRC Non-Fiction; and Bernie Taupin , a documentary feature, directed by Matthew Miele, celebrating Elton John’s legendary lyricist and their half-century partnership.

Derik’s work has been recognized by the Academy Awards, the Emmys, the Critics Choice Documentary Awards, the African American Film Critics Association, the NAACP Image Awards, the Realscreen Awards, the Gemini Awards, the People’s Choice Awards, and the Leo Awards, and his films have premiered at leading film festivals including the Tribeca Film Festival, the Toronto International Film Festival, SXSW Film Festival, Los Angeles Film Festival, and the Seattle International Film Festival.

Paul Gertz – Director, COO

After simultaneously earning his M.B.A. and law degree at USC, Mr. Gertz began his career in business affairs at leading animation studio Ruby-Spears, before being recruited by George Lucas to be the Director of Business Affairs for Lucasfilm Ltd. in Northern California. At Lucasfilm, Paul was responsible for the business affairs of Industrial Light & Magic, Skywalker Sound, THX and Lucas Licensing & Merchandising, and was also the production lawyer on the films Tucker , Willow, and Indiana Jones and the Temple of Doom .

Paul subsequently returned to Los Angeles to become the Senior VP of Production at famed animation studio HannaBarbera, where he produced the feature films Once Upon A Forest , The Pagemaster , and Cats Don’t Dance (which was awarded an Annie for Best Picture), as well as 20[th] Century Fox’s $85 million animated science fiction fantasy Titan A.E. Paul then turned his hand to writing, and was named the Executive Producer and Head Writer of a science fiction series created by the legendary Star Trek creator Gene Roddenberry, entitled Earth Final Conflict . As Executive Producer and Head Writer, Paul wrote the majority of the 22 episodes in the first year and served as showrunner for all 110 episodes of the series’ run. The Emmy-nominated series finished the season as the #1 new show in first run syndication, and Paul led the $1.1 million per episode production for five full seasons. Additional writing credits include Through the Moebius Strip , a CGI animated film based on the designs of the renowned artist Moebius ( Star Wars and Alien ), and David E. Kelley’s Emmy Award-winning legal series The Practice .

Upon moving his family to Vancouver, Paul was appointed the EVP of acclaimed Rainmaker Animation studios, where he executive produced several films based on Mattel’s Barbie and Max Steel brands. Since joining forces with Network Entertainment to produce high-quality unscripted productions for international television and theatrical distribution, Paul has executive produced all of the company’s productions, including the Academy Award shortlisted theatrical documentary Facing Ali , the I Am series of feature documentaries for Paramount Network, and a host of high profile features and series featuring A-list talent including Robert Downey Jr., Oprah Winfrey, and Iggy Pop, among many others.

Dr. Greg Zeschuk - Director

Dr. Zeschuk is one of the gaming industry’s most accomplished innovators and entrepreneurs, having co-founded BioWare Corp, an internationally respected and award-winning video game developer, where he worked for more than 17 years in various leadership roles including President, Co-CEO, and General Manager. After BioWare's acquisition by Electronic Arts, the leading videogame company in the world, Greg served as a Vice President at EA for five years before leaving the company in 2012. In recognition of his groundbreaking achievements, Greg has been inducted into the Academy of Interactive Arts & Sciences Hall of Fame, and received the Game Developer's Choice Awards Lifetime Achievement Award, the two most prestigious awards possible in the field of gaming.

Tim Gamble - Director

Mr. Gamble was Co-Founder and former CEO of Thunderbird Entertainment Group, where he was instrumental in the acquisitions of both Great Pacific Media and Atomic Cartoons. Tim played a key role in IP acquisitions including Blade Runner 2049 and The Beatles-inspired animation series where he served as Executive Producer. Tim oversaw business operations, with a particular focus on corporate finance and strategic alliances, as well as Executive Production services of feature films and television series.

6 | P a g e

Each of the nominees has agreed to stand for election and management of the Company is not aware of any intention of any of them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and executive officers of the Company acting solely in such capacity.

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.

A shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Company. At the Meeting the above persons will be nominated for election as director as well as any person nominated pursuant to the Advance Notice Provision (see below). Only persons nominated by management pursuant to this Circular or pursuant to the Advance Notice Provision will be considered valid director nominees eligible for election at the Meeting.

Penalties and Sanctions

To the knowledge of management of the Company, no proposed director of the Company has been subject to:

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

• b. any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of management of the Company, no proposed director of the Company is, or within the ten years before the date of this Circular has been, a director, chief executive officer or chief financial officer of any other issuer that:

• a. was subject to a cease trade or similar order that denied the other issuer asses to any exemptions under Canadian securities legislation that lasted for a period or more than 30 consecutive days (an “ order ”) that was issued while the proposed director herein was acting in the capacity as director, chief executive officer or chief financial officer; or

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

7 | P a g e

Bankruptcies and Insolvencies

To the knowledge of management of the Company, no proposed director of the Company:

• a. is, as at the date of this Circular, or has been within ten years before the date of the Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• b. has, within ten years before the date of this Circular, been declared 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.

Advance Notice of Director Nominations by Shareholders

At the Company’s annual general and special meeting held on May 9, 2014, the shareholders of the Company approved the alteration of the Company’s articles for the purpose of adopting advance notice provisions (the “ Advance Notice Provision ”). The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board of directors of the Company are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (“ BCA ”) or (ii) a shareholder proposal made pursuant to the provisions of the BCA.

The purpose of the Advance Notice Provision is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Provision fixes a deadline by which holders of Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

The Advance Notice Provision also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director.

The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Company did not receive notice of a nomination in compliance with the Advance Notice Provision, and as such, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the election of the Nominees. The Board of Directors unanimously recommends that each shareholder vote FOR the election of the above nominees as directors.

3. APPOINTMENT OF AUDITOR

Baker Tilly WM LLP, Chartered Professional Accountants (“ Baker Tilly ”), of Suite 900, 400 Burrard Street, Vancouver, British Columbia, Canada V6C 3B7, will be nominated at the Meeting for reappointment as auditor of the Company to hold office until the close of the next annual general meeting of Shareholders. The resolution to approve the appointment of Baker Tilly will also authorize the Board to fix its remuneration. Baker Tilly WM LLP, Chartered Professional Accountants, has been auditor of the Company since February 25, 2014.

The Company’s management recommends the Shareholders vote in favour of the appointment of Baker Tilly WM LLP as auditor of the Company for the ensuing year. Unless given instructions to the contrary, the management proxyholders intend to vote FOR the appointment of Baker Tilly WM LLP as auditor of the Company until the close of its next annual general meeting or until a successor is appointed and the Board to be authorized to fix their remuneration.

8 | P a g e

4. APPROVAL OF AMENDMENT TO OUTSTANDING OPTIONS

On April 4, 2024, the board of directors approved amending the exercise price and expiry date of the 2,706,333 incentive stock options (the “ Amended Options ”), previously granted to directors, officers, employees and consultants under the Company’s current Fixed Stock Option Plan. Pursuant to these amendments, the exercise price of the Amended Options has been amended to $0.30 per share, with an amended expiration date of April 4, 2029.

Pursuant to the policies of the TSX Venture Exchange (the “ Exchange ”), a company is required to obtain both Exchange approval and disinterested shareholder approval. None of the Amended Options have a total term length exceeding 10 years.

The Company’s management recommends the Shareholders vote FOR the amendment to the stock options. Unless given instructions to the contrary, the management proxyholders intend to vote FOR the amendment to the Amended Options.

5. ADOPTION OF OMNIBUS LONG TERM INCENTIVE PLAN

The Company’s current stock option plan (the “ Current Plan ”) is a 20% fixed stock option plan, whereby the maximum number of Shares that may be reserved for issuance pursuant to the exercise of options is set at 3,400,000 Shares of the Company.

As at July 30, 2024, there are options outstanding to purchase an aggregate of 2,706,333 common shares of the Company.

In November 2021, the TSX Venture Exchange (the “ Exchange ”) amended Policy 4.4 with respect to equity-based compensation to allow for a greater variety of security based compensation plans. In light of the amendments to Policy 4.4, the Board is recommending that the Current Plan be replaced by a new equity incentive plan (the “ New Plan ”), which will be a fixed 20% plan for all Performance-Based Awards (as defined below), including Options (as defined below) as permitted under Exchange Policy 4.4.

The purpose of the New Plan is to promote the long-term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons; (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company.

At the Meeting, shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution ratifying, approving and confirming the New Plan. The following is a summary of the New Plan. The summary is qualified in its entirety by the full text of the New Plan as attached as Schedule “B” of this Information Circular. The New Plan has been conditionally approved by the Exchange.

Description of the New Plan

All employees, consultants, consultant companies, officers, management company employees and directors (each a “ Participant ”) are eligible to participate in the New Plan. Eligibility to participate does not confer upon any participant any right to receive any grant of an Award pursuant to the New Plan.

The New Plan allows the Board to grant an Award to eligible employees, directors, management and consultants for their contribution to the Company. An Award means any Option (including incentive stock option), Restricted Share Unit, Performance Share Unit or Deferred Share Unit (as these terms are defined in the New Plan attached as Schedule “B” to this Information Circular).

The New Plan will be administered by the Board who has sole and complete authority, in its discretion, among other things, to: determine individuals eligible for Awards; make grants of Awards under the New Plan, including the time of Award grant, number of shares covered by an Award, the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by Awards, establish the form(s) of Award Agreements and cancel, amend, adjust or otherwise change any Award under such circumstances as the Board may consider appropriate in accordance with the New Plan.

Subject to adjustment and any subsequent amendment to the New Plan, the aggregate number of Shares reserved for issuance pursuant to all Awards, including Options, granted under the New Plan shall not exceed 3,564,940 Awards. Each Award under the New Plan will be evidenced by an Award Agreement and the Awards are non-transferable.

Participation Limits

The New Plan provides that:

(a) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to insiders under the New Plan, within any 12 month period, together with Shares reserved for issuance

9 | P a g e

to insiders under all of the Company’s other Security-Based Compensation Arrangements (as defined in the New Plan), shall not exceed 10% of the issued and outstanding Shares (calculated as at the date of any grant and in accordance with the policies of the Exchange (the “ Exchange Policies ”));

• (b) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to insiders under the New Plan, at any point in time, together with Shares reserved for issuance to insiders under all of the Company’s other Security-Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Shares;

• (c) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to any participant (as defined in the New Plan) under the New Plan, within any 12 month period, together with Shares reserved for issuance to such participant (and to Companies wholly-owned by that participant) under all of the Company’s other Security-Based Compensation Arrangements, shall not exceed 5% of the issued and outstanding Shares (calculated as at the date of any grant);

• (d) the maximum aggregate number of Shares issuable to any one consultant (as defined in the New Plan) under the New Plan, within any 12 month period, together with Shares issuable to such consultant under all of the Company’s other Security-Based Compensation Arrangements, shall not exceed 2% of the issued and outstanding Shares (calculated as at the date of any grant); and

• (e) the maximum aggregate number of Shares issuable pursuant to grants of Options to all investor relation service providers performing investor relations activities under the New Plan, within any 12 month period, shall not in aggregate exceed 2% of the issued and outstanding Shares (calculated as at the date of any grant). For the avoidance of doubt, persons performing investor relations activities are only eligible to receive Options under the New Plan; they are not eligible to receive any Performance-Based Award or other type of securities based compensation under the New Plan.

Administration of the New Plan

The New Plan shall be administered by the Board and the Board has full authority to administer the New Plan, including the authority to interpret and construe any provision of the New Plan and to adopt, amend and rescind such rules and regulations for administering the New Plan as the Board may deem necessary in order to comply with the requirements of the New Plan.

Eligible Persons under the New Plan

When used in connection with the grant of Options, all officers, directors, employees, management company employees and consultants of the Company are eligible to participate in the New Plan. When used in connection with the grant of Performance-Based Awards, all officers, directors, employees, management company employees and consultants of the Company that do not perform investor relations activities are eligible to participate in the New Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the New Plan will be determined in the sole and absolute discretion of the Board. Each person who receives a grant under the New Plan is referred to as a “Participant”.

Types of Awards

Awards of Options, RSUs, PSUs and DSUs may be made under the New Plan, provided, however, that for so long as the Company is listed on NEX, it is only permitted to grant or issue Options. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Board, in its sole discretion, subject to such limitations provided in the New Plan, and will generally be evidenced by an award agreement.

Options

An Option entitles a holder thereof to purchase a prescribed number of Shares at an exercise price determined by the Board at the time of the grant of the Option, provided that the exercise price of an Option granted under the New Plan shall not be less than the Discounted Market Price (as defined in the Exchange Policies), provided that if an Option is proposed to be granted by the Company after the Company has just been recalled for trading following a suspension or halt, the Company must wait at least ten trading days since the day on which trading in the Company’s securities resumes before setting the exercise price for and granting the Option. Each Option shall, unless sooner terminated, expire on a date to be determined by the Board which will not exceed ten (10) years from the date of grant of the Option. The Board may, in its absolute discretion, upon granting Options under the New Plan, specify different time periods following the dates of granting the Options during which the Participant may exercise their Options to purchase Shares and may designate different exercise prices and numbers of Shares in respect of which each Participant may exercise Options during each respective time period.

10 | P a g e

Subject to the discretion of the Board, the Options granted to a Participant under the New Plan shall vest as determined by the Board on the date of grant of such Options. If the Board does not specify a vesting schedule at the date of grant, then Options granted to persons, other than those conducting investor relations activities, shall vest fully on the date of grant, and in any event in accordance with the policies of the Exchange. Options issued to persons conducting investor relations activities must vest (and shall not otherwise be exercisable) in stages over a minimum of 12 months such that:

• (a) no more than 1/4 of the Options vest no sooner than three months after the date of grant (the “ Grant Date ”);

• (b) no more than another 1/4 of the Options vest no sooner than six months after the Grant Date;

• (c) no more than another 1/4 of the Options vest no sooner than nine months after the Grant Date; and

• (d) the remainder of the Options vest no sooner than 12 months after the Grant Date.

If the award agreement for the grant of Options so provides, in the event of a change of control (as defined in the New Plan), all Options granted to a Participant that ceases to be an Eligible Person shall become fully vested and shall become exercisable by the Participant in accordance with the terms of such award agreement and the New Plan. No acceleration of the vesting of any Options shall be permitted without prior Exchange review and acceptance for Options issued to persons conducting investor relations activities.

Other than as may be set forth in the award agreement for the grant of Options, upon the death of a Participant, any Options granted to such Participant which, prior to the Participant’s death, have not vested, will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect; and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Options granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant’s estate in accordance with the New Plan and may be exercised by the Participant’s estate within one year of the death of the Participant.

Where a Participant’s relationship with the Company is terminated by the Company or a subsidiary for cause, all Options granted to the Participant under the New Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, such that the Participant no longer qualifies as an eligible person, all Options granted to the Participant under the New Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Options granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the New Plan and shall be exercisable by such Participant for a period of 90 days following the date the Participant ceased to be an eligible person, or such longer period as may be provided for in the award agreement or as may be determined by the Board provided such period does not exceed 12 months after the termination date.

Where a Participant becomes afflicted by a disability, all Options granted to the Participant under the New Plan will continue to vest in accordance with the terms of such Options; provided, however, that no Options may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to disability such that the Participant ceases to be an eligible person, all Options granted to the Participant under this New Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Options granted to such Participant which, prior to the termination of the Participant’s relationship with the Company due to disability, had vested pursuant to terms of the applicable award agreement, will accrue to the Participant in accordance with the New Plan and shall be exercisable by such Participant for a period of 90 days following the date the termination date, or such longer period as may be provided for in the award agreement or as may be determined by the Board.

Restricted Share Units

A RSU is a right awarded to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied, and subject to the terms and conditions of the New Plan and the applicable award agreement, and which may be paid in cash and/or Shares. The number of RSUs to be credited to each participant shall be determined by the Board in its sole discretion in accordance with the New Plan. All RSUs will vest and become payable by the issuance of Shares at the

11 | P a g e

end of the restriction period if all applicable restrictions have lapsed, as such restrictions may be specified in the award agreement.

RSUs shall be subject to such restrictions as the Board, in its sole discretion, may establish in the applicable award agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Board may, in its discretion, determine at the time a RSU is granted. The Board shall determine any vesting terms applicable to the grant of RSUs, however, no RSUs may vest before the date that is one (1) year following the date of the award.

If the award agreement so provides, in the event of a change of control (as defined in the New Plan) and the Participant ceases to be an Eligible Person, all restrictions upon any RSUs held by such Participant shall lapse immediately and all such RSUs shall become fully vested in such Participant in accordance with the New Plan.

Other than as may be set forth in the applicable award agreement, upon the death of a Participant, any RSUs granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any RSUs granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant’s estate in accordance with the New Plan.

Where a Participant’s relationship with the Company is terminated by the Company or a subsidiary for cause, all RSUs granted to the Participant under this New Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, all RSUs granted to the Participant under the New Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the New Plan.

Where a Participant becomes afflicted by a disability, all RSUs granted to the Participant under the New Plan will continue to vest in accordance with the terms of such RSUs; provided, however, that no RSUs may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to disability such that the Participant ceases to be an eligible person, all RSUs granted to the Participant under the New Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant’s termination due to disability, had vested pursuant to terms of the applicable award agreement will accrue to the Participant in accordance with New Plan.

As soon as practicable after each vesting date of a RSU, the Company shall, at the sole discretion of the Board, either: (a) issue to the Participant from treasury the number of Shares equal to the number of RSUs that have vested; or (b) make a cash payment in an amount equal to the Market Unit Price (as defined in the New Plan) on the next trading day after the vesting date of the RSUs, net of applicable withholdings.

Performance Share Units

A PSU is a right awarded to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Company upon specified performance and vesting criteria being satisfied, subject to the terms and conditions of the New Plan and the applicable award agreement, and which may be paid in cash and/or Shares. No PSUs may vest before the date that is one year following the date of the Award.

Subject to the provisions of the New Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant awards of PSUs to eligible persons that do not perform investor relations activities. The number of PSUs to be awarded to any Participant shall be determined by the Board, in its sole discretion, in accordance with the New Plan. Each PSU shall, contingent upon the attainment of the performance criteria within the performance cycle, represent one Share.

12 | P a g e

The Board will select, settle and determine the performance criteria (including without limitation the attainment thereof), for purposes of the vesting of the PSUs, in its sole discretion. An award agreement may provide the Board with the right to revise the performance criteria and the award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the sole judgment of the Board make the application of the performance criteria unfair unless a revision is made.

All PSUs will vest and become payable to the extent that the performance criteria set forth in the award agreement are satisfied in the performance cycle, the determination of which satisfaction shall be made by the Board on the determination date. No PSU may vest before the date that is one year following the date of the award.

If the award agreement so provides, in the event of a change of control (as defined in the New Plan) and the Participant ceases to be an Eligible Person, all PSUs granted to such Participant shall become fully vested in such Participant (without regard to the attainment of any performance criteria) and shall become payable to the Participant in accordance with the New Plan.

Other than as may be set forth in the applicable award agreement and below, upon the death of a Participant, all PSUs granted to the Participant which, prior to the Participant’s death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however, the Board may determine, in its sole discretion, the number of the Participant’s PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Where a Participant’s relationship with the Company is terminated by the Company or a subsidiary for cause, all PSUs granted to the Participant under the New Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date. Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, all PSUs granted to the Participant which have not vested will, unless the award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, the Board may determine, in its sole discretion, the number of the Participant’s PSUs that will vest based on the extent to which the applicable performance have been satisfied in that portion of the performance cycle that has lapsed.

Where a Participant becomes afflicted by a disability, all PSUs granted to the Participant under the New Plan will continue to vest in accordance with the terms of such PSUs; provided, however, that no PSUs may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to disability such that the Participant ceases to be an eligible person, all PSUs granted to the Participant under the New Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, that the Board may determine, in its sole discretion, the number of the Participant’s PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Payment to Participants in respect of vested PSUs shall be made after the determination date for the applicable award and in any case within ninety-five (95) days after the last day of the performance cycle to which such award relates. the Company shall, at the sole discretion of the Board, either: (a) issue to the Participant the number of Shares equal to the number of PSUs that have vested on the Determination Date; or (b) make a cash payment in an amount equal to the Market Unit Price (as defined in the New Plan) on the next trading day after the determination date of the PSUs that have vested, net of applicable withholdings.

Deferred Share Units

A DSU is a right granted to a Participant, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Company on a deferred basis upon specified vesting criteria being satisfied, subject to the terms and conditions of the New Plan and the applicable award agreement, and which may be paid in cash and/or Shares. DSUs may not be granted to any Participant performing investor relation activities.

Subject to the provisions of the New Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant awards of DSUs to directors in lieu of fees (including annual Board retainers, chair fees, meeting

13 | P a g e

attendance fees or any other fees payable to a director) or to other eligible persons as compensation for employment or consulting services. The number of DSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with the New Plan.

The number of DSUs shall be specified in the applicable award agreement. Each director may elect to receive any or all of his or her fees in DSUs under this New Plan. The number of DSUs shall be calculated by dividing the amount of Fees selected by a director by the Market Unit Price (as defined in the New Plan) on the grant date (or such other price as required under the Exchange Policies) which shall be the 10th business day following each financial quarter end. Any fractional DSU shall be rounded down and no payment or other adjustment will be made with respect to the fractional DSU.

No Deferred Share Units may vest before the date that is one year following the date of the award of the DSU.

Each participant shall be entitled to receive, after the effective date that the Participant ceases to be an eligible person for any reason, on a day designated by the Participant and communicated to the Company by the Participant in writing at least fifteen (15) days prior to the designated day (or such earlier date after the participant ceases to be an eligible person as the participant and the Company may agree, which date shall be no later than one year after the date upon which the participant ceases to be an eligible person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an eligible person, at the sole discretion of the Board, either: (a) that number of Shares equal to the number of vested DSUs credited to the participant’s account, such Shares to be issued from treasury of the Company; or (b) a cash payment in an amount equal to the Market Unit Price on the next trading day after the Participant ceases to be an eligible person of the vested DSUs, net of applicable withholdings.

In the event that the value of a DSU would be determined with reference to a period commencing at a fiscal quarter-end of the Company and ending prior to the public disclosure of interim financial statements for the quarter (or annual financial statements in the case of the fourth quarter), the cash payment of the value of the DSUs will be made to the Participant with reference to the five (5) trading days immediately following the public disclosure of the interim financial statements for that quarter (or annual financial statements in the case of the fourth quarter).

Upon death of a Participant holding DSUs that have vested, the Participant’s estate shall be entitled to receive, within 120 days after the Participant’s death and at the sole discretion of the Board, a cash payment or Shares that would have otherwise been payable in accordance with the New Plan to the Participant upon such Participant ceasing to be an eligible person.

General Provisions of the New Plan

Non-Transferability

No Option or Performance-Based Award and no right under any such Option or Performance-Based Award shall be assignable, alienable, saleable, or transferable by a participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the Exchange Policies. No Option or Performance-Based Award and no right under any such Option or Performance-Based Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company.

Black-out Periods

In the event that the date provided for expiration, redemption or settlement of an award falls within a blackout period imposed by the Company pursuant to a trading policy as the result of the bona fide existence of undisclosed material information, the expiry date, redemption date or settlement date, as applicable, of the award shall automatically be extended to the date that is ten (10) business days following the date of expiry of the blackout period which shall occur promptly following general disclosure of the undisclosed material information. Notwithstanding the foregoing, there will be no extension of any award if the Company (or the Participant) is subject to a cease trade order (or similar order under applicable law. Deductions Whenever cash is to be paid in respect of DSUs, RSUs or PSUs, the Company shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. the Company is authorized to withhold any payment due under any Award or under the New Plan until the Participant has paid or made arrangements for the payment of the amount of any withholding taxes due in respect of an Award, its exercise, or any payment under such Award or under this New Plan. At the sole discretion of the Board, a Participant may be permitted to satisfy the foregoing requirement by, all in accordance with the Exchange Policies by delivering an irrevocable direction to a securities broker approved by the Company to sell all or a portion of the Shares and deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes.

14 | P a g e

Amendments to the New Plan

The Board may at any time or from time to time, in its sole and absolute discretion and without the approval of Shareholders, amend, suspend, terminate or discontinue the New Plan and may amend the terms and conditions of any Options or Performance-Based Awards granted hereunder, subject to:

• (i) any required disinterested shareholder approval to (A) reduce the exercise price of an Award issued to an insider or (B) extend the term of an Option granted to an insider, in either event in accordance with the policies of the Exchange;

• (ii) any required approval of any applicable regulatory authority or the Exchange; and

• (iii) any approval of Shareholders as required by the Exchange Policies or applicable law, provided that Shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to (except that the Exchange may require approval of the Shareholders for amendments pursuant to Sections C to G below):

• A. amendments of a “housekeeping nature”;

• B. amendments for the purpose of curing any ambiguity, error or omission in the New Plan or to correct or supplement any provision of the New Plan that is inconsistent with any other provision of the New Plan;

• C. amendments which are necessary to comply with applicable law or the requirements of the Exchange;

• D. amendments respecting administration and eligibility for participation under the New Plan;

• E. amendments to the terms and conditions on which Option or Performance-Based Awards may be or have been granted pursuant to the New Plan including amendments to the vesting provisions and terms of any Options or Performance-Based Awards;

• F. with the exception of Options granted to persons performing investor relations activities, amendments which alter, extend or accelerate the terms of vesting applicable to any Options or Performance-Based Awards; and

• G. changes to the termination provisions of an Option, Performance-Based Award or the New Plan which do not entail an extension beyond the original fixed term.

Term

The New Plan shall terminate automatically 10 years after the Effective Date and may be terminated on any earlier date as provided in the New Plan.

Obtaining a copy of the New Plan

A copy of the New Plan is attached to this Information Circular as Schedule “B” and is available for review at the McMillan LLP, the registered offices of the Company, at Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6C 4N7 during normal business hours up to and including the date of the Meeting. Accordingly at the Meeting, shareholders will be asked to consider, and if thought fit, approve the following ordinary resolution ratifying, approving and confirming the adoption of the New Plan:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the Company’s new 20% fixed equity incentive plan be set at 3,564,940 common shares for options and, performance-based awards of restricted share units, performance share units and deferred share units, adopted by the board of directors of the Company effective as of July 24, 2024 (the “ New Plan ”), in the form attached as Schedule “B” to the management information circular of the Company dated August 1, 2024, be and is hereby confirmed, ratified and approved, and the Company has the ability to grant awards under the New Plan;

2. the board of directors (the “ Board ”) of the Company is hereby authorized to make such amendments to the New Plan from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the New Plan, the approval of the Shareholders; and

3. any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and

15 | P a g e

to deliver or to 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 Company, may be necessary or desirable to carry out the terms of the foregoing resolutions.”

To be effective, the resolution must be passed by a majority of votes cast by shareholders present or represented by proxy at the Meeting, and be accepted for filing by the Exchange. If the resolution does not pass the Company will ask shareholders to re-approve the Current Plan.

Management and the Board of Directors of the Company believes the New Plan is in the best interests of the Company and is fair to the Company and its shareholders. The Company’s management and the Board of Directors recommend that shareholders vote FOR the resolution approving the New Plan. Unless you provide instructions to the contrary, the Management Proxyholders intend to vote FOR the resolution to approve the New Plan.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 “Audit Committees” (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. Such disclosure is set forth below.

The Audit Committee’s Charter

The Audit Committee has a charter, which was adopted by the Board on July 4, 2011. A copy of the Audit Committee Charter is attached hereto as Schedule “A” to this Information Circular.

Composition of the Audit Committee

NI 52-110 provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

The current members of the Audit Committee are Tim Gamble (Chair), Greg Zeschuk and Ali Pejman.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the opinion of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment. Neither Mr. Zeschuk nor Mr. Gamble are executive officers of the Company and are independent members of the Audit Committee. Mr. Pejman is the Chairman of the Board of Directors and is non-independent.

All members of the audit committee are considered to be financially literate (see disclosure below). All of the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

The relevant education and experience of the Audit Committee members includes:

Tim Gamble (Chairman) was a co-founder and former CEO of Thunderbird Entertainment, a TSX Venture Exchange publicly traded company. Mr. Gamble oversaw all business operations, with a particular focus on corporate finance and strategic alliances.

Ali Pejman is currently Managing Partner at Fort Capital Partners, an investment bank specializing in mergers and acquisitions, and equity capital markets. During his 20-year career as an Investment Banker, he has led teams that raised

16 | P a g e

over $3 billion in Equity Transactions and advised on $22 billion in M&A. Mr. Pejman is a Fellow of the Chartered Professional Accountants (FCPA) and holds a Bachelor of Commerce from the University of British Columbia.

Greg Zeschuck is co-founder of BioWare Corp., an internationally respected and award-winning video game developer where he worked for more than 17 years in various leadership roles including President, co-CEO and General Manager. After Bio-Ware’s acquisition by Electronic Arts, Dr. Zeschuk served as Vice-President at EA until 2012. Dr. Zeschuk obtained an MBA from Queen’s University in 2004.

Audit Committee Oversight

The Audit Committee is responsible for the oversight of financial reporting, internal controls and public disclosure documents. The Audit Committee also recommends the appointment of the external auditors, reviews the annual audit plan and auditor compensation, approves non-audit services provided by the external auditor and evaluates the risk management procedures and systems. The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor other than Baker Tilly WM LLP, Chartered Accountants.

Reliance on Certain Exemptions

The Company’s auditor, Baker Tilly WM LLP, Chartered Professional Accountants, has not provided any material non-audit services for financial year ended November 30, 2023.

At no time since the commencement of the Company’s most recently completed financial year ended November 30, 2023, has the Company relied on the exemption in Section 2.4 of National Instrument 52-110 - Audit Committees ( De Minimis Non-audit Services), or an exemption from National Instrument 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter. Baker Tilly WM LLP, Chartered Professional Accountants, the Company’s auditors, have not provided any material non-audit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audit services provided by Baker Tilly WM LLP, Chartered Professional Accountants, to the Company to ensure auditor independence. Fees incurred are outlined in the following table.

Nature of Services	Fiscal Year Ended November 30, 2023	Fiscal Year Ended November 30, 2022
Audit Fees(1)	$86,250	$78,540
Audit-Related Fees(2)	NIL	$24,323
Tax Fees(3)	$6,986	$9,590
All Other Fees(4)	NIL	NIL

Notes:

(1) Audit Fees consist of fees for the audit of the Company’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit-Related Fees consist of fees for related services that are reasonably related to the performance of the audit or the review of the Company’s financial statements and are not reported as Audit Fees. These audit-related services may include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by statute or regulation.

(3) Tax Fees consist of fees paid to the auditors for tax services not included as part of Audit Fees or Audit-Related Fees, which may include fees for tax compliance, tax planning and tax advice, assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) All Other Fees consist of all other non-audit services.

Exemption

The Company is an “Issuer” pursuant to relevant securities legislation. The Company is relying on the exemption in Section 6.1 of National Instrument 52-110 - Audit Committees , from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.

17 | P a g e

CORPORATE GOVERNANCE

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting companies such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Composition of the Board of Directors

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

The independent members of the Board are Dr. Greg Zeschuk and Tim Gamble.

The non-independent directors (and the reason they are not independent) are: Ali Pejman (Chairman of the board of directors of the Company), Derik A. Murray (CEO of the Company) and Paul Gertz (COO of the Company).

The Board ensures the independent directors are regularly given an opportunity for in camera sessions with only those independent directors present.

Directorships

The following table sets forth the directors of the Company who are directors of other reporting issuers as at the date of this Circular:

Name	Name of other reporting issuer
Ali Pejman	Dominus Acquisitions Corp. - TSXV Telescope Innovations Corp. - CSE

Compensation

The entire Board will carry out the oversight function of director and named officer compensation. The Company did not retain any compensation consultants during the financial year ended November 30, 2023.

Orientation and Continuing Education

The Board addresses the orientation of new directors on a case-by-case basis. Each new director brings a different skill set and professional background, and with this information, the Board can determine what orientation to the nature and operations of the Company’s business will be necessary and relevant to each new director. New directors are provided with copies of the most current strategic plans, budgets, forecasts and other internal documents. New directors are provided the opportunity to also meet individually with members of management of the Company to become better informed as to the nature and status of operations of the various underlying production entities.

The Board encourages open discussion at all meetings, which encourages learning by the directors. Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ 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 Company.

As of the date hereof, the Company is not aware of any existing or potential conflicts of interests between the Company and any of its directors. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his or her interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and

18 | P a g e

its financial position at that time. All conflicts of interest, if any, are subject to the procedures and remedies provided under the Business Corporations Act (British Columbia).

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

The Board as a whole will identify new candidates by taking into consideration such factors as it deems appropriate, including judgment, skill, diversity, experience with businesses and other organizations of comparable size and the need for particular experience on the Board. The Board will also determine whether a particular candidate is “unrelated” or “independent” under applicable securities laws and applicable stock exchange rules.

Other Board Committees

The Board of directors does not currently have any other committees other than the Audit Committee.

Assessments

The Board monitors, on an ongoing basis, the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and the Audit Committee.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of the below disclosure:

“ Company ” means Network Media Group Inc.;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“ named executive officer ” or “ NEO ” means each of the following individuals:

• (a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;

• (b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;

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

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

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

For the purposes of this section, and in accordance with the foregoing definition:

During the financial year ended November 30, 2023, the NEOs of the Company were: Derik Murray (CEO), Paul Gertz (COO), Curtis White (President - appointed on May 10, 2023) and Darren Battersby (CFO). The directors of the Company who were

19 | P a g e

not NEOs during the financial year ended November 30, 2023, were Steven Kotlowitz (resigned from the Board on May 12, 2023), Dr. Greg Zeschuk, Ali Pejman and Tim Gamble.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

– Table of Compensation Director and NEO Compensation, Excluding Compensation Securities

The following table provides a summary of compensation paid, directly or indirectly, by the Company or a subsidiary of the Company, to each director and Named Executive Officer for the two most recently completed financial years of the Company ended November 30, 2023, and November 30, 2022. Options and compensation securities are disclosed under the heading “ Stock Options and Other Compensation Securities ” below.

		Salary, consulting		Committee		Value of all
Name andposition	Year	fee, retainer or commission ($)	Bonus ($)	or meeting fees ($)	Value of perquisites ($)	other compensation ($)	Total compensation ($)
Derik A. Murray CEO & Director	2023 2022	280,000 277,500	Nil Nil	Nil Nil	Nil Nil	43,351 46,888(1)	323,351 324,888
Darren Battersby CFO	2023 2022	157,543 162,150	Nil Nil	Nil Nil	Nil Nil	14,933 26,933(1)	172,476 189,083
Paul Gertz COO & Director	2023 2022	225,000 225,000	Nil Nil	Nil Nil	Nil Nil	36,274 39,011(1)	261,274 264,011
Ali Pejman Chairman, Director	2023 2022	25,671 Nil	Nil Nill	Nil Nil	Nil Nil	16,572 50,298(1)	42,243 50,298
Curtis White(3) President	2023 2022	30,000 N/A	Nil N/A	Nil N/A	Nil N/A	26,667 N/A	56,667 N/A
Dr. Greg Zeschuk Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	7,386 14,592(1)	7,386 14,592
Tim Gamble Director	2023 2022	25,671 N/A	Nil N/A	Nil N/A	Nil N/A	12,537 27,242(1)	38,208 27,242
Steven Kotlowitz(4) Former Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 17,885(1)	Nil 17,885

Notes:

(1) This amount represents the fair value of incentive stock options granted during the year ended November 30, 2023, and was estimated at the grant date using the Black-Scholes option pricing model in accordance with the Company’s accounting policies with the following assumptions: Expected life 5.0 years; Expected annual volatility 96%; Expected dividend yield 0%; Risk-free interest rate 3.51%. These values do not represent actual amounts received by the optionees as the gain, if any, will depend on the market value of the shares on the date that the stock option is exercised.

(2) This amount represents the fair value of incentive stock options granted and vested during the year ended November 30, 2022, and was estimated at the grant date using the Black-Scholes option pricing model in accordance with the Company’s accounting policies with the following assumptions: Expected life 4.8 years; Expected annual volatility 93%; Expected dividend yield 0%; Risk-free interest rate 2.65%. These values do not represent actual amounts received by the optionees as the gain, if any, will depend on the market value of the shares on the date that the stock option is exercised.

(3) Mr. White was appointed President on May 10, 2023.

(4) Mr. Kotlowitz resigned as a director on May 12, 2023.

Employment, Consulting and Management Agreements

External Management Companies

Other than as disclosed herein, management functions of the Company are substantially performed by directors or senior officers (or private companies controlled by them, either directly or indirectly) of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

Consulting Agreements

On June 7, 2023, the Company entered into Executive Producer Agreements (the “ EP Agreements ”) with two Directors of the Company for the provision of services. As consideration, each of the Directors will receive a yearly fee of $32,500 and

20 | P a g e

an executive producer fee of $37,500, which is payable on achieving particular production milestones. Recorded in accounts payable and accrued liabilities at November 30, 2023 is a total of $31,342 of the yearly fee and $20,000 in executive producer fees, which have been recorded as production costs in profit or loss. All such amounts are due by June 7, 2024 and the EP Agreements are renewable upon mutual option of the parties.

The Company does not have any other employment, consulting or management agreements or arrangements with any of the Company’s current NEOs or directors.

Termination and Change of Control Benefits

There is no contract, agreement, plan or arrangement between the Company and its Named Executive Officers that provide for payments to Named Executive Officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of the Company or a change in a Named Executive Officer’s responsibilities.

Director Compensation

To date, the Company has not paid to its directors any fees or other monetary compensation relating to the services rendered and duties assumed in relation to their positions on the Board. Any remuneration to the Company’s directors has generally been limited to the grant of stock options and, during the year ended November 30, 2023, the Company did not grant any incentive stock options to its independent directors.

Stock Options and Other Compensation Securities

Fixed Share Option Plan

Option-based Awards

The Board of the Company adopted a fixed number share option plan (the “ Fixed Share Option Plan ”) with an effective date of October 11, 2022, which was ratified and approved by the shareholders at the Company’s annual general and special meeting held on December 16, 2022. The Fixed Share Option Plan reserves for issuance a maximum of 3,400,000 Shares. At November 30, 2022, there were 3,236,333 incentive stock options issued and outstanding.

The Fixed Share Option Plan permits the grant of stock options to directors, officers, employees and consultants of the Company or any of its affiliates, but limits the number of options that may be issued to such individuals as follows (all capitalized terms as defined in the plan): (i) 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; (ii) 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; and (iii) 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.

Furthermore, the aggregate number of Shares reserved for issuance to insiders of the Company under the Fixed Share Option Plan, together with any other Share Compensation Arrangements, may not exceed 10% of the Company’s outstanding share capital, and the number of Shares issued to insiders of the Company within any one-year period, together with any other Share Compensation Arrangements, may not exceed 10% of the Company’s outstanding share capital.

The term of any options granted under the Fixed Share Option Plan will be fixed by the Board and may not exceed ten (10) years. The exercise price of options granted under the Fixed Share Option Plan will be determined by the Board, provided it is not less than the Discounted Market Price (as defined under Policy 1.1 of the TSX Venture Policies).

Any options granted pursuant to the Fixed Share Option Plan will terminate within thirty (30) days of the option holder ceasing to act as a director, officer, employee or consultant of the Company or any of its affiliates, other than by reason of death or termination of employment with cause, unless such termination date is extended by the Board to a date that is not later than one year after the option holder ceases to hold such position with the Company. If such cessation is on account of death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment with cause, the options terminate immediately.

21 | P a g e

The Fixed Share Option Plan also provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of the Company’s shares. The directors of the Company may impose option vesting schedules as they see fit.

The material terms of the Fixed Share Option Plan are more particularly set out in the Company’s Management Information Circular dated May 2, 2016, and filed on SEDAR+ (www.sedarplus.ca).

Outstanding Compensation Securities

The following table provides a summary of all option-based awards granted or issued to each director and Named Executive Officer in the most recently completed financial year of the Company ending on November 30, 2023. The table also includes the total amount of compensation securities and underlying securities held by each Named Executive Officer and director as at the financial year end of November 30, 2023.

					Closing price of	Closing price of
Name andposition	Type of compensation security	# of compensation securities, # of underlying securities and % of class(1)	Date of issue orgrant	Issue, conversion or exercise price ($)	security or underlying security on date of grant ($)	security or underlying security at year end ($)	Expiry date
Ali Pejman Chairman, Director	stock options	80,000 options 80,000 Shares	Oct 18, 2019	0.30	0.775	0.925	April 4, 2029
		200,000 options 200,000 Shares	Mar 2, 2020		1.00	0.70
		30,000 options 30,000 Shares	Dec 14, 2020		0.80	1.225
		40,000 options 40,000 Shares	Sep 30, 2021		0.75	1.225
		40,000 options 40,000 Shares 12.05%	Jul 27, 2022		0.375	0.30
Derik Murray CEO, Director	stock options	40,000 options 40,000 Shares	Jul 15, 2019	0.30	0.75	0.925	April 4, 2029
		60,000 options 60,000 Shares	Dec 14, 2020		0.80	1.225
		60,000 options 60,000 Shares	Sep 30, 2021		0.75	1.225
		250,000 options 250,000 Shares 12.67%	Jul 27, 2022		0.375	0.30
Paul Gertz COO, Director	stock options	30,000 options 30,000 Shares	Jul 15, 2019	0.30	0.75	0.925	April 4, 2029
		50,000 options 50,000 Shares	Dec 14, 2020		0.80	1.225
		50,000 options 50,000 Shares	Sep 30, 2021		0.75	1.225
		209,500 options 209,500 Shares 10.49%	Jul 27, 2022		0.375	0.30
Darren Battersby CFO	stock options	20,000 options 20,000 Shares	Jul 15, 2019	0.30	0.75	0.925	April 4, 2029
		30,000 options 30,000 Shares	Dec 14, 2020		0.80	1.225

22 | P a g e

					Closing price of	Closing price of
Name and position	Type of compensation security	# of compensation securities, # of underlying securities and % of class(1)	Date of issue orgrant	Issue, conversion or exercise price ($)	security or underlying security on date of grant ($)	security or underlying security at year end ($)	Expiry date
		54,000 options 54,000 Shares	Sep 30, 2021		0.75	1.225
		48,500 options 48,500 Shares 4.71%	Jul 27, 2022		0.375	0.30
Dr. Greg Zeschuk Director	stock options	12,000 options 12,000 Shares	Jul 15, 2019	0.30	0.75	0.925	April 4, 2029
		20,000 options 20,000 shares	Dec 14, 2020		0.80	1.225
		28,000 options 28,000 Shares	Sep 30, 2021		0.75	1.225
		20,000 options 20,000 Shares 2.47%	Jul 27, 2022		0.375	0.30
Tim Gamble(2) Director	stock options	80,000 options 80,000 shares	Sep 30, 2021	0.30	0.75	1.225	April 4, 2029
		20,000 options 20,000 Shares 3.09%	Jul 27, 2022		0.375	0.30

Notes:

(1) No compensation security had been re-priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the Company’s financial year ended November 30, 2023.

(2) Mr. Gamble appointed as chair of Audit Committee effective October 25, 2022.

The Company submitted an application to the TSXV for the amendment of an aggregate of 2,706,333 incentive stock options (“ Amended Options ”) which were previously granted to directors, officers and employees under the Company’s current Fixed Stock Option Plan (“ Option Amendment ”). Pursuant to the Option Amendment, the exercise price of the Amended Options has been amended to $0.30 per share with an amended expiration date of April 4, 2029.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by directors or NEOs during the most recently completed fiscal year of the Company ending November 30, 2023.

Oversight and description of Director and NEO Compensation

Compensation, Philosophy and Objectives

During the year ended November 30, 2023, the entire Board carried out the oversight function of director and named officer compensation. The Company did not retain any compensation consultants during the financial year ended November 30, 2023.

The primary goal of the Company’s executive compensation program is to attract, retain and motivate the key executives and to align their interests with those of the Company’s shareholders. The key elements of the executive compensation program are: (i) base salary; (ii) stock based compensation; and (iii) potential annual bonuses or awards. The directors are of the view that all elements of the total program should be considered, rather than any single element.

The Company has no formal policy regarding the allocation between base salary, stock based compensation, cash based bonuses or awards or other forms of compensation, but the Board of Directors as a whole will consider and evaluate the total compensation package received or to be received by an executive officer, and seek to ensure that such total

23 | P a g e

compensation package is fair, reasonable and competitive, and balances the interests of management and the Company’s shareholders.

The Company does not have a formal compensation committee. The Board as a whole assumes responsibility for reviewing and monitoring the long-term compensation strategy of the Company. The Company’s Board of Directors is also responsible for determining all forms of compensation, including long-term incentive in the form of stock options, to be granted to the CEO, or such person acting in capacity of CEO of the Company, the directors and key management, and for reviewing the recommendations respecting compensation of the other officers of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position.

In arriving at its compensation recommendations, the Board considers several factors, including the responsibilities and experience of the individuals, the performance of the individuals within the Company, the overall financial and operating performance of the Company, and the long-term interest of the Company. With respect to base salaries, the Board discusses their collective knowledge and understanding of salaries paid to executive officers at companies that the members have personal knowledge of, however, no formal benchmark group of companies has been referenced. For share option grants under the Company’s Fixed Share Option Plan, the Board makes recommendations based on such criteria as performance, previous grants, base salary and bonuses, hiring incentives, and other competitive factors (the Company’s Fixed Share Option Plan is administered by the Board of the Company and all grants require approval of the Board). When considering the grant of bonus compensation, the Board will assess whether the Company has met certain strategic objectives and milestones and whether there are sufficient cash resources available for the granting of bonuses (the Board will approve bonus compensation dependent upon compensation levels).

The Company has not provided monetary compensation to its directors, including fees for attending Board or Board committee meetings. As well, during the recently completed financial year ended November 30, 2023, the Company made NIL grants of incentive share options to its directors, as consideration for fulfilling the responsibilities attendant with their directorships.

The Board has not considered the implications of the risks associated with the Company’s compensation policies and practices, however, the Company does not currently believe there are any risks arising from compensation policies and practices that are reasonably likely to have an adverse effect on the Company.

Risks Associated with the Company’s Compensation Practices

The Board has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

The Company has not adopted a policy restricting its executive officers or directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by its executive officers or directors. To the knowledge of the Company, none of the executive officers or directors have purchased such financial instruments.

Base Salary or Consulting Fees

Financial Year ended November 30, 2023

Related parties are defined as officers and directors of the Company as well as any companies that are controlled by officers: Derik Murray – CEO, Paul Gertz – COO, Corporate Secretary, Curtis White – President, Darren Battersby – CFO or directors Derik Murray, Paul Gertz, Greg Zeschuk, Ali Pejman and Tim Gamble of the Company.

During the year ended November 30, 2023, the Company paid or accrued wages and recognized share-based compensation to key management personnel in the following manner:

	November 30, 2023 ($)	November 30, 2022 ($)
General and administrative expenses	30,000	27,500
Share-based compensation	131,322	223,775

24 | P a g e

Directproduction costs	369,873	148,281
Investment in film and televisionproperties	266,670	491,689
TOTAL	$797,865	$891,245

Debt payable

Accounts payable and accrued liabilities as at November 30, 2023, includes, $16,926 (2022 - $13,650) owed to related parties. Amounts due to related parties are unsecured, non-interest bearing and due on demand.

On April 25, 2023, as amended on November 21, 2023, the Company entered into a Promissory Note agreement with certain Directors of the Company for a loan (the “ Loan ”) of up to $650,000. The Loan was due on April 30, 2024, bears interest of 12% per annum and is secured by a general security interest over the assets and undertakings of the Company. As consideration for the amendment to the Loan, the Directors will receive a fee of $32,500, which was due on or before April 30, 2024. As at November 30, 2023, the fee has been recorded in promissory note and as a financing expense in profit or loss and was paid subsequent to year end. If the Loan was not repaid by April 30, 2024, the Directors would receive a further $65,000 as a penalty fee. The Directors of the Company have agreed to a postponement and assignment of claim in favour of the Company’s line of credit lender. As at November 30, 2023, the Company has drawn upon the total Loan of $650,000 and recorded $72,577 (November 30, 2022 – $Nil) in interest expense of which $13,036 (November 30, 2022 – $Nil) was accrued for and subsequently paid. To date, the Company has not repaid the Loan and is currently renegotiating the terms of repayment.

Base salary ranges for the executive officers were initially determined upon a review of companies within the gaming industry, which were of the same size as the Company, at the same stage of development as the Company and considered comparable to the Company.

In determining the base salary of an executive officer, the Board considers the following factors:

• (a) the particular responsibilities related to the position;

• (b) salaries paid by other companies in the gaming industry which were similar in size as the Company; (c) the experience level of the executive officer;

• (d) the amount of time and commitment which the executive officer devotes to the Company; and

• (e) the executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

In the Company’s view, paying base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which the Company operates is a first step to attracting and retaining qualified and effective executives.

Benefits and Perquisites

The Company currently provides a limited number of perquisites to its NEOs, the nature and value of which, in the view of the Board, are reasonable and competitive.

Hedging by Named Executive Officers or Directors

The Company has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Circular, entitlement to grants of Options are the only equity security element awarded by the Company to its executive officers and directors as detailed under heading “ Stock Option and Other Compensation Securities ” above.

Pension Disclosure

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan the Company currently has in place is its Fixed Share Option Plan as last approved by shareholders on December 16, 2022.

25 | P a g e

Equity Compensation Plan Information

The following information is as of November 30, 2023, the Company’s most recently completed financial year end.

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders - Fixed Share Option Plan	2,706,333	0.70	693,667
Equity compensation plans not approved bysecurityholders	NIL	NIL	NIL
TOTAL	2,706,333	-	693,667

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company (other than in respect of amounts which would constitute routine indebtedness) as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than set out in this Circular, no director or senior officer of the Company or any proposed nominee of management of the Company for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, since the commencement of the Company’s last financial year or in any proposed material transaction.

Financial Year ended November 30, 2023

Related parties are defined as Officers and Directors of the Company as well as any companies that are controlled by Officers. Namely, Derik Murray – CEO, Paul Gertz –COO, Darren Battersby – CFO, and Ali Pejman - Chairman of board of directors and directors: Derik Murray, Paul Gertz, Greg Zeschuk, Ali Pejman and Tim Gamble.

During the year ended November 30, 2023, the Company paid or accrued wages and recognized share-based compensation to key management personnel in the following manner:

	November 30, 2023 ($)	November 30, 2022 ($)
General and Administrative expenses	30,000	27,500
Share-based compensation	131,322	223,775
Direct Production costs	369,873	148,281
Investment in film and television properties	266,670	491,689
TOTAL	$797,865	$891,245

MANAGEMENT CONTRACTS

Other than set out in this Circular, the Company has no management agreements or arrangements under which the management functions of the Company are performed other than by the Company’s directors and executive officers.

26 | P a g e

OTHER MATTERS

The management of the Company is not aware of any other matter to come before the Meeting other than those set out in the Notice of Meeting accompanying this Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of Proxy or VIF accompanying this Circular to vote the same in accordance with their best judgment on such matters.

ADDITIONAL INFORMATION

Financial information about the Company is provided in its comparative financial statements for the year ended November 30, 2023, and in the related management discussion and analysis. The Company’s November 30, 2023, audited year-end financial statements, the auditor’s report thereon and related management’s discussion and analysis will be presented at the Meeting. You may obtain copies of such documents upon request from the Company at Suite 207 – 1525 West 8 Avenue, Vancouver, British Columbia V6J 1T5; by telephone: 604-739-8825; or via e-mail at: info@networkentertainment.ca. These documents are also available on SEDAR+, which can be accessed at www.sedarplus.ca.

Additional copies of information or documents referenced in this Circular may be obtained by a Shareholder upon request without charge from the Company at Suite 207 – 1525 West 8 Avenue, Vancouver, British Columbia V6J 1T5, by telephone: 604-739-8825 or via e-mail at: info@networkentertainment.ca. Copies of these documents will be provided free of charge to shareholders of the Company, but a reasonable charge may be applied for requests by any person or company who is not a shareholder of the Company.

The Board of Directors of the Company has approved the contents and the delivery of this Circular to its shareholders.

DATED at Vancouver, British Columbia Canada on the 2[nd] day of August, 2024.

BY ORDER OF THE BOARD

(signed) “Derik A. Murray” Derik A. Murray Chief Executive Officer

27 | P a g e

SCHEDULE “A” AUDIT COMMITTEE CHARTER

28 | P a g e

NETWORK MEDIA GROUP INC.

(the “Corporation”)

Audit Committee Charter

(Adopted by the Board of Directors on July 4, 2011)

Objectives

The Audit Committee will assist the Board of Directors in fulfilling its oversight responsibilities for:

1. the financial reporting process,

2. the system of internal control over financial reporting,

3. the audit process,

4. compliance with legal and regulatory requirements, and

5. the processes for identifying, evaluating and managing the company’s principal risks impacting financial reporting.

Membership

The Board of Directors shall appoint annually from among its members an Audit Committee to hold office for the ensuing year or until their successors are elected or appointed.

The Audit Committee shall be composed of at least three directors, and not more than five directors, at least a majority of whom shall be "independent" and "financially literate" (as such terms are defined in National Instrument 52-110 – Audit Committees).

The Board of Directors may from time to time designate one of the members of the Audit Committee to be the Committee Chair and, unless otherwise determined by the Board, the Secretary of the Corporation shall be the Secretary of the Audit Committee.

Meetings and Participation

The Audit Committee shall meet at least once per quarter, or more frequently as circumstances dictate. Any member of the Audit Committee or the external auditor may call a meeting of the Audit Committee. The auditors shall be provided notice of all meetings and be entitled to attend and be heard thereat.

Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. The agenda will be set by the Audit Committee Chair in consultation with other members of the Audit Committee, the Board of Directors and senior management.

• 2 -

No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present. A quorum for meetings of the Audit Committee is a majority of its Members.

The Audit Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be approved by Audit Committee members and available as soon as possible to the Board of Directors.

Duties, Powers, and Responsibilities

The Audit Committee is hereby delegated the following duties and powers, without limiting these duties and powers, the Audit Committee shall:

(a) Financial Reporting

• Review and recommend for approval to the Board of Directors the annual Financial Statements, accounting policies that affect the statements, annual MD&A and associated press release.

• Review the Annual Report for consistency with the financial disclosure referenced in the annual Financial Statements.

• Be satisfied as to the adequacy of procedures in place for the review of the Corporation's public disclosure of financial information extracted or derived from annual or quarterly financial statements and periodically assess the adequacy of such procedures.

• Review and approve quarterly financial statements, accounting policies that affect the statements, the quarterly MD&A, and the associated press release.

• Review significant issues affecting financial reports.

• Review emerging GAAP developments that could affect the Corporation.

• Understand how management develops interim financial information and the nature and extent of external audit involvement.

• In review of the annual and quarterly financial statements, discuss the quality of the Corporation’s accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

• Review and approve any earnings guidance to be provided by the Corporation.

(b)

Internal and Disclosure Controls

• Consider the effectiveness of the Corporation’s internal controls over financial reporting and related information technology security and control.

• 3 -

• Review and approve corporate signing authorities and modifications thereto.

• Review with the auditors any issues or concerns related to any internal control systems in the process of the audit.

• Review the plan and scope of the annual audit with respect to planned reliance and testing of controls and major points contained in the auditor's management letter resulting from control evaluation and testing.

• Establish and maintain complaint procedures regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Such procedures are appended hereto as Appendix A.

• Review with management, external auditors and legal counsel any material litigation claims or other contingencies, including tax assessments, and adequacy of financial provisions, that could materially affect financial reporting.

• Review with the Chief Executive Officer and the Chief Financial Officer the Corporation’s disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with, such controls and procedures.

• Discuss with the Chief Executive Officer and the Chief Financial Officer all elements of certification required pursuant to National Instrument 52-109.

• Approve all material related party transactions in advance; materiality is set a $1 for such matters.

(c)

External Audit

• Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing such other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

• Review and approve the audit plans, scope and proposed audit fees.

• Annually review the independence of the external auditors by receiving a report from the independent auditor detailing all relationships between them and the Corporation.

• Discuss with the auditors the results of the audit, any changes in accounting policies or practices and their impact on the financials, as well as any items that might significantly impact financial results.

• Receive a report from the auditors on critical accounting policies and practices to be used, all alternative treatments of financial information within GAAP that have been

• 4 -

discussed with management, including the ramifications of the use of such alternative treatments, and the treatment preferred by the auditor.

• Receive an annual report from the auditors describing the audit firm’s internal quality-control procedures, and material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more audits carried out the firm, and any steps taken to deal with any such issues.

• Ensure regular rotation of the lead partner and reviewing partner.

• Evaluate the performance of the external auditor and the lead partner annually.

• Recommend to the Board of Direcotrs (i) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, and (ii) the compensation of the external auditor.

• Separately meet with the auditors, apart from management, at least once a year.

(d) Non-Audit Services

• Pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditor. Pre-approval may be granted by any one member of the Audit Committee.

(e)

Risk Management

• Review and monitor the processes in place to identify and manage the principal risks that could impact the financial reporting of the Corporation.

• Ensure that Directors and Officers insurance is in place.

• Review and approve corporate investment policies.

• Assess, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board of Directors.

(f)

Other Responsibilities and Matters

• Report through its Chair to the Board of Directors following meetings of the Audit Committee.

• Review annually the adequacy of the Charter and confirm that all responsibilities have been carried out.

• 5 -

• Evaluate the Audit Committee’s and individual member’s performance on a regular basis and report annually to the Board the result of its annual self-assessment.

• Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

• Discuss the Corporation's compliance with tax and financial reporting laws and regulation, if and when issues arise.

Authority

The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors employed by the Audit Committee at the cost of the Corporation without obtaining approval of the Board of Directors, based on its sole judgment and discretion. The Audit Committee has the authority to communicate directly with the internal and external auditors of the Corporation.

SCHEDULE “B” OMNIBUS LONG TERM INCENTIVE PLAN

29 | P a g e

NETWORK MEDIA GOLD INC.

(the “ Company ”)

EQUITY INCENTIVE PLAN

SECTION 1 ESTABLISHMENT AND PURPOSE OF THIS PLAN

1.1 Purpose

The purpose of this equity incentive plan (the “ Plan ”) is to promote the long-term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of Eligible Persons; (ii) encouraging such Eligible Persons to focus on critical long-term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company.

SECTION 2 DEFINITIONS

2.1 Definitions

As used in this Plan, the following terms shall have the meanings set forth below:

• (a) “ Award ” means any award of Options, RSUs, PSUs or DSUs granted under this Plan;

• (b) “ Award Agreement ” means any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under this Plan;

• (c) “ Blackout Period ” means a period of time during which the Company prohibits Participants from exercising, redeeming or settling an Award due to the existence of undisclosed material information and pursuant to a formal notice provided by the Company under a trading policy, which Blackout Period must expire promptly following general disclosure of the undisclosed material information;

• (d) “ Board ” means the board of directors of the Company or, if the context permits, any of its Subsidiaries, as applicable;

• (e) “ Change of Control ” means the acquisition by any person or by any person and a joint actor, whether directly or indirectly, of voting securities (as such terms are interpreted in the Securities Act ) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a person “acting jointly or in concert” with another person, as that phrase is interpreted in National Instrument 62-103, totals for the first time not less than fifty (50%) percent of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board;

• (f) “ Company ” means Network Media Group Inc., a company incorporated under the Business Corporations Act (British Columbia), and any of its successors or assigns.

• (g) “ Consultant ” means a Person (other than a Director, Officer or Employee) that:

1 | P a g e

Network Media Group Inc.

• (i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or any Subsidiary of the Company, other than services provided in relation to a distribution (as defined in the Securities Act );

• (ii) provides the services under a written contract between the Company or any of its Subsidiaries and the Person, as the case may be; and

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time on the affairs and business of the Company or any of its Subsidiaries;

and includes:

• (iv) for a Person that is an individual, a corporation of which such individual is the sole shareholder;

• (h) “Deferred Share Unit” or “DSU” means a right granted to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Company on a deferred basis upon specified vesting criteria being satisfied, all as provided in Section 5.4 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

• (i) “ Determination Date ” means a date determined by the Board in its sole discretion but not later than 90 days after the expiry of a Performance Cycle;

• (j) “ Director ” means a member of the Company’s Board or the Board of any of its Subsidiaries;

• (k) “ Discounted Market Price ” means the Market Price less the discount set forth below, subject to a minimum price of $0.10:

Closing Price up to $0.50 $0.51 to $2.00 above $2.00	Discount
	25% 20% 15%

• (l) “ Disability ” means any medical condition which qualifies a Participant for benefits under a long-term disability plan of the Company or Subsidiary;

• (m)

• “ Effective Date ” has the meaning ascribed thereto in Section 8;

• (n) “Election Form” means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in DSUs under this Plan;

• (o) “ Eligible Person ”, when used in connection with Options, means Officers, Directors, Employees, Management Company Employees and Consultants of the Company or any of its Subsidiaries but, when used in connection with PSUs, RSUs or DSUs, means only Officers, Directors, Employees, Management Company Employees and Consultants of the Company or any of its Subsidiaries that do not perform Investor Relations Activities;

2 | P a g e

Network Media Group Inc.

• (p) “Employee” means:

• (i) an individual who is considered an employee of the Company or any of its Subsidiaries under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

• (ii) an individual who works full-time for the Company or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Company or any of its Subsidiaries over the details and methods of work as an employee of the Company or any of its Subsidiaries, as the case may be, but for whom income tax deductions are not made at source; or

• (iii) an individual who works for the Company or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week acceptable to the Exchange, who provides services normally provided by an employee and is subject to the same control and direction by the Company or its Subsidiary over the details and methods of work as an employee of the Company or any of its Subsidiaries, as the case may be, but for whom income tax deductions are not made at source;

• (q) “ Exchange ” means the TSX Venture Exchange, or such other exchange upon which the Shares of the Company may become listed for trading;

• (r) “Fees” means the annual Board retainer, chair fees, meeting attendance fees or any other fees payable to a Director;

• (s) “ Grant Date ” means, for any Award, the date specified by the Board as the grant date at the time it grants the Award or, if no such date is specified, the date upon which the Award was actually granted;

• (t)

• “ Insider ” has the meaning attributed to it in the Securities Act;

• (u) “ Investor Relations Activities ” means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

• (i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:

  • (A) to promote the sale of products or services of the Company; or

  • (B) to raise public awareness of the Company, that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

• (ii) activities or communications necessary to comply with the requirements of:

  • (A) applicable securities laws; or

  • (B) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;

3 | P a g e

Network Media Group Inc.

• (iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

  • (A) the communication is only through the newspaper, magazine or publication; and

  • (B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

• (iv) activities or communications that may be otherwise specified by the Exchange;

• (v) “Investor Relations Service Provider” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities

• (w) “Management Company Employee” means an individual employed by a company providing management services to the Company, which services are required for the ongoing successful operation of the Company’s business enterprise;

• (x) “ Market Price ” means, subject to the exceptions prescribed by the Exchange from time to time, the last closing price of the Company’s shares before the issuance of the required news release disclosing the grant of Awards (but, if the policies of the Exchange provide an exception to such news release, then the last closing price of the Company’s shares before the Grant Date);

• (y) “Market Unit Price” means the value of a Share determined by reference to the five-day volume-weighted average closing price of a Share for the five Trading Day period immediately preceding the relevant date;

• (z) “Officer” means an officer (as defined in the Securities Act or, where the Securities Act does not apply, by other applicable securities laws) of the Company or any of its Subsidiaries;

• (aa) “ Option ” means incentive share purchase options entitling the holder thereof to purchase Shares at a specified price for a specified period of time;

• (bb) “ Participant ” means any Eligible Person to whom Awards under this Plan are granted;

• (cc) “ Participant’s Account ” means a notional account maintained for each Participant’s participation in this Plan which will show any RSUs, PSUs and/or DSUs credited to a Participant from time to time;

• (dd) “ Performance-Based Award ” means, collectively or as applicable, Performance Share Units, Restricted Share Units and Deferred Share Units;

• (ee) “ Performance Criteria ” means criteria established by the Board which, without limitation, may include criteria based on the Participant’s personal performance and/or financial performance of the Company and its Subsidiaries, and that are to be used to determine the vesting of Performance Share Units;

• (ff) “ Performance Cycle ” means the applicable performance cycle of the Performance Share Units as may be specified by the Board in the applicable Award Agreement;

4 | P a g e

Network Media Group Inc.

• (gg) “ Performance Share Unit ” or “ PSU ” means a right awarded to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied, all as provided in Section 5.3 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

• (hh) “ Person ” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or governmental authority or body;

• (ii) “ Restriction Period ” means the time period between the Grant Date and the Vesting Date of an Award of Restricted Share Units specified by the Board in the applicable Award Agreement, which period shall be no less than 12 months;

• (jj) “ Restricted Share Unit ” or “ RSU ” means a right awarded to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive for no additional cash consideration, securities of the Company upon specified vesting criteria being satisfied, all as provided in Section 5.2 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

• (kk) ‘‘ Retirement ” means retirement from active employment with the Company or a Subsidiary with the consent of an officer of the Company or the Subsidiary;

• (ll) “ Securities Act ” means the Securities Act (British Columbia), as amended, from time to time;

• (mm) “ Security-Based Compensation Arrangement ” shall have the meaning ascribed thereto in the rules and policies of the Exchange, or in the event that such term is not defined in the rules and policies of the Exchange, shall mean a stock option plan, including the Plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time employees, officers, Insiders, service providers or Consultants of the Company or a Subsidiary;

• (nn) “ Shares ” means the common shares of the Company;

• (oo) “ Subsidiary ” means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;

• (pp) “ Termination Date ” means, as applicable:

• (i) in the event of a Participant’s Retirement, voluntary termination, voluntary resignation or termination of employment as a result of a Disability, the date on which such Participant ceases to be an employee of the Company or a Subsidiary; and

• (ii) in the event of termination of the Participant’s employment by the Company or a Subsidiary, the date on which such Participant is advised by the Company or a Subsidiary, in writing or verbally, that his or her services are no longer required;

• (qq) “Trading Day” means any day on which the Exchange is open for trading; and

• (rr) “ Vesting Date ” means in respect of any Award, the date when the Award is fully vested in accordance with the provisions of this Plan and the applicable Award Agreement.

5 | P a g e

Network Media Group Inc.

SECTION 3 ADMINISTRATION

3.1 Board to Administer Plan

Except as otherwise provided herein, this Plan shall be administered by the Board of the Company (and, for clarity, not by the Board of any subsidiary of the Company) and the Board of the Company shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board of the Company may deem necessary in order to comply with the requirements of this Plan.

3.2 Delegation to Committee

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by such committee as the Board may determine.

3.3 Interpretation

All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Company.

3.4

No Liability

No Director shall be personally liable for any action taken or determination or interpretation made or approved in good faith in connection with this Plan and the Directors shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company.

SECTION 4 SHARES AVAILABLE FOR AWARDS

4.1 Limitations on Shares Available for Issuance

• (a) The aggregate number of Shares reserved for issuance pursuant to all Awards, including Options, granted under the Plan, together with any other Security Based Compensation Arrangement, shall not exceed 3,564,940, being 20% of the number of Shares issued and outstanding, at the time and in accordance with the Policies of the Exchange.

• (b) So long as it may be required by the rules and policies of the Exchange:

• (i) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to any Participant under this Plan, within any 12 month period, together with Shares reserved for issuance to such Participant (and to Companies wholly-owned by that Participant) under all of the Company’s other

6 | P a g e

Network Media Group Inc.

Security-Based Compensation Arrangements, shall not exceed five (5%) percent of the issued and outstanding Shares (calculated as at the date of any grant);

• (ii) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to Insiders under this Plan, within any 12 month period, together with Shares reserved for issuance to Insiders under all of the Company’s other Security-Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares (calculated as at the date of any grant);

• (iii) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to Insiders under this Plan, at any point in time, together with Shares reserved for issuance to Insiders under all of the Company’s other Security-Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares; and

• (iv) the maximum aggregate number of Shares issuable to any one Consultant, within any 12 month period, together with Shares issuable to such Consultant under all of the Company’s other Security-Based Compensation Arrangements, shall not exceed two (2%) percent of the issued and outstanding Shares (calculated as at the date of any grant); and

• (v) the maximum aggregate number of Shares issuable pursuant to grants of Options to all Investor Relation Service Providers performing Investor Relations Activities, within any 12 month period, shall not in aggregate exceed two (2%) percent of the issued and outstanding Shares (calculated as at the date of any grant). For the avoidance of doubt, Persons performing Investor Relations Activities are only eligible to receive Options under this Plan; they are not eligible to receive any PerformanceBased Award or other type of securities based compensation under this Plan.

4.2 Accounting for Awards

For purposes of this Section 4:

• (a) if an Award is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the Grant Date of such Award against the aggregate number of Shares available for granting Awards under this Plan; and

• (b) notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, or are exchanged with the Board’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for granting Awards under this Plan.

4.3 Anti-Dilution

If the number of outstanding Shares is increased or decreased as a result of a stock split, consolidation or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of stock dividend, the Board may, subject to the prior acceptance of the Exchange in the case of a recapitalization, make appropriate adjustments to the number and price (or other basis upon which an Award is measured) of Options, RSUs, PSUs or DSUs credited to a Participant. Any determinations

7 | P a g e

Network Media Group Inc.

by the Board as to the required adjustments shall be made in its sole discretion and all such adjustments shall be conclusive and binding for all purposes under this Plan.

SECTION 5 AWARDS

5.1 Options

• (a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Options to Eligible Persons. Options granted to an Eligible Person shall be credited, as of the Grant Date, to the Participant’s Account. The number of Options to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each Option shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of Options granted pursuant to an Award shall be specified in the applicable Award Agreement.

• (b) Exercise Price - The exercise price of an Option granted under this Plan shall not be less than the Discounted Market Price, provided that if an Option is proposed to be granted by the Company which has just been recalled for trading following a suspension or halt, the Company must wait at least ten Trading Days since the day on which trading in the Company’s securities resumes before setting the exercise price for and granting the Option.

• (c) Expiry Date - Each Option shall, unless sooner terminated, expire on a date to be determined by the Board which will not exceed 10 years from the Grant Date.

• (d) Different Exercise Periods, Prices and Number - The Board may, in its absolute discretion, upon granting Options under this Plan, specify different time periods following the dates of granting the Options during which the Participant may exercise their Options to purchase Shares and may designate different exercise prices and numbers of Shares in respect of which each Participant may exercise his option during each respective time period.

• (e) Vesting - Subject to the discretion of the Board, the Options granted to a Participant under this Plan shall vest as determined by the Board on the Grant Date of such Options. If the Board does not specify a vesting schedule at the Grant Date, then Options granted to persons other than those conducting Investor Relations Activities shall vest fully on the Grant Date, and in any event in accordance with the policies of the Exchange. Options issued to Persons conducting Investor Relations Activities must vest (and shall not otherwise be exercisable) in stages over a minimum of 12 months such that:

• (i) no more than 1/4 of the Options vest no sooner than three months after the Grant Date;

• (ii) no more than another 1/4 of the Options vest no sooner than six months after the Grant Date;

• (iii) no more than another 1/4 of the Options vest no sooner than nine months after the Grant Date; and

• (iv) the remainder of the Options vest no sooner than 12 months after the Grant Date.

8 | P a g e

Network Media Group Inc.

• (f) Change of Control – If the Award Agreement so provides, in the event of a Change of Control, all Options granted to a Participant who ceases to be an Eligible Person shall become fully vested in such Participant and shall become exercisable by the Participant in accordance with the terms of the Award Agreement and Section 5.1(l) hereof. If the Participant provides Investor Relations Activities, no acceleration of the vesting of any Options shall be permitted without prior Exchange review and acceptance.

• (g) Death - Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any Options granted to such Participant which, prior to the Participant’s death, have not vested, will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect; and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Options granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant’s estate in accordance with Section 5.1(l) hereof.

• (h) Termination of Participant’s Relationship with the Company

• (i) Where a Participant’s relationship with the Company is terminated by the Company or a Subsidiary for cause, all Options granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.

• (ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, such that the Participant no longer qualifies as an Eligible Person, all Options granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date; provided, however , that any Options granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.1(l) hereof and shall be exercisable by such Participant for a period of 90 days following the date the Participant ceased to be an Eligible Person, or such longer period as may be provided for in the Award Agreement or as may be determined by the Board provided such period does not exceed 12 months after the Termination Date.

• (iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s eligibility to receive further grants of Awards of Options under this Plan shall cease as of the Termination Date.

• (i) Disability - Where a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options; provided, however , that no Options may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Options granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the

9 | P a g e

Network Media Group Inc.

provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date; provided, however , that any Options granted to such Participant which, prior to the termination of the Participant’s relationship with the Company due to Disability, had vested pursuant to terms of the applicable Award Agreement, will accrue to the Participant in accordance with Section 5.1(l) hereof and shall be exercisable by such Participant for a period of 90 days following the date the Termination Date, or such longer period as may be provided for in the Award Agreement or as may be determined by the Board.

• (j) Hold Period - In addition to any resale restrictions under applicable legislation or regulation, all Options granted hereunder and all Shares issued on the exercise of such Options will, if applicable under the policies of the Exchange, be subject to a four month Exchange hold period from the date the options are granted, and the stock option agreements and the certificates representing such Shares will bear the following legend:

“Without prior written approval of the 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 [insert date].”

• (k) Notice - Options shall be exercised only in accordance with the terms and conditions of the Award Agreements under which they are respectively granted and shall be exercisable only by notice in writing to the Company at its principal place of business.

• (l) Payment of Award - Subject to any vesting or other limitations described in each individual Award Agreement, Options may be exercised in whole or in part at any time prior to their lapse or termination, by the Participant, or if Section 5.1(g) applies, by the Participant’s estate within one year of the death of the Participant, into such number of Shares equal to the number of Options credited to the Participant’s Account that become exercisable on the Vesting Date. The exercise price of all Options must be paid in cash. Shares purchased by a Participant on exercise of an Option shall be paid for in full at the time of their purchase (i.e. concurrently with the giving of the requisite notice).

5.2 Restricted Share Units

• (a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Restricted Share Units to Eligible Persons that do not perform Investor Relations Activities. Restricted Share Units granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of Restricted Share Units to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each Restricted Share Unit shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of Restricted Share Units granted pursuant to an Award and the Restriction Period in respect of such Restricted Share Units shall be specified in the applicable Award Agreement.

• (b) Restrictions - Restricted Share Units shall be subject to such restrictions as the Board, in its sole discretion, may establish in the applicable Award Agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and

10 | P a g e

Network Media Group Inc.

satisfaction of objectives as the Board may, in its discretion, determine at the time an Award is granted.

• (c) Vesting - All Restricted Share Units will vest and become payable by the issuance of Shares at the end of the Restriction Period if all applicable restrictions have lapsed, as such restrictions may be specified in the Award Agreement. No Restricted Share Units may vest before the date that is one year following the date of the Award.

• (d) Change of Control – If the Award Agreement so provides, in the event of a Change of Control and the Participant ceases to be an Eligible Person, all restrictions upon any Restricted Share Units shall lapse immediately and all such Restricted Share Units shall become fully vested in the Participant and will accrue to the Participant in accordance with Section 5.2(h) hereof.

• (e) Death - Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any Restricted Share Units granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Restricted Share Units granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant’s estate in accordance with Section 5.2(h) hereof.

• (f) Termination of a Participant’s Relationship with the Company

• (i) Where a Participant’s relationship with the Company is terminated by the Company or a Subsidiary for cause, all Restricted Share Units granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.

• (ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, all Restricted Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date and the Participant shall have no right, title or interest therein whatsoever; provided, however , that any Restricted Share Units granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.2(h) hereof.

• (iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s eligibility to receive further grants of Awards of Restricted Share Units under this Plan shall cease as of the Termination Date.

• (g) Disability - Where a Participant becomes afflicted by a Disability, all Restricted Share Units granted to the Participant under this Plan will continue to vest in accordance with the terms of such Restricted Share Units; provided, however , that no Restricted Share Units may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to

11 | P a g e

Network Media Group Inc.

Disability such that the Participant ceases to be an Eligible Person, all Restricted Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date and the Participant shall have no right, title or interest therein whatsoever; provided, however , that any Restricted Share Units granted to such Participant which, prior to the Participant’s termination due to Disability, had vested pursuant to terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.2(h) hereof.

• (h) Payment of Award - As soon as practicable after each Vesting Date of an Award of Restricted Share Units, the Company shall, at the sole discretion of the Board, either:

• (i) issue to the Participant, or if Section 5.2(e) applies, to the Participant’s estate, from treasury the number of Shares equal to the number of Restricted Share Units credited to the Participant’s Account that have vested and become payable on the Vesting Date; or

• (ii) make a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Vesting Date of the Restricted Share Units credited to a Participant’s Account that have vested and become payable, net of applicable withholdings.

As of the Vesting Date, the Restricted Share Units in respect of which such Shares are issued or cash payment made shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such Restricted Share Units.

5.3 Performance Share Units

• (a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Performance Share Units to Eligible Persons that do not perform Investor Relations Activities. Performance Share Units granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of Performance Share Units to be credited to each Participant shall be determined by the Board, in its sole discretion, in accordance with this Plan. Each Performance Share Unit shall, contingent upon the attainment of the Performance Criteria within the Performance Cycle, represent one (1) Share. The number of Performance Share Units granted pursuant to an Award, the Performance Criteria which must be satisfied in order for the Performance Share Units to vest and the Performance Cycle in respect of such Performance Share Units shall be specified in the applicable Award Agreement. No Performance Share Units may vest before the date that is one year following the date of the Award.

• (b) Performance Criteria - The Board will select, settle and determine the Performance Criteria (including without limitation the attainment thereof), for purposes of the vesting of the Performance Share Units, in its sole discretion. An Award Agreement may provide the Board with the right, during a Performance Cycle or after it has ended, to revise the Performance Criteria and the Award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the sole judgment of the Board make the application of the Performance Criteria unfair unless a revision is made. Notices will be

12 | P a g e

Network Media Group Inc.

provided by the Company to applicable regulatory authorities or stock exchanges as may be required with respect to the foregoing.

• (c) Vesting - All Performance Share Units will vest and become payable to the extent that the Performance Criteria set forth in the Award Agreement are satisfied in the Performance Cycle, the determination of which satisfaction shall be made by the Board on the Determination Date. No Performance Share Units may vest before the date that is one year following the date of the Award.

• (d) Change of Control – If the Award Agreement so provides, in the event of a Change of Control and the Participant ceases to be an Eligible Person, all Performance Share Units granted to a Participant shall become fully vested in such Participant (without regard to the attainment of any Performance Criteria) and shall become payable to the Participant in accordance with Section 5.3(h) hereof.

• (e) Death - Other than as may be set forth in the applicable Award Agreement and below, upon the death of a Participant, all Performance Share Units granted to the Participant which, prior to the Participant’s death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however , the Board may determine, in its sole discretion, the number of the Participant’s Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) hereof.

(f) Termination of a Participant’s Relationship with the Company

• (i) Where a Participant’s relationship with the Company is terminated by the Company or a Subsidiary for cause, all Performance Share Units granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.

• (ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, all Performance Share Units granted to the Participant which have not vested will, unless the Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date, and the Participant shall have no right, title or interest therein whatsoever; provided, however , the Board may determine, in its sole discretion, the number of the Participant’s Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) hereof.

• (iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s

13 | P a g e

Network Media Group Inc.

eligibility to receive further grants of Awards of Performance Share Units under this Plan shall cease as of the Termination Date.

• (g) Disability - Where a Participant becomes afflicted by a Disability, all Performance Share Units granted to the Participant under this Plan will continue to vest in accordance with the terms of such Performance Share Units; provided, however , that no Performance Share Units may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Performance Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date, and the Participant shall have no right, title or interest therein whatsoever; provided, however , that the Board may determine, in its sole discretion, the number of the Participant’s Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) hereof.

• (h) Payment of Award - Payment to Participants in respect of vested Performance Share Units shall be made after the Determination Date for the applicable Award and in any case within ninety-five (95) days after the last day of the Performance Cycle to which such Award relates. The Company shall, at the sole discretion of the Board, either:

• (i) issue to the Participant or if Section 5.3(e) applies, to the Participant’s estate, the number of Shares equal to the number of Performance Share Units credited to the Participant’s Account that have vested on the Determination Date; or

• (ii) make a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Determination Date of the Performance Share Units credited to a Participant’s Account that have vested, net of applicable withholdings.

As of the Vesting Date, the Performance Share Units in respect of which such Shares are issued or cash payment made shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such Performance Share Units.

5.4 Deferred Share Units

• (a) Eligibility and Participation - Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Deferred Share Units to Directors that do not perform Investor Relations Activities in lieu of Fees or to other Eligible Persons that do not perform Investor Relations Activities as compensation for employment or consulting services. Deferred Share Units granted to a Participant in accordance with Section 5.4 hereof shall be credited, as of the Grant Date, to the Participant’s Account. The number of Deferred Share Units to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. The number of Deferred Share Units shall be specified in the applicable Award Agreement.

• (b) Election - Each Director may elect to receive any or all of his or her Fees in Deferred Share Units under this Plan. Elections by Directors regarding the amount of their Fees that they

14 | P a g e

Network Media Group Inc.

wish to receive in Deferred Share Units shall be made no later than 90 days after this Plan is adopted by the Board, and thereafter no later than December 31 of any given year with respect to Fees for the following year. Any Director who becomes a Director during a calendar year and wishes to receive an amount of his or her Fees for the remainder of that year in Deferred Share Units must make his or her election within 60 days of becoming a Director.

• (c) Calculation of Deferred Share Units Granted in Lieu of Fees - The number of Deferred Share Units to be credited to a Participant’s Account where the Participant is a Director who has elected to receive Deferred Share Units in lieu of Fees shall be calculated by dividing the amount of Fees selected by a Director in the applicable Election Form by the Market Unit Price on the Grant Date (or such other price as required under Exchange policies) which shall be the 10th business day following each financial quarter end. If, as a result of the foregoing calculation, a Participant that is a Director shall become entitled to a fractional Deferred Share Unit, the Participant shall only be credited with a full number of Deferred Share Units (rounded down) and no payment or other adjustment will be made with respect to the fractional Deferred Share Unit.

• (d) Vesting - No Deferred Share Units may vest before the date that is one year following the date of the Award.

• (e) Payment of Award - Each Participant shall be entitled to receive, after the effective date that the Participant ceases to be an Eligible Person for any reason, on a day designated by the Participant and communicated to the Company by the Participant in writing at least 15 days prior to the designated day (or such earlier date after the Participant ceases to be an Eligible Person as the Participant and the Company may agree, which date shall be no later than one year after the date upon which the Participant ceases to be an Eligible Person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an Eligible Person, at the sole discretion of the Board, either:

• (i) that number of Shares equal to the number of vested Deferred Share Units credited to the Participant’s Account, such Shares to be issued from treasury of the Company (provided that such issuance will not result in the number specified in Section 4.1(b) being exceeded); or

• (ii) a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Participant ceases to be an Eligible Person of the vested Deferred Share Units credited to a Participant’s Account, net of applicable withholdings.

• (f) Exception - In the event that the value of a Deferred Share Unit would be determined with reference to a period commencing at a fiscal quarter-end of the Company and ending prior to the public disclosure of interim financial statements for the quarter (or annual financial statements in the case of the fourth quarter), the cash payment of the value of the Deferred Share Units will be made to the Participant with reference to the five (5) Trading Days immediately following the public disclosure of the interim financial statements for that quarter (or annual financial statements in the case of the fourth quarter).

• (g) Death - Upon death of a Participant holding Deferred Share Units that have vested, the Participant’s estate shall be entitled to receive, within 120 days after the Participant’s death and at the sole discretion of the Board, a cash payment or Shares that would have otherwise

15 | P a g e

Network Media Group Inc.

been payable in accordance with Section 5.4(e) hereof to the Participant upon such Participant ceasing to be an Eligible Person.

5.5 General Terms Applicable to Awards

• (a) Forfeiture Events - The Board will specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of a relationship for cause, violation of material Company policies, fraud, breach of non-competition, confidentiality or other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation of the Company.

• (b) Awards May be Granted Separately or Together - Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other Security-Based Compensation Arrangement of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other Security-Based Compensation Arrangement of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

• (c) Non-Transferability of Awards - No Award and no right under any such Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the Policies of the Exchange. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company.

• (d) Conditions and Restrictions Upon Securities Subject to Awards - The Board may provide that the Shares issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Board in its sole discretion may specify, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation:

• (i) restrictions under an insider trading policy or pursuant to applicable law;

• (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Security-Based Compensation Arrangements; and

• (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

• (e) Blackout Periods – In the event that the date provided for expiration, redemption or settlement of an Award falls within a Blackout Period imposed by the Company pursuant to a trading policy as the result of the bona fide existence of undisclosed Material Information, the expiry date, redemption date or settlement date, as applicable, of the Award shall automatically be extended to the date that is ten (10) business days following the date of

16 | P a g e

Network Media Group Inc.

expiry of the Blackout Period. Notwithstanding the foregoing, there will be no extension of any Award if the Company (or the Participant) is subject to a cease trade order (or similar order under applicable law).

• (f) Share Certificates - All Shares delivered under this Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules, regulations, and other requirements of any securities commission, the Exchange, and any applicable securities legislation, regulations, rules, policies or orders, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

• (g) Conformity to Plan - In the event that an Award is granted which does not conform in all particulars with the provisions of this Plan, or purports to grant an Award on terms different from those set out in this Plan, the Award shall not be in any way void or invalidated, but the Award shall be adjusted to become, in all respects, in conformity with this Plan.

• (h) Deductions - Whenever cash is to be paid in respect of Deferred Share Units, Restricted Share Units or Performance Share Units, the Company shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Shares are to be delivered in respect of Deferred Share Units, Restricted Share Units or Performance Share Units, the Company shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Company in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Board, a Participant may be permitted to satisfy the foregoing requirement by, all in accordance with the Policies of the Exchange, delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or a portion of the Shares and deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes.

• (i) Evergreen Plan - Shares that were the subject of any Award made under this Plan that has been settled in cash, or that has been cancelled, terminated, surrendered, forfeited or has expired without being exercised, and pursuant to which no securities have been issued, may continue to be issuable under this Plan.

• (j) No Performance-Based Awards While on NEX – Notwithstanding anything else in this Plan, the Company may not grant or issue any Awards other than Options if, and for so long as, the Company is listed on the NEX board of the Exchange.

5.6 General Terms Applicable to Performance-Based Awards

• (a) Performance Evaluation; Adjustment of Goals - At the time that a Performance-Based Award is first issued, the Board, in the Award Agreement or in another written document, shall specify whether performance will be evaluated including or excluding the effect of any of the following events that occur during the Performance Cycle or Restriction Period, as the case may be:

• (i) judgments entered or settlements reached in litigation;

• (ii) the write-down of assets;

17 | P a g e

Network Media Group Inc.

• (iii) the impact of any reorganization or restructuring;

• (iv) the impact of changes in tax laws, accounting principles, regulatory actions or other laws affecting reported results;

• (v) extraordinary non-recurring items as may be described in the Company’s management’s discussion and analysis of financial condition and results of operations for the applicable financial year;

• (vi) the impact of any mergers, acquisitions, spin-offs or other divestitures; and

• (vii) foreign exchange gains and losses.

• (b) Adjustment of Performance-Based Awards - The Board shall have the sole discretion to adjust the determinations of the degree of attainment of the pre-established Performance Criteria or restrictions, as the case may be, as may be set out in the applicable Award Agreement governing the relevant Performance-Based Award. Notwithstanding any provision herein to the contrary, the Board may not make any adjustment or take any other action with respect to any Performance-Based Award that will increase the amount payable under any such Award. The Board shall retain the sole discretion to adjust PerformanceBased Awards downward or to otherwise reduce the amount payable with respect to any Performance-Based Award.

SECTION 6 AMENDMENT AND TERMINATION

6.1 Amendments and Termination of this Plan

The Board may at any time or from time to time, in its sole and absolute discretion and without the approval of shareholders of the Company, amend, suspend, terminate or discontinue this Plan and may amend the terms and conditions of any Awards granted hereunder, subject to:

• (a) any required disinterested shareholder approval to (i) reduce the exercise price of an Award issued to an Insider or (ii) to extend the term of an Option granted to an Insider, in either event in accordance with the policies of the Exchange while the Shares are listed on the Exchange;

• (b) any required approval of any applicable regulatory authority or the Exchange; and

• (c) any approval of shareholders of the Company as required by the rules of the Exchange or applicable law, provided that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to (except that the Exchange may require approval of the shareholders of the Company for amendments pursuant to Sections 6.1(c)(iii) to (vii)):

• (i) amendments of a “housekeeping nature”;

• (ii) amendments for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan;

18 | P a g e

Network Media Group Inc.

• (iii) amendments which are necessary to comply with applicable law or the requirements of the Exchange;

• (iv) amendments respecting administration and eligibility for participation under this Plan;

• (v) amendments to the terms and conditions on which Awards may be or have been granted pursuant to this Plan including amendments to the vesting provisions and terms of any Awards;

• (vi) with the exception of Options granted to Persons performing Investor Relations Activities, amendments which alter, extend or accelerate the terms of vesting applicable to any Awards; and

• (vii) changes to the termination provisions of an Award or this Plan which do not entail an extension beyond the original fixed term.

If this Plan is terminated, prior Awards shall remain outstanding and in effect in accordance with their applicable terms and conditions.

6.2 Amendments to Awards

The Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant, without such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any amendment or alteration if the Board determines in its sole discretion that such amendment or alteration either:

• (a) is required or advisable in order for the Company, this Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of Policy of the Exchange or any accounting standard; or

• (b) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 7 GENERAL PROVISIONS

7.1 No Rights to Awards

No Person shall have any claim to be granted any Award under this Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award. There is no obligation for uniformity of treatment of Eligible Persons or Participants or beneficiaries of Awards under this Plan. The terms and conditions of Awards need not be the same with respect to each Participant. The Company and each Eligible Person qualifying for an Award are and shall be responsible for ensuring and confirming that each recipient of an Award is a bona fide Eligible Person that qualifies to receive the applicable Award.

7.2

Withholding

The Company shall be authorized to withhold any payment due under any Award or under this Plan until the Participant has paid or made arrangements for the payment of the amount of any

19 | P a g e

Network Media Group Inc.

withholding taxes due in respect of an Award, its exercise, or any payment under such Award or under this Plan.

7.3 No Limit on Other Security-Based Compensation Arrangements

Subject to the limits set forth in Section 4.1 of this Plan, nothing contained in this Plan shall prevent the Company or a Subsidiary from adopting or continuing in effect other Security-Based Compensation Arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

7.4

No Right to Employment

The grant of an Award shall neither constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company, or to any other relationship with the Company. Further, the Company may at any time dismiss a Participant, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in an applicable Award Agreement.

7.5

No Right as Shareholder

Neither the Participant nor any representatives of a Participant’s estate shall have any rights whatsoever as shareholders in respect of any Shares covered by such Participant’s Options, RSUs, PSUs and/or DSUs until the date of issuance of a share certificate to such Participant or representatives of a Participant’s estate for such Shares.

7.6 Governing Law

This Plan and all of the rights and obligations arising hereunder shall be interpreted and applied in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

7.7

Severability

If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of this Plan and any such Award shall remain in full force and effect.

7.8

No Trust or Fund Created

Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company.

7.9

No Fractional Shares

No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and the Board shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional

20 | P a g e

Network Media Group Inc.

Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

7.10 Headings

Headings are given to the Sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

7.11

No Representation or Warranty

The Company makes no representation or warranty as to the value of any Award granted pursuant to this Plan or as to the future value of any Shares issued pursuant to any Award.

7.12 No Representations or Covenant with Respect to Tax Qualification

Although the Company may, in its discretion, endeavor to (i) qualify an Award for favourable Canadian tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.

7.13

Conflict with Award Agreement

In the event of any inconsistency or conflict between the Policies of the Exchange, this Plan and an Award Agreement, the Policies of the Exchange shall govern for all purposes. In the event of any inconsistency or conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern for all purposes.

7.14

Compliance with Laws

The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, as well as the Policies of the Exchange as in effect from time-to-time, and to such approvals by any governmental agencies or stock exchanges on which the Company is listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

• (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

• (b) completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

21 | P a g e

Network Media Group Inc.

SECTION 8 EFFECTIVE DATE OF THIS PLAN

8.1 Effective Date

This Plan shall become effective upon the date (the “ Effective Date ”) of approval by the Board.

SECTION 9 TERM OF THIS PLAN

9.1 Term

This Plan shall terminate automatically 10 years after the Effective Date and may be terminated on any earlier date as provided in Section 6 hereof.

22 | P a g e

Network Media Group Inc.