Nexe Innovations Inc. — AGM Information 2021

Feb 19, 2021

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NEXE INNOVATIONS INC.

109 – 19355 22[nd] Avenue Surrey, BC V3Z 3S6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 12, 2021

AND

INFORMATION CIRCULAR

February 11, 2021

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

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NEXE INNOVATIONS INC.

109 – 19355 22[nd] Avenue Surrey, BC V3Z 3S6 Telephone: (604) 359-4725

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the shareholders of NEXE Innovations Inc. (the “Company”) will be held via telephone conference using the access information provided below, on Friday, March 12, 2021 at 10:00 a.m. (PST) for the following purposes:

1. to set the number of directors at five (5) persons;

2. to elect Darren Footz, Graham Gilley, Ashvani Guglani, Haytham Hodaly and Killian Ruby as directors of the Company for the ensuing year;

3. to appoint MNP LLP as the auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

4. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the Company’s fixed stock option plan as more particularly described in the accompanying Information Circular;

5. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the adoption of a restricted share unit plan as more particularly described in the accompanying Information Circular; and

6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Company’s Board of Directors has fixed February 3, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

In light of ongoing concerns related to the spread of COVID‐19 and in order to mitigate potential risks to the health and safety of the Company’s shareholders, employees and other stakeholders, the Company is conducting the Meeting in a teleconference format. Shareholders will not be able to vote at the meeting via the conference call. Therefore, in order to vote, registered shareholders of the Company need to complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, TSX Trust Company, 2700 – 650 West Georgia Street, Vancouver, BC V6B 4N9 by mail or fax, no later

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than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, the 11[th] day of February, 2021.

ON BEHALF OF THE BOARD

“Darren Footz”

Darren Footz Chief Executive Officer and Director

NEXE INNOVATIONS INC.

109 – 19353 22[nd] Avenue, Surrey, BC V3Z 3S6

INFORMATION CIRCULAR

(as at February 11, 2021 except as otherwise indicated)

NEXE Innovations Inc. (the “Company”) is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the annual general meeting (the “Meeting”) of the Company to be held via live teleconference at 10:00 a.m. (Vancouver, British Columbia time) on Friday, March 12, 2021 or at any adjournments or postponement thereof. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation. All amounts referred to as $ or dollars means Canadian currency, unless otherwise indicated.

Attending the Meeting via Telephone Conference

Attendance of the meeting will also be available to shareholders via tele-conference. In response to the outbreak of COVID-19, the provincial government of British Columbia declared a state of emergency which is currently ongoing. To attend the meeting via tele-conference we would ask that shareholders complete the form attached hereto as Schedule “B”, completing all requested information and e-mail a copy to reception@stockslaw.com or submit by Facsimile: (604) 687 6650 Attn: Corporate Secretary.

Once received, you will receive a telephone and conference room number with which to attend the meeting.

Date and Currency

The date of this Information Circular is February 11, 2021. Unless otherwise stated, all amounts herein are in Canadian dollars.

APPOINTMENT OF PROXYHOLDER

Registered shareholders are entitled to vote at the Meeting. A shareholder is entitled to one vote for each common share that such shareholder holds on the record date of February 3, 2021 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the “Designated Persons”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES

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SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s transfer agent, TSX Trust Company (the “Transfer Agent”), at their offices located at 2700 – 650 West Georgia Street, Vancouver, BC V6B 4N9. by mail or fax not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder’s attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual shareholder or joint shareholders, or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarial certified copy thereof, must accompany the form of proxy.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, at their offices located at, not later than 10:00am (Vancouver, British Columbia time) on March 10, 2021, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as the Canadian Depository for Securities Limited and in the United Stated, under the name Cede & Co., as nominee for the Depository Trust Company (which acts as a brokerage depository for many U.S. firms and custodial banks) (the “Nominees”). If you purchased your shares through a broker, you are likely a non-registered holder.

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In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners" (" NOBOs "). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" (" OBOs ").

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 ") of the Canadian Securities Administrators, the Company has elected to send the Meeting materials indirectly to NOBOs.

If the Company or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting materials unless their Nominee assumes the costs of delivery.

The Company is not sending the Meeting materials to shareholders using "notice-and-access", as defined under NI 54-101.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a shareholder, his attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value (the "shares"), of which 69,965,048 shares are issued and outstanding. Persons who are registered shareholders at the close of business on February 3, 2021 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held. The Company has only one class of shares.

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Other than as set forth below, to the knowledge of the directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company.

Name of Shareholder	Number of Shared Held	Percentage
Darren Footz	11,092,949 (Direct)	15.9%

NUMBER OF DIRECTORS

At the Meeting, shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at five (5). The number of directors will be approved if the affirmative vote of the majority of common shares present or represented by proxy at the Meeting and entitled to vote are voted in favour to set the number of directors at five (5).

Management recommends the approval of the resolution to set the number of directors of the Company at five (5).

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Jurisdiction of Residence and Position	Principal occupation, business or employment and, if not a previously elected Director, occupation, business or employment during the past 5 years	Periods During which Nominee has Served as a Director and/or Officer	Number of Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly
Darren Footz British Columbia, Canada Chief Executive Officer and Director	Chief Executive Officer and a director of the Company, Past President of Granville Island Coffee Company Ltd.	Director since December 2020; CEO since December 2020	11,092,949 (Direct)
Ashvani Guglani British Columbia, Canada Vice President Finance and Director	Vice president Finance and a director of the Company.	Director since December 2020 Vice President Finance since December 2020	2,169,751 (Direct)
Graham Gilley(2) British Columbia, Canada Director	Director of Enterprise Risk Management and Data Protection at Mulgrave School – The international School of Vancouver.	Director since December 2020	Nil

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Haytham Hodaly(2) British Columbia, Canada Director	Senior Vice President, Corporate Development of Wheaton Precious Metals Corp.	Director since December 2020	Nil
Killian Ruby(2) British Columbia, Canada Director	President and Chief Executive Officer of Malaspina Consultant Inc.	Director since December 2020	Nil

Notes:

(1) The information as to common shares beneficially owned or controlled has been provided by the nominees themselves.

• (2) A member of the audit committee.

Management recommends the approval of each of the nominees listed above for election as directors of the Company until the next annual general meeting.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Management Proxyholders intend to exercise discretionary authority to vote the common shares represented by proxy for the election of any other persons as directors.

Cease Trade Orders

To the knowledge of management of the Company, no director or executive officer of the Company, is or has been, within the ten years preceding the date of this Information Circular, a director, chief executive officer, chief financial officer of any company that:

• (a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

• (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

For the purposes of this Information Circular, an “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to an exemption under securities legislation, and such order was in effect for a period of more than 30 consecutive days.

Bankruptcies

No director or executive officer of the Company, or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, is or has been, with the ten years preceding the date of this Information Circular:

• (a) a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 made a proposal under any legislation relating to bankruptcies or insolvency; or

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• (b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 individual.

Penalties or Sanctions

No director or officer of the Company, or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has:

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

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

STATEMENT OF EXECUTIVE COMPENSATION

On December 15, 2020, the Company completed its acquisition of NEXE Innovations Inc., a private British Columbia company, pursuant to the terms of an amalgamation agreement dated August 11, 2020, whereby the Company acquired all of the issued and outstanding securities of NEXE from NEXE's securityholders. As the transaction constituted a reverse takeover, the Company is providing a statement of executive compensation in respect of NEXE for the financial years ended May 31, 2020 and 2019.

For the purposes of this section, the Named Executive Officers are: the chief executive officer; chief financial officer; each of the four most highly compensated executive officers who were serving as executive officers at the end of the most recently completed financial year; and any additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year. Based on the above criteria, the only former or current Named Executive Officers for the Company are:

• (a) Darren Footz: Chief Executive Officer;

• (b) Raj Kang: Chief Financial Officer and Corporate Secretary;

• (c) Steve Lockhart: Chief Operating Officer; and

• (d) Ashvani Guglani: President.

Compensation Discussion and Analysis

The significant element of compensation awarded to the Named Executive Officers is a cash salary. The Company does not presently have a long-term incentive plan for its Named Executive Officers. There is no policy or target regarding allocation between cash and non-cash elements of the Company’s compensation program. The Board of Directors is solely responsible for determining compensation to be paid to the Company’s Named Executive Officers. In addition, the Board of Directors reviews annually the total compensation package of each of the Company’s executives on an individual basis.

In setting compensation rates for Named Executive Officers, the Company compares the amounts paid to them with the amounts paid to executives in comparable positions at other comparable corporations. The

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Company’s compensation payable to the Named Executive Officers is based upon, among other things, the responsibility, skills and experience required to carry out the functions of each position held by each Named Executive Officer and varies with the amount of time spent by each Named Executive Officer in carrying out his or her functions on behalf of the Company.

In addition, the Company has set forth certain criteria for increasing the salary and determining bonuses of certain Named Executive Officers. In particular, the Company will increase base salary payable to certain NEOs, such as Darren Footz and Ashvani Guglani, in the event that certain revenue milestones are obtained, such as, total revenues of $10,000,000 and $20,000,000. Further, the Company has also developed a criteria whereby certain NEOs, such as Mr. Footz and Mr. Guglani, will receive a performance bonuses upon the Company reaching certain production milestones and selling a significant number of units, which milestones are 100 million, 250 million, 500 million, 750 million and 1 billion units, as set forth in more detail below :

• a. $35,000 in Common Shares when the Company commercializes a compostable soluble coffee pod;

• b. $65,000 in Common Shares when the Company lists shares on Canadian stock exchange ;

• c. $50,000 in Common Shares upon delivery of first 4 land GPOD Automation model K

• d. $100,000 in combination of cash or Common Shares upon delivery of second 4 lane GPOD Automation model K;

• e. $150,000 in combination of cash or Common Shares upon successfully launching the Nespresso project;

• f. $120,000 in combination of cash and Common Shares upon total sales of 100 million units through manufacturing by the Company and another party through a license agreement;

• g. $250,000 in combination of cash or Common Shares upon total sales of 250 million units through manufacturing by the Company and another party through a license agreement;

• h. $500,000 in combination of cash or Common Shares upon total sales of 500 million units through manufacturing by the Company and another party through a license agreement;

• i. $750,000 in combination of cash or Common Shares upon total sales of 750 million units through manufacturing by the Company and another party through a license agreement; and

• j. $1 million in combination of cash or Common Shares upon total sales of 1 billion units through manufacturing by the Company and another party through a license agreement,

(the “ Performance Bonuses ”).

The Company Shares are to be issued at the greater of the Market Price (as defined by the rules of the Exchange) and $0.05 per share. All shares issued as Performance Bonuses are subject to acceptance of the TSX Venture Exchange.

The purpose of this compensation plan is to incentivize certain NEOs to significantly grow the business and revenue of the Company and thereby adding significant value to the shareholders of the Company.

The Company has entered into an employment agreement, as amended and restated, with Darren Footz (the “ Footz Agreement ”) whereby Mr. Footz has agreed to serve as Chief Executive Officer of the Company for a three year term. Under the terms of the Footz Agreement, Mr. Footz receives a salary of $180,000 per annum (the “ Footz Salary ”). The Footz Salary will increase to: (i) $240,000 per annum upon the Company completing a minimum $5 million financing, (ii) $300,000 per annum upon the Company obtaining $10,000,000 in total revenue, and (iii) $360,000 per annum upon the Company obtaining $20,000,000 in total revenue. Mr. Footz may also receive a significant cash or Common Share payments upon the Performance Bonuses being satisfied. Further, if the Company experiences a change of control

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Mr. Footz may, within 60 days of the triggering event provide 60 days written notice to the Company and the Company must pay a severance payment of (a) salary accrued to the date of termination; (2) two years of salary; (3) payment and immediate vesting of all Performance Bonuses; and (4) immediate vesting of all unvested stock options (the “ Severance Payment ”) to Mr. Footz. If the Company terminates the Footz Agreement without cause, the Company must pay Mr. Footz the Severance Payment.

The Company has entered into a management consulting agreement, as amended and restated, (the “ Guglani Agreement ”) with 1060383 B.C. Ltd. (“ 1060383 ”) and Ashvani Guglani whereby Mr. Guglani has agreed to serve as President of the Company. 1060383 is a company controlled by Mr. Guglani. Under the terms of the Guglani Agreement, 1060383 receives a fee of $15,000 per month (the “ 1060383 Fee ”). The 1060383 Fee will increase to: (i) $20,000 per month upon the Company completing a minimum $5 million financing, (ii) $25,000 per month upon the Company obtaining $10,000,000 in total revenue, and (iii) $30,000 per month upon the Company obtaining $20,000,000 in total revenue. 1060383 may also receive significant cash or Common Share payments upon the Performance Bonuses being satisfied. Further, if the Company experiences a change of control, Mr. Guglani may, within 60 days of the triggering event, provide 60 days written notice to the Company and the Company must pay Mr. Guglani the Severance Payment. If the Company terminates the Guglani Agreement without cause, the Company must pay Mr. Guglani the Severance Payment.

The Company entered into an employment agreement with Steve Lockhart (the “ Lockhart Agreement ”) whereby Mr. Lockhart agreed to serve as general manager of the Company and, in consideration of which, the Company agreed to pay Mr. Lockhart $132,000 per annum and granted Mr. Lockhart stock options to acquire 200,000 Common Shares at $0.65 per Common Share until April 1, 2025. Mr. Lockhart may terminate the Lockhart Agreement with four weeks’ notice and the Company may termination Mr. Lockhart’s employment without cause with (a) two months’ notice or two months’ base salary in lieu thereof; (2) one additional weeks’ notice and (c) a continuation of Mr. Lockhart’s benefit coverage.

The Company entered into a consulting services agreement with RSK Management Consulting Inc. (“RSK”), a company controlled by Raj Kang, Chief Financial Officer of the Company, whereby the Company retained RSK as an independent contractor for Mr. Kang to act as Chief Financial Officer of the Company and, in consideration of which, the Company will pay RSK $7,000 per month plus GST (the “ Kang Agreement ”).

The Company’s Stock Option Plan is intended to emphasize management’s commitment to the growth of the Company. The grant of stock options, as a key component of the executive compensation package, enables the Company to attract and retain qualified executives and employees. Stock option grants are based on the total of stock options available under the Stock Option Plan. In granting stock options, the Board of Directors reviews the total of stock options available under the Stock Option Plan and recommends grants to newly retained executive officers at the time of their appointment, and considers recommending further grants to executive officers from time to time thereafter. The amount and terms of outstanding options held by an executive are taken into account when determining whether and how new option grants should be made to the executive. The exercise periods are to be set at the date of grant. The stock option grants may contain vesting provisions in accordance with the Company’s Stock Option Plan.

The Company has not permitted any Name Executive Officer or director to purchase any financial instruments. The Board has not considered the implications of the risks associated with NEXE’s compensation policies and practices.

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Summary Compensation Table

The following table is a summary of compensation paid to the Named Executive Officers for the two most recent financial years:

Name and principal position					Non-equity incentive plan compensation	Non-equity incentive plan compensation
					($)
			Share-	Option-			Pension	All other	Total
	Year Ended (1)	Salary ($)	based awards ($)	based			value	compensation	compensation
				awards	Al	Long-	($)	($)	($)
				($)(6)	nnua incentive plans	term incentive plans
Darren Footz CEO(2)	2019 2020	$56,160 $75,400	$nil $nil	$nil $64,250	$nil $nil	$nil $nil	$nil $nil	$84,000 $77,000	$140,160 $216,650
Raj Kang CFO and Corporate Secretary(3)	2019 2020	$nil $nil	$nil $nil	$nil $nil	$nil $nil	$nil $nil	$nil $nil	$nil $35,000	$nil $35,000
Steve Lockhart COO(4)	2019 2020	$nil $33,000	$nil $nil	$nil $56,750	$nil $nil	$nil $nil	$nil $nil	$nil $nil	$nil $89,750
Ashvani Guglani President(5)	2019 2020	$nil $nil	$nil $nil	$nil $64,250	$nil $nil	$nil $nil	$nil $nil	$50,000 $107,000	$50,000 $171,250

Notes:

(1) Year ended May 31, 2019 and 2020.

(2) Mr. Footz’s ‘All Other Compensation’ was a consulting fee paid to a holding company controlled by Mr. Footz. Mr. Footz’s compensation was $140,160 in 2019 (which included salary of $56,150 and a consulting fee paid to a company controlled by him of $84,000). On March 1, 2020, Mr. Footz’s salary increased to $180,000 pursuant to the Footz Agreement. As of March 1, 2020, Mr. Footz will not be charging a consulting fee through his company.

(3) Mr. Kang was appointed CFO on January 1, 2020. ‘All Other Compensation’ was paid to RSK Management Consulting Inc., a company controlled by Mr. Kang.

(4) Mr. Lockhart was appointed COO on March 1, 2020.

(5) Mr. Guglani’s ‘All Other Compensation’ was paid to 1060383 BC Ltd., a company controlled by Mr. Guglani. (6) The fair value of the option based awards is estimated using Black-Scholes pricing model. The Black Scholes model was used due to the straightforward nature of options and the fact that it is a commonly used model.

Management Contracts

No management functions of the Company are performed by a person other than the directors or officers of the Company.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth for each Named Executive Officer option based award outstanding as at the financial year ended May 31, 2020.

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		Option-Based Awards	Option-Based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercise d options (#)	Option exercise price ($)	Option expiration date	Value of unexerc ised in- the money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distribute d ($)
Darren Footz(1) CEO	250,000	$0.53	June 1, 2024	N/A
Steve Lockhart COO	50,000 200,000	$0.65 $0.65	Oct 19, 2024 Apr 1, 2025	N/A N/A
Ashvani Guglani(2) President	355,859 250,000	$0.28 $0.53	October 2, 2025 June 1, 2024	N/A N/A

Notes:

• (1) Subsequent to the financial year ended May 31, 2020, the Company granted Mr. Footz options to purchase 250,000 Common Shares at $0.65 per share expiring on June 1, 2025.

• (2) Subsequent to the financial year ended May 31, 2020, the Company granted Mr. Guglani options to purchase 250,000 Common Shares at $0.65 per share expiring on June 1, 2025.

• (3) Subsequent to the financial year ended May 31, 2020, the Company granted Graham Gilley options to purchase 200,000 Common Shares at $0.80 per share expiring on December 15, 2025.

• (4) Subsequent to the financial year ended May 31, 2020, the Company granted Haytham Hodaly options to purchase 200,000 Common Shares at $0.80 per share expiring on December 15, 2025.

• (5) Subsequent to the financial year ended May 31, 2020, the Company granted Killian Ruby options to purchase 200,000 Common Shares at $0.80 per share expiring on December 15, 2025.

Pension Plan Benefits

The Company does not provide a defined benefit plan or a defined contribution plan for any of its executive officers, nor does it have a deferred compensation plan for any of its executive officers.

Termination of Employment and Change of Control Benefits

Other than as set forth above under “Compensation Discussion and Analysis”, there are no change of control benefits for any Named Executive Officers.

Director Compensation

Other than the Named Executive Officers, the Company has not paid any other compensation to nonexecutive directors.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, for the financial year ended May 31, 2020:

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by the security holders	-	N/A	-
Equity compensation plans not approved by the security holders	4,294,020	$0.55	-
Total	4,294,020	$0.55	-

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to the Company since the beginning of the most recently completed financial year of the Company.

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

No director or executive 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 of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the confirmation of the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the persons who were directors or executive officers of the Company or a subsidiary at any time during the Company’s last completed financial year, the proposed nominees for election to the Board, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding common shares of the Company, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

Auditor

MNP LLP of Vancouver, British Columbia are the auditors of the Company. MNP LLP have been the Company`s auditors since 2020. Unless instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of MNP LLP as auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

Management recommends shareholders to vote for ratification of the appointment of MNP LLP as the Company’s auditors until the next annual general meeting at a remuneration to be fixed by the Company’s board of directors.

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MANAGEMENT CONTRACTS

No management functions of the Company are to any substantial degree performed by a person or company other than the directors or NEOs of the Company.

AUDIT COMMITTEE

The Company is required to have an audit committee (the “ Audit Committee ”) comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.

Audit Committee Charter

The text of the Audit Committee’s charter is attached as Schedule “A” to this Circular.

Composition of Audit Committee and Independence

The Company’s current Audit Committee consists of Killian Ruby, Haytham Hodaly and Graham Gilley. National Instrument 52-110 Audit Committees , (“ 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 Company’s Board, reasonably interfere with the exercise of the member’s independent judgment. All of the members of the current Audit Committee are considered independent and are “financially literate (as defined in NI 52-110) and financially literate.

Relevant Education and Experience

Haytham Hodaly. Mr. Hodaly is currently the Senior Vice President, Corporate Development of Wheaton Precious Metals and brings with him more than 25 years of experience in analyzing mining opportunities. He joined the company in 2012 and has since been involved with more than US$7.0 billion worth of streaming transactions. Prior to joining Wheaton Precious Metals Corp., Mr. Hodaly had spent more than 16 years in the North American securities industry, most recently as Director and Mining Analyst, Global Mining Research, at RBC Capital Markets. Prior to this, Mr. Hodaly held the position of Co-Director of Research and Senior Mining Analyst at Salman Partners Inc., in addition to holding the titles of Vice President and Director of the firm. Mr. Hodaly is an engineer with a Bachelor of Applied Science in Mining and Mineral Processing Engineering and a Master of Engineering, specializing in Mineral Economics, both obtained from the University of British Columbia. Mr. Hodaly is also a Director of GoldSource Mines Inc., a position he has held since 2017, a Director of the Denver Gold Group since 2019, and a Director of NEXE Innovations Inc. since 2020. Mr. Hodaly is financially literate and familiar with public company financial statements and accounting principles.

Graham Gilley. Mr. Gilley is currently a Director of Enterprise Risk Management and Data Protection at Mulgrave School - The International School of Vancouver. For the past 15 years, he has been responsible for the leadership, innovation, governance, and management of the school’s operational, financial, and strategic risks. By developing tools, practices, and policies that analyze and report enterprise risks, he has been able to create and implement an enterprise risk management framework in compliance with applicable regulations and strategic priorities. Previously, Graham was Executive Director of Ideation & Development with Cloud9 Secure Digital Services, where he drove the creation of applications to help power mobile online banking in the Canadian market. Accordingly, Mr. Gilley is financially literate and familiar with accounting principle.

Killian Ruby. Mr. Ruby is the President and Chief Executive Officer of Malaspina Consultants Inc. in Vancouver, and focuses on clients in the resource and junior public sector. Mr. Ruby advises clients on

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matters related to financial management and public company reporting, and is particularly adept at handling complex issues and multiple stakeholders with a collaborative, team-based approach. Prior to joining Malaspina, Mr. Ruby was an assurance partner at Wolrige Mahon LLP (now Baker Tilly Canada) working predominantly with resource and other junior public companies, and formerly was a senior manager with KPMG LLP working on a range of public companies and reporting issuers. Mr. Ruby received his Chartered Professional Accountant designation from Canada in 2010 and his Chartered Accountant designation from Ireland in 2002. Accordingly, Mr. Ruby is financially literate and familiar with public company financial statements and International Financial Reporting Standards accounting principles.

Since the commencement of the Company’s most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

• (a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or

• (b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The aggregate fees billed by the Company’s external auditor in the last two fiscal years ended May 31, 2020 and 2019 by category, are as follows:

Financial
		Audit
Year Ended		Related
May 31	Audit Fees ($)(1)	Fees ($)(2)	Tax Fees ($)(3)	All Other Fees ($)(4)
2020	69,186	-	-	-
2019	53,045	6,000	2,100	-

Notes:

• (1) “Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

• (2) “Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above.

• (3) “Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

• (4) “All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

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Exemption in Section 6.1

The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices, requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Board and Management consider good corporate governance to be an integral part of the effective and efficient operation of Canadian corporations. The Company’s approach to corporate governance is set out below.

Board of Directors

Management is nominating five individuals to the Board, of which all are current directors of the Company.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. The “material relationship” is defined as a relationship which could, in the view of the Company’s Board, reasonably interfere with the exercise of a director’s independent judgement. All of the current members of the Board are considered “independent” within the meaning of NI 52-110, except for Darren Footz, who is the Chief Executive Officer of the Company, and Ashvani Guglani, who is the President of the Company.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals. The dayto-day management of the business and affairs of the Company is delegated by the Board to the CEO and President. The Board will give direction and guidance through the CEO to management and will keep management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee and the Audit Committee chairperson. The Board establishes and periodically reviews and updates the committee mandates, duties and responsibilities, elects a chairperson of the Board and establishes his or her duties and responsibilities, appoints the CEO, CFO and President of the Company and establishes the duties and responsibilities of those positions and on the recommendation of the CEO and the President, appoints the senior officers of the Company and approves the senior management structure of the Company.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. The Board shall meet not less than three times during each year and will endeavour to hold at least one meeting in each fiscal quarter. The Board will also meet at any other time at the call of the President, or subject to the Articles of the Company, of any director.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia) (the “ Act ”), is to manage or supervise management of the business and affairs of the Company and to act with a view

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to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its audit committee.

Orientation and Continuing Education

The Board’s practice is to recruit for the Board only persons with extensive experience in identifying and targeting junior businesses for transactions and in public company matters. Prospective new board members are provided a reasonably detailed level of background information, verbal and documentary, on the Company’s affairs and plans prior to obtaining their consent to act as a director.

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 director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

Nomination of Directors

The Board identifies new candidates for board nomination by an informal process of discussion and consensus-building on the need for additional directors, the specific attributes being sought, likely prospects, and timing. Prospective directors are not approached until consensus is reached. This process takes place among the Chairman and a majority of the non-executive directors.

Assessments

The Board annually reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by other Board members, bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

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The Board monitors the adequacy of information given to directors, communication between Board and Management and the strategic direction and processes of the Board and its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company’s corporate governance practices allow the Company to operate efficiently, with checks and balances that control and monitor Management and corporate functions without excessive administration burden.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Confirming Stock Option Plan

Pursuant to Policy 4.4 of the TSX Venture Exchange (“ TSX-V ”), all TSX-V listed companies are required to adopt a stock option plan. On December 15, 2020, in connection with the closing of the Company’s reverse takeover transaction, the Company adopted a fixed stock option plan reserving a maximum of 12,887,857 Common Shares of the Company (the “ Stock Option Plan ”).

The purpose of the Stock Option Plan is to attract and motivate directors, senior officers, employees, consultants and others providing services to the Company and its subsidiaries, and thereby advance the Company’s interests, by affording such persons with an opportunity to acquire an equity interest in the Company through the issuance of stock options (“ Options ”) and performance share purchase warrants (“ Performance Warrants ”).

As of the date of this Circular, the Company has granted a total of 5,804,020 Options and 3,250,000 Performance Warrants. Accordingly, a total of 3,833,837 Options and Performance Warrants remain available for grant under the Stock Option Plan.

The shareholders are being asked to approve the Stock Option Plan at the Meeting.

Terms of the Stock Option Plan

Options and Performance Warrants may be granted under the Stock Option Plan to such service providers of the Company and its affiliates, if any, as the Board of Directors may from time to time designate. The exercise price of option grants will be determined by the Board of Directors, but cannot be lower than the price permitted by the TSX Venture Exchange. The Stock Option Plan provides that the number of common shares that may be reserved for issuance to any one individual upon exercise of all Options or Performance Warrants held by such individual may not exceed 5% of the issued common shares, if the individual is a director or officer, or 2% of the issued common shares, if the individual is a consultant or engaged in providing investor relations services, on a yearly basis.

Subject to earlier termination, all Options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such options are granted. In the event that an optionee ceases to be a director or officer, the Option will terminate within ninety days. Further, in the event that an option ceases to be a consultant or employee, the Option will terminate within thirty days. In the event of the death of an optionee, the options will only be exercisable within 12 months of such death. Options and Performance Warrants granted under the Stock Option Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession.

Under the policies of the TSX Venture Exchange, if the grant of Options under the proposed Stock Option Plan to insiders of the Company, together with all of the Company’ outstanding stock options, could result at any time in:

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• (a) the grant to insiders of the Company, within a 12 month period, of a number of Options and Performance Warrants exceeding 10% of the issued common shares of the Company; or

• (b) the issuance to any one optionee, within a 12 month period, of a number of shares exceeding 5% of the issued common shares of the Company,

the Company must obtain disinterested shareholder approval. The policies of the TSX Venture Exchange and the terms of the proposed Stock Option Plan also provide that disinterested shareholder approval will be required for any agreement to decrease the exercise price of options previously granted to insiders of the Company. The term disinterested shareholder approval means approval by a majority of the votes cast at the Meeting other than votes attaching to shares of the Company beneficially owned by insiders of the Company to whom options may be granted under the proposed Stock Option Plan.

At the Meeting, disinterested shareholders (excluding the votes of insiders of the Company) will be asked to approve the following resolution:

“RESOLVED that:

1. The Company approve and ratify the Stock Option Plan pursuant to which the directors may, from time to time, authorize the issuance of Options to directors, officers, employees and consultants of the Company and its subsidiaries;

2. Any one officer or director of the Company is hereby authorized to execute and deliver all such documents and do all such acts and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to this resolution.”

Management recommends shareholders to vote to ratify, confirm and approve the Stock Option Plan.

2. Restricted Share Unit Plan

The Company is proposing a share unit plan (the “RSU Plan”), which provides for the grant of restricted share units ("RSUs") to directors, officers, consultants and employees of the Company and its subsidiaries and affiliates (each, a "Participant"). Upon vesting, the RSUs provide for the issuance of common shares to the Participants as described below. Together with the Stock Option Plan, the total number of shares issuable under the RSU Plan and Stock Option Plan cannot exceed 12,887,857 shares of the Company.

The Board has determined that the implementation of the RSU Plan is necessary in order for the Company to effectively retain, motivate and reward its employees, including the Named Executive Officers (as defined herein), for their performance and contribution to the Company’s long-term success.

Description of RSU Plan

The following is a summary of the material terms of the RSU:

1. The RSU Plan shall be administered by the Compensation Committee of the Board or any other committee of the Board, as constituted from time to time, which may be appointed by the Board to, interpret, administer and implement the RSU Plan (the "Committee"). In the event no Committee has been constituted by the Board, the Board shall be responsible for interpreting, administering and implementing the RSU Plan. Subject to the limits imposed by the RSU Plan, the Committee has the power, to: (i) award RSUs; (ii) determine the terms under which RSUs are granted; (iii) interpret the RSU Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the RSU Plan; and (iv)

2. 21 -

make all other determinations and take all other actions in connection with the implementation and administration of the RSU Plan.

1. The RSU Plan together with the Stock Option Plan reserves for issuance a maximum of 12,887,857 Common Shares. There is currently 5,804,020 Options and 3,250,000 Performance Warrants. Accordingly, a total of 3,833,837 Common Shares for grant under the Stock Option Plan will be available for issuance in respect of RSUs and/or stock options if the Stock Option Plan and RSU Plan is approved by the shareholders.

2. RSUs may be granted to directors, officers, employees and consultants under the RSU Plan.

3. Under the RSU Plan and the Stock Option Plan, the maximum number of RSUs that may be granted to any one eligible person, together with all of the Company’s other share-based compensation arrangements, within any twelve month period shall not exceed 5% of the outstanding Common Shares at the time of grant.

4. The number of Common Shares reserved for issue to Insiders of the Company, together with all of the Company’s other share-based compensation arrangements, in aggregate, within a 12 month period, shall not exceed 10% of the issued and outstanding Common Shares at the time of grant.

5. The number of Common Shares reserved for issue to any one Participant of the Company under the RSU Plan and Stock Option Plan may not exceed 2% of the issued and outstanding Common Shares within the last 12-month period.

6. Vested RSUs will be automatically redeemed by the Company for Common Shares (with each full RSU to be redeemed for one Common Share).

7. Pursuant to the RSU Plan, there are no mandatory vesting provisions. At the discretion of the Board (or a committee thereof), RSUs granted under the RSU Plan may contain vesting conditions.

8. All RSUs will be exercisable only by the person to whom they are granted and are non- assignable and non-transferable.

9. Unless otherwise determined by the Board, in its sole discretion, in the event that a Participant’s employment, engagement, officership, or directorship is terminated for any reason, each RSU which has not vested as of the date thereof shall be cancelled and become null and void immediately upon such termination.

10. Upon a change of control, the Company has the power to declare all RSUs at that time outstanding vested in full.

11. The RSU Plan contains provisions for adjustment in the number of Common Shares issuable on redemption of RSUs in the event of a share consolidation, split, reclassification or other relevant change in the Common Shares, or an amalgamation, merger or other relevant change in the Company’s corporate structure, or any other relevant change in the Company’s capitalization.

12. If the redemption date for an RSU occurs during a black out period applicable to such participant, then the redemption date will be extended to the close of business on the tenth business day following the expiration of such period.

13. Shareholder approval is required for the following amendments to the RSU Plan:

14. 22 -

15. (a) an amendment to remove or exceed the limits on participation under the plan;

16. (b) an increase to the aggregate percentage of securities issuable under the plan; and

(c) an amendment granting additional powers to the Board to amend the plan without shareholder approval.

1. Subject to the policies of the TSXV, the RSU Plan may be amended without shareholder approval for the following:

(a) amendments necessary to comply with the provisions of applicable law or the applicable rules of the TSXV, including with respect to the treatment of RSUs granted under the RSU Plan;

• (b) amendments respecting the administration of the RSU Plan;

(c) amending RSUs under the RSU Plan, including with respect to advancing the date on which any RSU may vest, assignability and the effect of termination of a Participant, provided that such amendment does not adversely alter or impair any RSU previously granted to a Participant without the consent of such Participant;

(d) minor changes of a “house-keeping nature”, including, without limitation, any amendment for the purpose of curing any ambiguity, error or omission in the RSU Plan, or to correct or supplement any provision of the RSU Plan that is inconsistent with any other provision of the Plan; and

(e) any other amendment, fundamental or otherwise, not requiring shareholder approval under applicable law or the applicable rules of the TSXV.

The Board has determined that the RSU Plan is in the best interests of the Company and its Shareholders in order for the Company to continue to secure and retain key personnel and to provide additional motivation to such persons to exert their best efforts on behalf of the Company.

At the Meeting, Disinterested Shareholders will be asked to consider and approve an ordinary resolution, in substantially the following form, in order to approve the RSU Plan :

“RESOLVED THAT:

1. The restricted share unit plan (the "RSU Plan") of the Company as described in the management information circular of the Company dated February 11, 2021 is hereby ratified, confirmed and approved;

2. Any one director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all things and to execute and deliver all documents and instruments as may be necessary or advisable to give effect to the true intent of these resolutions; and

3. Notwithstanding that this resolution has been passed by the shareholders of the Company, the directors of the Company are hereby authorized and empowered to amend the form of the RSU Plan in order to satisfy the requirements or requests of any regulatory authority without requiring further approval of the shareholders of the Company or to revoke this resolution, without any further approval of the shareholders of the Company, at any time if such revocation is considered necessary or desirable by the directors."

4. 23 -

Management recommends shareholders to vote approve the RSU Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information about the Company is provided in the Company’s comparative annual financial statements to May 31, 2020 a copy of which, together with Management’s Discussion and Analysis thereon, can be found in the Company’s Filing Statement dated November 30, 2020 on the Company’s SEDAR profile at www.sedar.com.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Vancouver, British Columbia, the 11[th] day of February, 2021.

ON BEHALF OF THE BOARD

“Darren Footz”

Darren Footz Chief Executive Officer and Director

SCHEDULE “A”

NEXE Innovations Inc.

Audit Committee Charter

I. MANDATE

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of NEXE Innovations Inc. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary duties and responsibilities under this mandate are to serve as an independent and objective party to monitor:

1. The quality and integrity of the Company’s financial statements and other financial information;

2. The compliance of such statements and information with legal and regulatory requirements;

3. The qualifications and independence of the Company’s independent external auditor (the “Auditor”); and

4. The performance of the Company’s internal accounting procedures and Auditor.

II. STRUCTURE AND OPERATIONS

A. Composition

The Committee shall be comprised of three or more members.

B. Qualifications

Each member of the Committee must be a member of the Board.

Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.

C. Appointment and Removal

In accordance with the Articles of the Company, the members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.

D.

Chair

Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by the majority vote of all of the members of the Committee. The Chair shall call, set the agendas for and chair all meetings of the Committee.

E. Meetings

The Committee shall meet as frequently as circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company’s annual financial statements and, if the Committee feels it is necessary or appropriate, at every other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.

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At each meeting, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company.

As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee or any of these groups believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management annually to review the Company’s financial statements in a manner consistent with Section III of this Charter.

The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.

III. DUTIES

A. Introduction

The following functions shall be the common recurring duties of the Committee in carrying out its purposes outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee.

The Committee shall be given full access to the Company’s internal accounting staff, managers, other staff and Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board.

B. Powers and Responsibilities

The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall:

Independence of Auditor

1. Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, if necessary, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company.

2. Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.

3. Require the Auditor to report directly to the Committee.

4. Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company.

Performance & Completion by Auditor of its Work

1. Be directly responsible for the oversight of the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including resolution of disagreements between management and the Auditor regarding financial reporting.

2. 26 -

3. Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or re-election by the Company’s shareholders of the existing, Auditor for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company.

4. Recommend to the Board the compensation of the Auditor.

5. Pre-approve all non-audit services, including the fees and terms thereof, to be performed for the Company by the Auditor.

Internal Financial Controls & Operations of the Company

1. Establish procedures for:

2. (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

3. (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

1. Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

2. Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies.

3. Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as offbalance sheet structures on the Company’s financial statements.

4. Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

5. Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular:

6. 1) The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the Auditor, internal auditor or management.

7. 2) The management inquiry letter provided by the Auditor and the Company’s response to that letter.

8. 3) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

Public Disclosure by the Company

1. Review the Company’s annual and interim financial statements, management discussion and analysis (MD&A) and earnings press releases before the Board approves and the Company publicly discloses this information.

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3. Review the Company’s financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures.

4. Review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process of the Company’s financial statements about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

Manner of Carrying Out its Mandate

1. Consult, to the extent it deems necessary or appropriate, with the Auditor, but without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

2. Request any officer or employee of the Company or the Company’s outside counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

3. Meet, to the extent it deems necessary or appropriate, with management, any internal auditor and the Auditor in separate executive sessions.

4. Have the authority, to the extent it deems necessary or appropriate, to retain special independent legal, accounting or other consultants to advise the Committee advisors.

5. Make regular reports to the Board.

6. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

7. Annually review the Committee’s own performance.

8. Provide an open avenue of communication among the Auditor, the Company’s financial and senior management and the Board.

9. Not delegate these responsibilities.

C. Limitation of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor.

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SCHEDULE “B”

FORM OF CONFIRMATION OF ATTENDANCE TO THE ANNUAL GENERAL MEETING BY TELECONFERENCE

NEXE INNOVATIONS INC.

(the “Company”)

Name of shareholder - printed Number of Company shares held Shareholders Telephone Number Signature of shareholder Signed: _____, 202____

Please fax to (604) 687 6650 Attn: Corporate Secretary; or email to reception@stockslaw.com.