2025 MANAGEMENT INFORMATION CIRCULAR NICAN LIMITED

ABOUT THE SHAREHOLDER MEETING

Forward-looking Statements

This management information circular ("Circular") contains certain "forward-looking statements" including with respect to the holding of the Meeting of NiCAN Limited ("NiCAN" or the "Corporation"). Such forward-looking statements involve risks and uncertainties, many of which are outside of the control of the Corporation. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement contained herein speaks only as of the date of this Circular and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Solicitation of Proxies

You have received this Circular because you owned common shares of the Corporation ("Common Shares") as of June 6, 2025. You are therefore entitled to vote at the 2025 annual and special meeting of common shareholders (the "Meeting") of the Corporation to be held on July 16, 2025 at 10:00 a.m. (Toronto time) at 130 King St West, Suite 3680, Toronto, ON M5X 1B1 and any postponement(s) or adjournment(s) thereof.

The board of directors of the Corporation (the "Board") has set June 6, 2025 as the record date for the Meeting (the "Record Date").

Management is soliciting your proxy for the Meeting. The Board has fixed 10:00 a.m. (Toronto time) on July 14, 2025, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be acted upon at the Meeting shall be deposited with the Corporation's transfer agent. It is expected that the solicitation of proxies will be primarily by mail, however, proxies may also be solicited by the officers, directors and employees of the Corporation by telephone, electronic mail, telecopier or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of soliciting proxies in connection with the Meeting will be borne directly by the Corporation.

These materials are being sent to both registered and non-registered owners of the Common Shares. The Corporation or its agent has obtained information regarding non-registered owners in accordance with the applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation shall make a list of all persons who are registered shareholders of the Corporation ("Shareholders") on the Record Date and the number of Common Shares registered in the name of each Shareholder on such date. Each Shareholder is entitled to one vote on each matter to be acted on at the Meeting for each Common Share registered in his or her name as it appears on the list.

Unless otherwise stated, the information contained in this Circular is as of the date hereof. All dollar amount references in this Circular, unless otherwise indicated, are expressed in Canadian dollars.

ADOPTION OF NOTICE AND ACCESS

In accordance with the notice and access rules adopted by the Ontario Securities Commission under NI 54-101, the Corporation has sent its proxy-related materials directly to registered holders and NOBOs using notice-and-access. Therefore, although Shareholders still receive a Form of Proxy or Voter Instruction Form ("VIF") in paper copy, this Circular, annual financial statements and related MD&A are not physically delivered. Instead, Shareholders may access these materials at https://docs.tsxtrust.com/2374, on the Corporations website at www.nicanltd.com/investors/events, or the Corporation's profile page on www.sedarplus.ca.

Registered Shareholders or Non-Registered Shareholders may request paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting materials or if you have questions concerning Notice-and-Access, please call toll free at 1-866-600-5869. Requests for paper materials should be received by July 7, 2025 in order to receive the Meeting materials in advance of the Meeting.

Voting

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. You may appoint some other person or entity to represent you at the Meeting by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of the transfer agent of the Corporation indicated on the enclosed envelope not later than the times set out above.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the Shareholder or by an attorney authorized in writing at 130 King Street West, Toronto, Ontario at any time up to and including the last business day preceding the day of the Meeting.

For registered Shareholders who do not receive physical delivery of the form of proxy by mail due to a postal disruption as a result of a Canada Post labour disruption or any other cause, the form of proxy for use by registered Shareholders is also available under the Corporation's profile at www.sedar.com. In the event of a postal disruption, registered Shareholders are encouraged to complete the form of proxy and return it by courier to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 or by facsimile at 416-595-9593 not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Ontario) before the time set for the Meeting.

Voting of Proxies

Registered Shareholders

You can vote in person or vote by proxy. Voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a Shareholder. The executive officers named in the proxy form can act as your proxyholder and vote your Common Shares according to your instructions. The Common Shares represented by the form of proxy submitted by a Shareholder will be voted or withheld in accordance with the directions, if any, given in the form of proxy.

If you appoint the NiCAN management proxyholders but do not indicate your voting instructions, they will vote your Common Shares:

for the appointment of the auditors;

for the appointment of the nominated directors; and
for the re-approval of the new LTIP (as defined below).

If you want to appoint someone else as your proxyholder, print that person's name in the blank space provided in the proxy form (or complete another proxy form) and send the form to the Corporation's transfer agent. Make sure this person is aware that you appointed them as your proxyholder and that they must attend the Meeting to vote on your behalf and according to your instructions. If you do not indicate your voting instructions, your proxyholder can vote as he or she sees fit.

At the time of printing this Circular, management is not aware of any amendments, variations or other matters to come before the Meeting. If other matters are properly brought before the Meeting, your proxyholder can vote as he or she sees fit.

The transfer agent must receive the completed proxy form by 10:00 a.m. (Toronto time) on July 14, 2025, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting.

Non-Registered Shareholders

Non-registered Shareholders ("Non-Registered Shareholders") are those holders who beneficially own Common Shares registered in the name of an intermediary with whom the Non-Registered Shareholder deals in respect of the Common Shares, such as, banks, trust companies, securities dealers (each an "Intermediary") or in the name of a clearing agency such as CDS & Co. Securities laws require the Corporation to send the meeting materials to the Intermediaries and clearing agencies so they can distribute them to our Non-Registered Shareholders. These materials include the notice of the Meeting, the Circular, a proxy or voting instruction form, and a copy of the Corporation's annual financial statements and management's discussion and analysis.

Intermediaries and clearing agencies must forward the Meeting materials to Non-Registered Shareholders unless the Non-Registered Shareholder has waived the right to receive them. If you are a Non-Registered Shareholder and have not waived the right to receive the materials, your package includes either a voting instruction form (not signed by your Intermediary) or a proxy form (signed by your Intermediary). Management does not intend to pay intermediaries to forward any materials to objecting beneficial owners. Objecting beneficial owners will not receive meeting materials unless the objecting beneficial owner's intermediary assumes the cost of delivery.

Either form instructs your Intermediary (the registered Shareholder) to vote your Common Shares according to your instructions. Be sure to send back your completed form as soon as possible to ensure your Intermediary carries out your voting instructions.

Non-Registered Shareholders who do not receive physical delivery of their voting instruction form and control number by mail due to a postal disruption as a result of a Canada Post labour disruption or other cause may obtain their control number and online or telephonic voting instructions by contacting their Intermediary that holds their Common Shares or general inquiries at: [email protected] or call local: 416-342-1091 or by toll free number: 1 (866) 600-5869.

We encourage Non-Registered Shareholders to review such instructions carefully and contact their Intermediary promptly to obtain their required control number or provide instructions to vote on their behalf and thereby ensure their vote is recorded through the internet and telephone system.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Other than as disclosed herein, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no Nominee, and no associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting.

Voting Securities and Principal Holders

The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the date hereof, the Corporation has 81,398,902 Common Shares issued and outstanding and no preferred shares issued and outstanding.

Each Common Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. The Record Date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed at June 6, 2025. All such holders of record of Common Shares on the Record Date are entitled either to attend and vote thereat in person the Common Shares held by them or, provided a completed and executed proxy shall have been delivered to the Corporation's transfer agent, TSX Trust, within the time specified in the notice of annual and special meeting of shareholders, to attend and to vote thereat by proxy the Common Shares held by them.

To the knowledge of the directors and officers of the Corporation, as at the date hereof, no person, beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to the Common Shares.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides details of the equity securities of the Corporation authorized for issuance as of the financial period ended December 31, 2024 pursuant to the Stock Option Plan:

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)(1)
Equity compensation plans approved by securityholders	6,600,000	$0.17	1,569,890
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	6,600,000	$0.17	1,569,890

Notes:
(1) Based on a total of 6,939,890 issuable pursuant to the Stock Option Plan as at December 31, 2024.

BUSINESS OF THE MEETING

Financial Statements

The financial statements for the fiscal year ended December 31, 2024, together with the auditor's report thereon, will be presented to Shareholders for review at the Meeting and were mailed to Shareholders with the Notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

Appointment of Auditors

Management of the Corporation recommends that Shareholders vote in favour of the re-appointment of Davidson & Company LLP as auditors of the Corporation until the close of the next

annual meeting of Shareholders and the authorization of the Board to fix their remuneration. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Davidson & Company LLP, Chartered Accountants, and the authorization of the Board to fix their remuneration.

Davidson & Company LLP, Chartered Accountants, have been the auditors of the Corporation since December 13, 2021.

The following table sets out the audit and audit-related fees billed by the Corporation's auditors for the years ended December 31, 2024 and 2023.

Service	2024	2023
Audit Fees	$32,300	$32,390
Audit-Related Fees	Nil	Nil
Tax Fees	$5,000	$6,300
All Other Fees	Nil	Nil
Total:	$37,300	$38,690

For additional information about the Corporation's auditors and the Audit Committee, please refer to the section "Audit Committee".

Long-Term Incentive Plan

The Corporation's legacy stock option plan (the "Stock Option Plan") provides that Stock Options may be issued to directors, officers, employees or consultants of the Corporation. The Stock Option Plan is a "rolling" plan, whereby the number of Shares issuable under the Stock Option Plan, together with all the Corporation's other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Shares.

The Corporation is proposing to replace the Stock Option Plan with a new long-term incentive plan (the "LTIP"), which is a rolling 10% plan that provides for the grant of DSUs, RSUs and Stock Options. The introduction of the LTIP is expected to provide the Corporation with the maximum flexibility of granting a range of awards to promote the creation and preservation of long-term value, while avoiding the administrative burden of managing three separate plans and providing greater transparency to Shareholders by simplifying the information about the security-based compensation arrangements of the Corporation into one accessible document. All prior awards under the Stock Option Plan will be continued under the provisions of the LTIP.

The purpose of the LTIP is to align the interests of those directors, officers, employees and consultants designated by the Board as being eligible to participate in the LTIP with those of the Corporation and its shareholders and to assist in attracting, retaining and motivating key employees by making a portion of the incentive compensation of participating employees directly dependent upon the achievement of key strategic, financial and operational objectives that are critical to ongoing growth and increasing the long-term value of the Corporation. In particular, the LTIP is designed to promote the long-term success of the Corporation and the creation of shareholder value by: (a) encouraging the attraction and retention of directors, key employees and consultants of the Corporation; (b) encouraging such directors, key employees and consultants to focus on critical long-term objectives; and (c) promoting greater alignment of the interests of such directors, key employees and consultants with the interests of the Corporation.

Grants under the LTIP are available to directors, officers, key employees and consultants of the Corporation, as determined by the Board. The aggregate number of Shares the Corporation proposes to be issuable under the LTIP is 10% of the current issued and outstanding Common Shares as at the date of Grant, or 8,139,890 as of the Record Date, which is the same number as under the Stock Option Plan. No DSUs and RSUs have yet been granted.

The full text of the LTIP is enclosed to this Circular as Schedule “A”. A copy of the LTIP will also be available upon request from the Corporation’s Corporate Secretary at [email protected]. Shareholders are encouraged to review the full text of the LTIP.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution to approve the LTIP (the "LTIP Resolution"):

“BE IT RESOLVED THAT:

the LTIP, be, and is hereby, ratified, affirmed and re-approved until the next annual shareholder meeting of the Corporation;
the form of the LTIP may be amended by the Board in order to satisfy the requirements or requests of any regulatory authorities or stock exchange without requiring further approval of the Shareholders;
any director or officer of the Corporation is hereby authorized to execute and deliver and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with the foregoing resolution; and
notwithstanding that this resolution has been passed by the Shareholders of the Corporation, the adoption of the proposed LTIP is conditional upon receipt of final approval from the TSX Venture Exchange and the directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the Shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by the directors.”

In order to pass the LTIP Resolution, at least a majority of the votes cast by the Shareholders present at the Meeting in person or by proxy must be voted in favour of the LTIP Resolution. If the LTIP Resolution does not receive the requisite shareholder approval, the LTIP will not be implemented.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE APPROVAL OF THE LTIP RESOLUTION.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE LTIP RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE VOTED AGAINST SUCH ORDINARY RESOLUTION.

Election of Directors

The Corporation has nominated six persons (the "Nominees") for election as directors of the Corporation, who will hold office until the next annual meeting of the Corporation or until his successor is elected or appointed. At the Meeting, Shareholders will be asked to elect these Nominees as directors of the Corporation. The persons in the enclosed form of proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director.

Director Profiles

Each of the six nominated directors is profiled below, including his or her background and experience, committee memberships, share ownership and other public company directorships. Each of the six director nominees were elected as directors by the Shareholders at the last annual meeting and their current terms of office will expire immediately after the Meeting, or when any of their successors is elected or appointed.

MIKE HOFFMAN
TORONTO, ONTARIO

DIRECTOR SINCE JULY 26, 2022

Mr. Hoffman is a mining executive with over 40 years of experience, including engineering, mine operations, corporate development, projects and construction. Mr. Hoffman is currently a director at 1911 Gold Corporation as well as a director of Volta Metals Inc. and Fury Gold Mines. Mr. Hoffman has direct northern Canadian mining experience including operations and projects. He is the former CEO of Crowflight Minerals, Kria Resources and Crocodile Gold. He is a Professional Mining Engineer in the Province of Ontario and is a member of the Institute of Corporate Directors.

Shareholdings: 2,957,000 Common Shares

Other Public Company Boards: Fury Gold Mines Limited, 1911 Gold Corporation, Volta Metals Ltd.

Committee Memberships: Audit Committee, Nomination and Governance committee and Technical and Sustainability Committee

BRAD HUMPHREY
DIRECTOR SINCE JULY 26, 2022

TORONTO, ONTARIO

Mr. Humphrey has over 25 years of international mining experience. Prior to joining NiCAN, Mr. Humphrey was CEO of QMX Gold, which was acquired by Eldorado Gold. Prior to QMX, Mr. Humphrey worked for Morgan Stanley as an Executive Director and North American Precious Metals Analyst, where he was responsible for growing Morgan Stanley's North American research coverage. Mr. Humphrey was also a Managing Director and Head of Mining Research at Raymond James and covered mining equities at CIBC World Markets and Merrill Lynch. Mr. Humphrey has held a variety of mining industry roles from contract underground miner to CEO. Mr. Humphrey is currently on the board of Searchlight and Volta Metals.

Shareholdings: 6,405,000 Common Shares

Other Public Company Boards: Searchlight Innovations Inc. Volta Metals Ltd.

Committee Memberships: Technical and Sustainability Committee

ALISON (SAGA) WILLIAMS
DIRECTOR SINCE JULY 26, 2022

TORONTO, ONTARIO

Ms. Williams, LLB has worked in Indigenous communities in government and corporate roles in the capacity of legal counsel, negotiator, and governance and strategic advisor, for over 20 years. As Owner and Principal of AS Williams Consulting. Williams has been on negotiation teams that have successfully settled over $1 billion in agreements and has worked on Indigenous community engagement and negotiations to support national energy and mining projects. Ms. Williams teaches at Osgoode Hall Law School as an Adjunct Professor and supports student led negotiations focussing on consultation, Indigenous rights, and reconciliation. Over the last 25 years, she has held many non-profit board positions. Ms. Williams is Anishinaabe, a member of Curve Lake First Nation, and was an elected official for her community.

Shareholdings: 355,000 Common Shares

Other Public Company Boards: Fury Gold Mines Limited, Volta Metals Ltd., Nations Royalty Corp.

Committee Memberships: Nomination and Governance, and Technical and Sustainability Committee

DR. MARK CRUISE
DIRECTOR SINCE JULY 26, 2022

VANCOUVER, BRITISH COLUMBIA

Dr. Cruise is a professional geologist and a member of the Institute of Corporate Directors with over 25 years of international mining experience. A former polymetallic commodity specialist with Anglo American plc, Dr Cruise founded and was Chief Executive Officer of Trevali Mining Corporation, under his leadership from 2008 to 2019, the Company grew from an initial discovery into a top-ten global zinc producer with operations in the Americas and Africa. He has previously served as Vice President Business Development and Exploration, COO and CEO for several TSX, TSX-Venture and NYSE-Americas listed exploration and development Companies. Dr. Cruise is currently on the board of Velocity Minerals, Bunker Hill Mining, Volta Metals and Interra Copper Corp.

Shareholdings: 200,000 Common Shares

Other Public Company Boards: Velocity Minerals, Bunker Hill Mining, Interra Copper Corp., Volta Metals Ltd.

Committee Memberships: Audit Committee, Compensation Committee and Technical and Sustainability Committee

PATRICK GLEESON
TORONTO, ONTARIO

DIRECTOR SINCE JULY 26, 2022

Mr. Gleeson was a corporate lawyer in Canada for almost 20 years. He has taken over 40 companies public and served as general counsel, director, and executive officer for several publicly listed companies, from start-ups to those with billion-dollar market capitalizations. Presently, Mr. Gleeson is the president and founder of St. Peter's Spirits, a socially conscious beverage company creating healthier-for-you drinks powered by plants. Prior to St. Peter's, Mr. Gleeson founded IR Battery Resources & Processing, which consolidated the Delta Kenty Nickel project in northern Quebec, organized the first exploration program at Delta Kenty in over 15 years and ultimately sold the project to an international mining company.

Shareholdings: 2,550,000 Common Shares

Other Public Company Boards: None.

Committee Memberships: Nomination and Governance Committee and Compensation Committee

SVETOSLAVA (STACEY) PAVLOVA
VANCOUVER, BRITISH COLUMBIA

DIRECTOR SINCE AUGUST 4, 2022

Ms. Pavlova is a finance professional with 15 years of experience in the mining industry in investor relations, finance, and metal sales roles. Ms. Pavlova currently holds the position of Vice President, Investor Relations and Communications at Faraday Copper, a development-stage mining company with its flagship copper asset in Arizona, U.S. Previously, Ms. Pavlova was the Vice President, Investor Relations and Corporate Communications at New Pacific Metals. Prior to that, she held various positions in investor relations, metal sales and treasury with SSR Mining, an intermediate precious metals producer. Ms. Pavlova holds the designation of Chartered Financial Analyst and is a graduate of the University of Denver, where she completed a Master's in Finance degree. Ms. Pavlova currently serves on the board of the Canadian Investor Relations Institute.

Shareholdings: Nil

Other Public Company Boards: Nil

Committee Memberships: Audit Committee and Compensation Committee

Other Information about the Director Nominees

No proposed director of the Corporation: (a) is at the date hereof, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) (i) is at the date hereof, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; and (c) (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE

The Corporation and the Board recognize the importance of corporate governance in effectively managing the Corporation, protecting employees and Shareholders, and enhancing Shareholder value.

The Board fulfills its mandate directly at regularly scheduled meetings or as required. The directors are kept informed regarding the Corporation's operations at regular meetings and through reports and discussions with management on matters within their particular areas of expertise. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation's affairs and in light of opportunities or risks that the Corporation faces.

The Corporation believes that its corporate governance practices are in compliance with applicable Canadian requirements for Exchange-listed issuers. The Corporation is committed to monitoring governance developments to ensure its practices remain current and appropriate. For more information about the Board's corporate governance practices, please refer to the section "Corporate Governance".

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

The Corporation currently has six directors, a majority of whom are considered independent. Messrs. Hoffman, Cruise, and Gleeson as well Mesdames Williams and Pavlova are considered to be independent of the Corporation for the purposes of National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"). Mr. Humphrey is an executive officer of the Corporation, and, accordingly, is not considered to be independent of the Corporation for the purposes of NI 58-101. Following the Meeting, it is expected that five of the six nominees seeking re-election (namely, Messrs. Hoffman, Cruise, and Gleeson as well Mesdames Williams and Pavlova) will be considered to be independent of the Corporation for the purposes of NI 58-101 (assuming the election of the nominees).

The Board facilitates its exercise of independent supervision over management by causing the independent directors to take a lead role in ensuring that the Corporation is acting in its best interests. Further, the non-independent directors defer to the judgment of the independent directors with respect to matters pertaining to corporate governance.

The independent directors of the Corporation meet on a regular basis without members of management present to discuss the business, governance and strategy of the Corporation.

Ethical Business Conduct

The Board is apprised of the activities of the Corporation and ensures that it conducts such activities in an ethical manner. The Board has a written code of business conduct and ethics. However, the Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to consultants, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary actions for violations of ethical business conduct. In particular, the Board ensures that directors exercise independent judgement in considering transactions and certain activities of the Corporation by holding in-camera sessions of independent directors, when applicable, and by having each director declare his or her interest in a particular transaction and abstaining from voting on such matters, where applicable.

ABOUT THE BOARD

Independence of the Board

To facilitate the functioning of the Board independently of management, the following structures and processes are in place:

a majority of the directors are not management of the Corporation and five are considered independent of the Corporation;
under the by-laws of the Corporation, any two directors may call a meeting of the Board; and
the Board practice is to hold in-camera meetings with the independent directors at the end of each Board or committee of the Board meeting to the extent required.

Nomination of Directors

The Board is solely responsible for identifying new candidates for nomination to the Board. During the past year, the Board self-analysed to identify further skill sets, experience, and composition from which it could benefit, in conjunction with an extensive Board Skills Matrix, and also considered corporate law and regulatory requirements. Once these criteria were established, the Board identified candidates through recommendations presented to the Board

In view of the size and stage of the Corporation and its operations, the Corporation has not adopted term limits or other mechanisms of board renewal, and does not have a written policy relating to the identification and nomination of directors from any designated group (as such term is defined under the Employment Standards Act (Canada)). For the same reasons, there are no targets for representation on the Board or among senior management from any of the designated groups.

As of the date hereof, one of the three members (33%) of our senior management are women. Two of the six members (33%) of the Board are women, none identify as visible minorities, none have disabilities, and one identifies as an Aboriginal person (17%).

Compensation

The Compensation Committee (as defined below) is responsible for recommending to the Board the compensation of the directors and Chief Executive Officer of the Corporation. The Compensation Committee reviews and discusses specific short-term and long-term performance goals and uses benchmarks in determining the compensation of executive officers. The Board, at the Compensation Committee's recommendation, may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board deems as worthy of recognition and retention.

The Compensation Committee reviews and discusses proposals received by members of the board and the Chief Executive Officer of the Corporation regarding the compensation of management and the directors. Please refer to the section "Compensation Committee".

Other Board Committees

In addition to the Nomination and Governance Committee, Audit Committee, and Compensation Committee, the Corporation has also established a Technical and Sustainability Committee, which reviews and approves all work plans and related budgets.

Board Assessments

The Board and its individual directors are assessed on a continual basis as to their effectiveness and contribution. The Chair of the Board encourages discussion amongst the Board as to evaluation of the effectiveness of the Board as a whole and of each individual director. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

Orientation and Continuing Education

The Board is responsible for ensuring that new directors are provided with an orientation and education program, which will include written information about the duties and obligations of directors, the business and operations of the Corporation, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all meetings of the Board and are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. The Board notes that it has benefited from the experience and knowledge of individual members of the Board in respect of the evolving governance regime and principles. The Board ensures that all directors are apprised of changes in the Corporation's operations and business.

AUDIT COMMITTEE

The purpose of the audit committee (the "Audit Committee") is to assist the Board's oversight of: the integrity of the Corporation's financial statements; the Corporation's compliance with legal and regulatory requirements; the qualifications and independence of the Corporation's independent auditors; and the performance of the independent auditors and the Corporation's internal audit function. Please see Schedule "B" for the Audit Committee Charter.

The Corporation's Audit Committee is currently composed of three directors: Stacey Pavlova (Chair), Dr. Mark Cruise, and Mike Hoffman, each of whom is considered financially literate. Mrs. Pavlova, Mr. Hoffman, and Dr. Cruise are all independent directors. Please refer to "Director Profiles", commencing on page 8, for the relevant education and experience of each of the members of the Audit Committee.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on either (a) an exemption in section 2.4 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (the "Instrument"); or (b) an exemption from the Instrument, in whole or in part, granted under Part 8 (Exemptions) of the Instrument. As the Corporation is listed solely on the TSX Venture Exchange, it is relying on the exemption provided in section 6.1 of the Instrument with respect to Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

External Auditor

The Audit Committee pre-approves all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer's external auditors.

Please see page 7 for the fees paid to external auditors in 2023 and 2022.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

The Corporation has a formal Compensation Committee comprised of three independent directors, Pat Gleeson (Chair), Dr. Mark Cruise and Stacey Pavlova (the "Compensation Committee"). The Compensation Committee establishes board, executive and senior officer compensation, the general compensation structure, policies and programs of the Corporation. The Compensation Committee reviews the adequacy and form of the compensation of directors and ensures that such compensation realistically reflects the responsibilities and risk involved in being an effective director.

The Board relies on the recommendations of the Compensation Committee to ensure that the Corporation is compensating its Named Executive Officers ("NEO") fairly and competitively as well as attracting and retaining qualified individuals to support the Corporation in meeting its business objectives. Each of the members of the Compensation Committee is considered independent of the Corporation for the purposes of National Instrument 52-110 – Audit Committees. Moreover, each of the members of the Compensation Committee has the skills and experience necessary to make decisions on executive compensation and the Corporation's compensation policies and practices that have been derived through each member's experience and involvement in senior management and/or Board positions for reporting issuers in the mineral exploration and development industry. As well, the Compensation Committee may retain independent consultants from time to time to provide analysis, recommendations, and benchmarks, having regard to the total compensation levels among comparable companies.

The Compensation Committee's primary responsibilities, among other things, include:

reviewing and making recommendations to the Board with respect to the compensation policies and practices of the Corporation;
reviewing and recommending to the Board for approval the remuneration of the NEOs of the Corporation, namely, the Chief Executive Officer (the "CEO") and the Chief Financial Officer, and any other employee of the Corporation having a comparable position as may be specified by the Board (collectively, the "Senior Executives"), with such review being carried out in consultation with the CEO, other than the remuneration of the CEO;

reviewing and approving executive employment contracts including provisions for termination or change of control and ensuring consistency with best governance practices;
reviewing the goals and objectives of the CEO for the next financial year of the Corporation and providing an appraisal of the performance of the CEO following the completion of each financial year;
meeting with the CEO on at least an annual basis to discuss goals and objectives for the other Senior Executives, their compensation and performance;
reviewing and making a recommendation to the Board on the hiring or termination of any Senior Executive or on any special employment contract containing, or including, any retiring allowance or any agreement to take effect, or to provide for the payment of benefits, in the event of a termination or change of control of the Corporation affecting a Senior Executive or any amendment to any such contract or agreement;
making, on an annual basis, a recommendation to the Board as to any incentive award to be made to the Senior Executives under any incentive plan or under any employment contract of a Senior Executive;
comparing the total remuneration (including benefits) and the main components thereof of the Senior Executives with the remuneration of peers in the same industry;
identifying any risks associated with the compensation policies and practices of the Corporation that are reasonably likely to have a material adverse effect on the Corporation, considering the implications of any such risks and, to the extent deemed necessary by the Committee, establishing practices to identify and mitigate compensation policies and practices that could encourage Senior Executives to take inappropriate or excessive risks;
reviewing and making a recommendation to the Board with respect to the remuneration of directors; and
reviewing and making a recommendation to the Board with respect to any share ownership guidelines applicable to the Senior Executives and the directors and reviewing the shareholdings of the Senior Executives and directors based on such guidelines established from time to time.

The Compensation Committee believes in linking an individual's compensation to his or her performance and contribution as well as to the performance of the Corporation as a whole. The primary components of the Corporation's executive compensation are base salary, cash bonus (short-term incentive) and share option (equity-based awards as long-term incentive). The Board believes that the mix between base salary and incentives must be reviewed and tailored to each executive based on their role within the organization as well as their own personal circumstances. The overall goal is to successfully link compensation to the interests of the Shareholders.

The following principles form the basis of the Corporation's executive compensation program:

attract and retain highly qualified executive officers;
align interest of executives and Shareholders;
incent the executives to continuously improve operations and execute on corporate strategy; and
ensure competitive compensation that is also financially responsible.

The annual fee payable to each non-executive Director is $24,000, payable monthly. In addition to this fee, the Chair of the Board receives an annual fee, payable monthly, of $41,000, the Audit Committee Chair

receives an annual fee, payable monthly, of $6,000, and the Chair of each of the remaining subcommittees receives an annual fee, payable monthly, of $4,000. The non-executive Directors receive an additional annual fee, payable monthly, of $2,000 per subcommittee. Brad Humphrey, who was a NEO for the financial year ended December 31, 2024, was not entitled to receive any additional compensation for acting as a director.

Salary

Amounts paid to executive officers as base salary, including merit salary increases, are determined in accordance with an individual's performance and salaries in the marketplace for comparable positions. However, certain NEOs provide their services in similar capacities to other reporting issuers, in addition to NiCAN. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective Named Executive Officer and the Corporation and is therefore heavily discretionary.

Bonus

NiCAN's cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the Corporation. Named Executive Officers are entitled to receive discretionary bonuses from time to time as determined or approved by the Board or the Chief Executive Officer, as applicable. The Corporation uses goals which may include an assessment of an individual's current and expected future performance, level of responsibilities and the importance of his or her position and contribution to the Corporation. The Company awarded $95,000 in bonuses during the year ended December 31, 2024, as listed in the summary compensation table below. These bonuses remain accrued as of December 31, 2024.

Stock Option Grants

On June 28, 2023, the Shareholders approved the option plan (the "Option Plan") which is designed to advance the interests of the Corporation by, among other things, encouraging stock ownership by certain eligible individuals, including employees, officers, and consultants of the Corporation. The Option Plan is administered by the Board or a duly appointed committee of the Board, consisting of not less than three directors, all of whom are independent. The Option Plan is an integral component of the Corporation's executive compensation arrangements. In general, Options are granted, at the discretion of the Board, and generally vest in three equal tranches: one-third on the first anniversary of the date of grant, one-third second anniversary of the date of grant, and one-third on the third anniversary of the grant date. The Board believes that the grant of Options to senior officers serves to align their interests with those of the Shareholders and motivate the achievement of the Corporation's long-term strategic objectives, which will benefit Shareholders. Options may be awarded by the Board to directors, officers, employees and consultants of the Corporation, on the basis of the recommendation of the Compensation Committee. Option grants are based on a number of factors, including the individual's level of responsibility and their contribution towards the Corporation's goals and objectives. In addition, Options may be granted in recognition of the achievement of a particular goal or extraordinary service. The Board considers, among other things, prior Option grants and the overall number of Options that are outstanding relative to the number of outstanding Common Shares in determining whether to grant any additional Options, and the size of such grants.

Clawback Policy

On January 1, 2023 (the "Adoption Date"), the Board adopted a formal written policy (the "Clawback Policy"), in accordance with industry best practices and good governance standards, that sets out guidelines to provide for the recoupment of certain incentive compensation paid to certain executive officers of the Corporation ("Executives"), in cases of a material restatement of the Company's financial statements in certain circumstances as set out below. The Board may delegate to the Compensation Committee all determinations to be made and actions to be taken by the Board under this Clawback Policy.

The Board or the Compensation Committee may require Executives to reimburse, in all appropriate cases as determined by the Board or the Compensation Committee (i) any cash bonuses paid to an executive (“Cash Compensation”); and (ii) any stock options, restricted share units, deferred share units and performance share units awarded to an Executive under one or more of the Company’s incentive compensation plans (“Share-Based Compensation”, together with the Cash Compensation, the “Incentive Compensation”), if: (a) the Corporation is required to restate its financial results (a “Restatement”) due to material non-compliance with any financial reporting requirement under applicable securities laws; (b) an Executive engaged in fraud or willful misconduct (as admitted by the Executive or, in the absence of such admission, as determined by a court of competent jurisdiction in a final judgment that cannot be appealed) which caused or significantly contributed to the material non-compliance that resulted in the Restatement; and (c) the amount of Incentive Compensation awarded or paid to the Executive in respect of the year to which the Restatement pertains (“Actual Compensation”) would have been lower had it been calculated based on the restated financial results (“Revised Compensation”). The Board may, in its discretion, seek to recover from the Executive all or a portion of the after-tax difference between the Actual Compensation and the Revised Compensation where the Corporation has determined that the Restatement is required.

In the event the difference between Actual Compensation and Revised Compensation relates to Share-Based Compensation and the Share-Based Compensation initially awarded has not been exercised (in the case of stock options) or vested (in the case of restricted share units, deferred share units or performance share units), the Board may cancel or adjust the number of options, restricted share units, deferred share units or performance share units awarded in the year to which the Restatement pertains to address such difference.

This Clawback Policy is only applicable to Incentive Compensation paid or awarded after the Adoption Date and any Incentive Compensation paid or awarded prior to the Adoption Date is not subject to this Clawback Policy.

Indebtedness of Directors and Officers

As at the date of this Circular, and at any time during the financial year ended December 31, 2024, no director or executive officer of the Corporation or Nominee (as defined herein) (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) the Corporation or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended December 31, 2024, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

Pension Plan Benefits

The Corporation does not have a defined benefit plan, deferred contribution plan or a deferred compensation plan.

Management Contracts

No management functions of the Corporation or any of its subsidiaries are to any substantial degree performed other than by the directors or executive officers of the Corporation or subsidiary.

Directors' and Officers' Insurance and Indemnification

The Corporation maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The Corporation has purchased in respect of directors and officers an aggregate of $10 million in coverage. The approximate amount of premiums paid by the Corporation during the financial year ended December 31, 2024 in respect of such insurance was $17,875.

The Corporation has not, as yet, adopted a policy restricting its Named Executive Officers or directors from purchasing instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps,

collars, or units of exchange funds, that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officers or directors.

Summary Compensation Table

For the 2024 calendar year, the Compensation Committee crafted a peer group of companies that had similar market capitalizations and/or had flagship mineral projects at similar stages of development. The purpose of the peer group was to compare compensation levels and compensation components of executive officers at similar companies. This peer group will be updated and used in the future for compensation comparisons and for reviewing the Corporation's share price performance relative to the industry. Over time, companies will be added or removed as needed to maintain a representative group of comparatives.

The following table summarizes the compensation paid during the two most recently completed financial years in respect of the individuals who were carrying out the role of the Chief Executive Officer ("CEO") of the Corporation and Chief Financial Officer ("CFO") of the Corporation and each of the directors of the Corporation. NiCAN was a private corporation until August 2022, when it was listed on the TSX Venture exchange. The CEO and CFO are the only NEO of the Corporation as the Corporation does not employ any other individuals whose total compensation is greater than $150,000.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus* ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Brad Humphrey Director, Chief Executive Officer	2024	250,000	75,000	Nil	Nil	Nil	325,000
	2023	250,000	Nil	Nil	Nil	Nil	250,000
Mike Hoffman Director	2024	73,000	Nil	Nil	Nil	Nil	73,000
	2023	73,000	Nil	Nil	Nil	Nil	73,000
Saga Alison Williams Director	2024	30,000	Nil	Nil	Nil	Nil	30,000
	2023	30,000	Nil	Nil	Nil	Nil	30,000
Dr. Mark Cruise Director	2024	35,000	Nil	Nil	Nil	Nil	35,000
	2023	35,000	Nil	Nil	Nil	Nil	35,000
Patrick Gleeson Director	2024	30,000	Nil	Nil	Nil	Nil	30,000
	2023	30,000	Nil	Nil	Nil	Nil	30,000
Stacey Pavlova Director	2024	32,000	Nil	Nil	Nil	Nil	32,000
	2023	32,000	Nil	Nil	Nil	Nil	32,000
Shaun Heinrichs Chief Financial Officer	2024	84,000	20,000	Nil	Nil	Nil	104,000
	2023	84,000	Nil	Nil	Nil	Nil	84,000

*Bonuses remain accrued as of December 31, 2024.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to any Named Executive Officer or director by the Corporation for services provided or to be provided, directly or indirectly, to the Corporation in the most recently completed financial year.

Exercise of Stock Options

No Named Executive Officer or director of the Corporation exercised stock options or compensation securities in the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

All outstanding Options were granted pursuant to the Stock Option Plan and in accordance with the rules of the Exchange. The Stock Option Plan is administered by the Board. At the Meeting, the Corporation will seek Shareholder approval of its new LTIP, which will replace the Stock Option Plan and which is attached hereto in full as Schedule "A" (see Long-Term Incentive Plan above for more information concerning the LTIP).

The following is a summary of the terms of the legacy Stock Option Plan.

Pursuant to the Stock Option Plan, the Corporation is authorized to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time, with no vesting provisions. As of the date hereof, there is an aggregate of 3,000,000 stock options outstanding under the Stock Option Plan, which represents approximately 4% of the outstanding Common Shares.

Directors, officers, employees and certain consultants are eligible to receive stock options under the Stock Option Plan. Upon the termination of an option holder's engagement with the Corporation, the stock options held by such option holder will be cancelled 90 days following such option holder's termination from the Corporation. Stock options granted under the Stock Option Plan are not assignable.

The terms and conditions of each option granted under the Stock Option Plan will be determined by the Board, taking into consideration recommendations from the Compensation Committee. Options will be priced in the context of the market and in compliance with applicable securities laws and guidelines of the TSX Venture Exchange (the "Exchange"). Vesting terms will be determined at the discretion of the Board. The Board shall also determine the term of stock options granted under the Stock Option Plan, provided that no stock option shall be outstanding for a period greater than five years.

The Board believes that except for certain material changes to the Stock Option Plan it is important that the Board has the flexibility to make changes to the Stock Option Plan without shareholder approval, include appropriate adjustments to outstanding options in the event of certain corporate transactions, the addition of provisions requiring forfeiture of options in certain circumstances, specifying practices with respect to applicable tax withholdings and changes to enhance clarity or correct ambiguous provisions.

The Stock Option Plan does not provide for the transformation of stock options granted under the Stock Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Corporation.

The Corporation will not provide financial assistance to any optionholder to facilitate the exercise of options under the Stock Option Plan."

The table below sets out the outstanding options under the Stock Option Plan, being the Corporation's only compensation plan under which Common Shares are authorized for issuance, as of December 31, 2024.

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available under equity compensation plans (excluding securities reflected in column (a)) as of December 31, 2024
Plan Category	(a)	(b)	©
Equity compensation plans approved by security holders	6,600,000	$0.17	1,569,890
Equity compensation plans not approved by security holders	N/A	N/A	N/A
TOTAL	6,600,000	$0.17	1,569,890

Employment, Consulting and Management Agreements

As at December 31, 2024 and to the date hereof, no Named Executive Officer has entered into an employment or consulting agreement with the Corporation or is contractually entitled to any incremental payments, payables or benefits in the event of termination without cause or after a change in control of the Corporation.

Interest of Informed Persons in Material Transactions

Since the commencement of the Corporation's most recently completed financial year, no informed person of the Corporation, nor any Nominee, nor any associate or affiliate of any informed person or Nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries.

ADDITIONAL INFORMATION AND CONTACT INFORMATION

Additional information relating to the Corporation may be found under the profile of the Corporation on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in the Corporation's audited financial statements and related management's discussion and analysis for the financial year ended December 31, 2024, which can be found under the profile of the Corporation on SEDAR+. Shareholders may also request these documents from the Corporate Secretary of the Corporation by email at [email protected] or by telephone at (416) 861-5906.

Board of Directors Approval

The contents of this Circular and the distribution thereof to the shareholders of the Corporation have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

"Brad Humphrey"

Chief Executive Officer and Director

Toronto, Ontario
June 5, 2025

SCHEDULE “A”

NICAN LIMITED
(the “Corporation”)

LONG-TERM INCENTIVE PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE OF THIS PLAN

NiCAN Limited (the “Company”) wishes to establish this long-term incentive plan (“Plan”). The purpose of this Plan is to promote the long-term success of the Company and the creation of shareholder value by: (a) encouraging the attraction and retention of Directors, Key Employees and Consultants of the Company and its Subsidiaries; (b) encouraging such Directors, Key Employees and Consultants to focus on critical long-term objectives; and (c) promoting greater alignment of the interests of such Directors, Key Employees and Consultants with the interests of the Company.

To this end, this Plan provides for the grant of Restricted Share Units, Deferred Share Units, and Options to Directors, Key Employees and Consultants of the Company as further described in this Plan.

SECTION 2. DEFINITIONS

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

(a) “Affiliate” has the meaning ascribed to such term under the policies of the Exchange;

(b) “Associate” has the meaning ascribed to such term under the policies of the Exchange;

(d) “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;

(e) “Blackout Period” means a period, formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as such term is defined in Policy 1.1 of the Exchange), during which the Company prohibits Participants from exercising, redeeming or settling their Awards, and which expires following the general disclosure of such undisclosed Material Information.

(f) “Board” means the board of directors of the Company;

(g) “Change of Control” has the meaning ascribed to such term under the policies of the Exchange;

(h) “Committee” means such committee of the Board performing functions in respect of compensation as may be determined by the Board from time to time;

(i) “Company” means NiCAN Limited, a company existing under the Business Corporations Act (Ontario), and any of its successors or assigns;

(j) “Consultant” has the meaning ascribed to such term under the policies of the Exchange, and includes a company wholly owned by an individual Consultant and a Consultant Company as defined under the policies of the Exchange;

(k) "Current Market Price" means the closing price of the Shares on the last Trading Day on which trading in the Shares took place immediately prior to the relevant exercise date;

(l) "Deferred Share Unit" or "DSU" means a right to receive on a deferred basis a payment in either Shares or cash as provided in Section 5(c) hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;

(m) "Director" means a member of the Board, and includes a company wholly-owned by such individual;

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

(o) "Discounted Market Price" means the Current Market Price less the discount allowable pursuant to the policies of the Exchange;

(p) "Disinterested Shareholder Approval" shall have the meaning ascribed thereto in the rules and policies of the Exchange, but generally means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted meeting of shareholders, excluding votes attached to Shares beneficially owned by Insiders to whom Awards may be granted under this Plan, the Persons who hold or will hold the Award in question and Associates and Affiliates of such Insiders and Persons;

(q) "Effective Date" has the meaning ascribed thereto in Section 8;

(r) "Election Form" means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in Deferred Share Units under this Plan;

(s) "Eligible Person" means Directors, Key Employees, Consultants, and Management Company Employees;

(t) "Exchange" means the TSX Venture Exchange, or such other exchange upon which the Shares of the Company may become listed for trading;

(u) "Exchange Hold Period" means the four-month resale restriction imposed by the Exchange on the Shares, more particularly described in Exchange Policy 1.1;

(v) "Fees" means the annual board retainer, chair fees, meeting attendance fees or any other fees payable to a Director by the Company;

(w) "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;

(x) "Insider" has the meaning ascribed to such term under the policies of the Exchange;

(y) "Insider Participant" means a Participant who is an (i) Insider of the Company or of a Subsidiary, and (ii) Associate of any person who is an Insider by virtue of (i);

(z) "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;
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;

(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;

(aa) "Investor Relations Service Provider" means any Consultant that performs Investor Relations Activities and any Director, Officer, Employee (as such term is defined in Policy 4.4 of the Exchange) or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;
(bb) "Key Employees" means Employees (as such term is defined in Policy 4.4 of the Exchange) who, by the nature of their positions or jobs are, in the opinion of the Board, in a position to contribute to the success of the Company, and companies wholly-owned by such Employees;
(cc) "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 business enterprise of the Company.
(dd) "Market Unit Price" means the greater of a) the value of a Share determined by reference to the five-day volume weighted average closing price of a Share for the five (5) Trading Days immediately preceding the day on which trading in the Shares took place, or immediately preceding the exercise date of an Option, and b) the minimum applicable price permitted under the policies of the Exchange;
(ee) "Option" means incentive share purchase options entitling the holder thereof to purchase Shares;
(ff) "Participant" means any Eligible Person to whom Awards under this Plan are granted;
(gg) "Participant's Account" means a notional account maintained for each Participant's participation in this Plan which will show any Restricted Share Units, Deferred Share Units, or Options credited to a Participant from time to time;
(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 or Deferred Share Units specified by the Board in the applicable Award Agreement, which period shall be no less than 12 months, unless provided for in Policy 4.4 of the Exchange;

(jj) "Restricted Share Unit" or "RSU" means a right awarded to a Participant to receive a payment in Shares as provided in Section 5(a) hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;

(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;

(II) "Securities Act" means the Securities Act, RSO 1990, c S.5, as amended, from time to time;

(mm) "Security-Based Compensation" shall have the meaning ascribed to Security Based Compensation in Policy 4.4 of the Exchange.

(nn) "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, stock option 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, including a share purchase from treasury by a full-time employee, officer, Insider, service provider or Consultant;

(oo) "Shares" means the common shares of the Company;

(pp) "Subsidiary" means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;

(qq) "Termination Date" means, as applicable: (i) in the event of a Participant's Retirement, voluntary termination 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;

(rr) "Trading Day" means any date on which the Exchange is open for trading; and

(ss) "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.

SECTION 3. ADMINISTRATION

(a) BOARD TO ADMINISTER PLAN. Except as otherwise provided herein, this Plan shall be administered by the Board and the Board 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 may deem necessary in order to comply with the requirements of this Plan.

(b) 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 the Committee or such other committee as the Board may determine.

(c) 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.

(d) 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

(a) LIMITATIONS ON SHARES AVAILABLE FOR ISSUANCE.

(i) The aggregate number of Shares issuable under this Plan in respect of Awards shall not exceed 10% of the Company's issued and outstanding common shares at the Grant Date.

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

A. the total number of Shares issuable to Insiders (as a group) pursuant to all Security-Based Compensation must not exceed 10% of the issued and outstanding Shares at any point in time, unless the Company has obtained the requisite disinterested Shareholder approval;

B. the total number of Shares issuable pursuant to all Security-Based Compensation granted or issued in any 12-month period to Insiders (as a group) shall not exceed 10% of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to any Insider, unless the Company has obtained the requisite disinterested Shareholder approval;

C. the total number of Shares issuable pursuant to all Security-Based Compensation granted or issued in any 12-month period to any one Participant shall not exceed five (5%) percent of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the Participant, unless the Company has obtained the requisite Disinterested Shareholder Approval;

D. the total number of Shares issuable to any Consultant pursuant to all Security-Based Compensation granted or issued in any 12-month period shall not exceed two (2%) percent of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the Consultant; and

E. the total number of Options issuable to Participants who are Investor Relations Service Providers in aggregate shall not exceed two (2%) percent of the issued and outstanding Shares in any 12-month period.

(iii) Investor Relations Service Providers may only receive Options as Awards under this Plan;

(iv) Any Award granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan.

(v) Pursuant to the policies of the Exchange, the Exchange Hold Period will be applied to Shares issuable under this Plan and any certificate(s) representing those Shares will include a legend stipulating that the Shares issued are subject to a four-month Exchange Hold Period commencing from the Grant Date.

(b) ACCOUNTING FOR AWARDS. For purposes of this Section 4:

(i) 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

(ii) 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.

(c) 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 make appropriate adjustments to the number and price (or other basis upon which an Award is measured) of RSUs, DSUs, and/or Options credited to a Participant. Any adjustment, other than in connection with a security consolidation or security split, to an Award granted or issued under a Security Based Compensation Arrangement must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization. Any determinations 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.

(d) FORMER PLANS. From and after the Effective Date, all prior long-term incentive plans of the Company shall be cancelled and deemed to be cancelled, and all awards granted thereunder shall be governed and deemed to be governed by the provisions of this Plan as existing Awards governed by the terms of this Plan.

(e) ELIGIBILITY AND PARTICIPATION. For all Awards granted or issued to Participants, both the Company and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Director, Key Employee, Consultant or Management Company Employee, as the case may be, at the time of such grant.

SECTION 5. AWARDS

(a) RESTRICTED SHARE UNITS

(i) 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 RSUs to Participants. RSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. In no event shall the value of the RSU be lower than the Discounted Market Price. The number of RSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each RSU shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of RSUs granted pursuant to an Award and the Restriction Period in respect of such RSUs shall be specified in the applicable Award Agreement.

(ii) RESTRICTIONS. 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 an Award is granted.

(iii) VESTING. All RSUs 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 RSU may vest before the date that is one (1) year following the date it is granted or issued, unless a Participant dies, or ceases to be an eligible Participant under this Plan in connection with a Change of Control, take-over bid, reverse take-over or other similar transaction.

(iv) CHANGE OF CONTROL. In the event of a Change of Control, all restrictions upon any RSUs shall lapse immediately and all such RSUs shall become fully vested in the Participant and will accrue to the Participant in accordance with Section 5(a)(x) hereof.

(v) DEATH. 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, may be vested in the Participant without further action and without any cost or payment at the sole discretion of the Board or the Committee, as the case may be. Any RSUs vested in such Participant, including those vested after the Participant's death pursuant to the exercise of the Board's discretion, will accrue to the Participant's estate in accordance with Section 5(a)(x) hereof, provided that the Participant's estate makes a claim for such vested RSUs within 12 months of the date of death.

(vi) TERMINATION OF EMPLOYMENT.

A. Where, in the case of a Key Employee, a Participant's employment is terminated by the Company or a Subsidiary for cause, all RSUs 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.

B. Where, in the case of a Key Employee, a Participant's employment terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination or due to Retirement by the Participant, all RSUs 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 RSUs granted to such Participant which, prior to the Participant's termination without cause, voluntary termination or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5(a)(x) hereof.

C. Upon termination of a Participant's employment with the Company or a Subsidiary, the Participant's eligibility to receive further grants of Awards of RSUs under this Plan shall cease as of the Termination Date.

(vii) DISABILITY. Where, in the case of a Key Employee, a Participant becomes afflicted by a Disability, all RSUs granted to the Participant under this 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 Key Employee's employment is terminated due to Disability, all RSUs 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 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 Section 5(a)(x) hereof.

(viii) CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any RSUs granted to the Participant under this Plan that have not yet 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 date the Participant ceases to be a Director, provided, however, that any RSUs granted to such Participant which, prior to the Participant ceasing to be a Director for any reason, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5(a)(x) hereof.

(ix) TERMINATION OF SERVICE. Where, in the case of Consultants, a Participant's service to the Company terminates for any reason, subject to the applicable Award Agreement and any other contractual commitments between the Participant and the Company, any RSUs granted to the Participant under this Plan that have not yet vested will be forfeited and cancelled and shall be of no further force or effect as of the date of termination of service, provided, however, that any RSUs granted to such Participant which, prior to the termination of the Participant's service to the Company for any reason, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5(a)(x) hereof.

(x) PAYMENT OF AWARD. As soon as practicable after each Vesting Date of an Award of RSUs, the Company shall issue from treasury to the Participant, or if Section 5(a)(v) applies, to the Participant's estate, a number of Shares equal to the number of RSUs credited to the Participant's Account that become payable on the Vesting Date. As of the Vesting Date, the RSUs in respect of which such Shares are issued shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such RSUs.

(xi) EXPIRY. Notwithstanding the foregoing, all RSUs must expire within 12 months following the date the Participant grantee ceases to be an eligible Participant under the Plan.

(b) DEFERRED SHARE UNITS

(i) 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 DSUs to Directors. DSUs granted to a Participant shall be credited, as of the Grant Date, to the Participant's Account. The number of DSUs to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each DSU shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of DSUs granted pursuant to an Award and the Restriction Period in respect of such RSUs shall be specified in the applicable Award Agreement.

(ii) RESTRICTIONS. DSUs 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 an Award is granted.

(iii) CHANGE OF CONTROL. In the event of a Change of Control, all restrictions upon any DSUs shall lapse immediately and all such DSUs shall accrue to the Participant in accordance with Section 5(b)(v) hereof.

(iv) CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, any DSUs granted to the Participant under this Plan that have not yet 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 date the Participant ceases to be a Director, provided, however, that any DSUs granted to such Participant which, prior to the Participant ceasing to be a Director for any reason, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5(b)(v) hereof.

(v) PAYMENT OF AWARD. Each Participant shall be entitled to receive, after the effective date that the Participant ceases to be a Director, or any earlier vesting period(s) as may be set forth in the applicable Award Agreement, 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 as the Participant and the Company may agree, which date shall be no later than the end of the calendar year following the year in which the Participant ceases to be a Director, or any earlier period on which the DSUs vested, as the case may be) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be a Director, or any earlier period on which the DSUs vested, as the case may be, at the sole discretion of the Board, either:

A. that number of Shares equal to the number of 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 a Director or officer of the DSUs credited to a Participant's Account, net of applicable withholdings.

In no event shall the value of the DSUs or cash payment be lower than the Discounted Market Price.

(vi) DEATH. Upon death of a Participant, 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 Section 5(b)(iv) hereof to the Participant upon such Participant ceasing to be Director or officer.

(vii) VESTING. Notwithstanding Section 5(b)(v) above, in no event shall a DSU vest before one year after the date such DSU was granted.

(i) ELIGIBILITY AND PARTICIPATION. Subject to the provisions of this Plan and such other terms and conditions as the Board may determine, the Board may, from time to time, in its discretion, grant Awards of Options to Participants. Options granted to a Participant 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.

(ii) EXERCISE PRICE. The exercise price of the Options shall be determined by the Board at the time the Option is granted. In no event shall such exercise price be lower than the Discounted Market Price. The Board shall not reprice or extend the term of any Options previously granted under this Plan, except in accordance with the rules and policies of the Exchange. For greater certainty, the Company will be required to obtain Disinterested Shareholder Approval in respect of any reduction in the exercise price or extension of the

term of Options granted to any Participant if the Participant is an Insider at the time of the proposed reduction, if and to the extent required by the rules and policies of the Exchange.

(iii) TIME AND CONDITIONS OF EXERCISE. The Board shall determine the time or times at which an Option may be exercised in whole or in part, provided that the term of any Option granted under this Plan shall not exceed ten years. The Board shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised.

(iv) EVIDENCE OF GRANT. All Options shall be evidenced by a written Award Agreement. The Award Agreement shall reflect the Board's determinations regarding the exercise price, time and conditions of exercise (including vesting provisions) and such additional provisions as may be specified by the Board.

(v) EXERCISE. The exercise of any Option will be contingent upon receipt by the Company of a written notice of exercise in the manner and in the form set forth in the applicable Award Agreement, which written notice shall specify the number of Shares with respect to which the Option is being exercised, and which shall be accompanied by a cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the Option is exercised. Certificates for such Shares shall be issued and delivered to the optionee within a reasonable time following the receipt of such notice and payment. Neither the optionee nor his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares unless and until the certificates for the Shares issuable pursuant to Options under this Plan are issued to such optionee under the terms of this Plan.

(vi) VESTING. All Options granted to any Investor Relations Service Provider will vest and become exercisable in stages over a period of not less than twelve (12) months, with no more than one-quarter (1/4) of such Options vesting and becoming exercisable in any three (3) month period.

(vii) CHANGE OF CONTROL. In the event of a Change of Control, each outstanding Option issued to Directors, Key Employees and Consultants, to the extent that it shall not otherwise have become vested and exercisable, and subject to the applicable Award Agreement, shall automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, but subject to the policies of the Exchange.

(viii) DEATH. Where, in the case of Directors and Key Employees, a Participant shall die while an optionee, any Option held by such Participant at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Participant under the Option shall pass by the will of the Participant or the laws of descent and distribution for a period of 120 days after the date of death of the Participant or prior to the expiration of the option period in respect of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date of death of such Participant.

(ix) TERMINATION OF EMPLOYMENT.

A. Where, in the case of Key Employees, a Participant's employment is terminated by the Company or a Subsidiary for cause, no Option held by such Participant shall be exercisable from the Termination Date.

B. Where, in the case of Key Employees, a Participant's employment is terminated by the Company or a Subsidiary without cause, by voluntary termination by the

Participant or due to Retirement, subject to the applicable Award Agreement, any Option held by such Participant at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 60 days after the Termination Date (subject to any longer period set out in the applicable Award Agreement, which period shall not, in any event, exceed 12 months from the Termination Date) or prior to the expiration of the option period in respect of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the Termination Date.

C. Where, in the case of Key Employees, 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. Where, in the case of Key Employees, a Participant's employment is terminated due to Disability, subject to the applicable Award Agreement, any Option held by such Participant shall remain exercisable for a period of 120 days after the Termination Date or prior to the expiration of the option period in respect of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the Termination Date.

(x) CESSATION OF DIRECTORSHIP. Where, in the case of Directors, a Participant ceases to be a Director for any reason, subject to the applicable Award Agreement and the provisions below, any Option held by such Participant at such time shall remain exercisable in full at any time, and in part from time to time, for a period of 60 days after the date the Participant ceases to be a director or prior to the expiration of the Option in respect of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date the Participant ceased to be a director. Where, in the case of Directors, 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 that if a Participant ceases to be a Director due to Disability, subject to the applicable Award Agreement, any Option held by such Participant shall remain exercisable for a period of 120 days after the Participant ceases to be a Director or prior to the expiration of the option period in respect of the Option, whichever is sooner, and then only to the extent that such Participant was entitled to exercise the Option at the date the Participant ceased to be a director.

(xi) TERMINATION OF SERVICE. Where, in the case of Consultants, a Participant's service to the Company terminates for any reason, subject to the applicable Award Agreement and any other contractual commitments between the Participant and the Company, no Option held by such Participant shall be exercisable from the date of termination of service.

(d) GENERAL TERMS APPLICABLE TO AWARDS

(i) 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 employment for cause, violation of material Company policies, fraud, breach of noncompetition, 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.

(ii) AUTOMATIC EXTENSION DURING BLACKOUT PERIOD. Notwithstanding any other provision of this Plan, each Award of which the expiry date, redemption date or settlement date, as applicable, falls within a Blackout Period shall be automatically extended for a number of days to be determined by the Board in its sole discretion, provided that all

affected Participants shall receive such extension on the same terms and conditions and that in no case shall the affected Awards be extended to later than ten (10) business days after the expiry of the Blackout Period.

(iii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Without limiting Section (5)(d), 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.

(iv) NON-TRANSFERABILITY OF AWARDS. Except as otherwise provided for in this Plan, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant. 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.

(v) 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: (A) restrictions under an insider trading policy or pursuant to applicable law; (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Security-Based Compensation Arrangements; (C) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

(vi) 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.

(vii) 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 by the Board to become, in all respects, in conformity with this Plan.

SECTION 6. AMENDMENT AND TERMINATION

(a) DIRECTOR AND SHAREHOLDER APPROVAL OF PLAN. This Plan must be approved by a majority of the Company's directors at the time it is implemented and at the time of any amendment. This Plan must also be approved by the Company's Shareholders at the time it is implemented and upon any changes to the total number of Shares issuable under the Plan. Any Awards granted under this Plan prior to receipt of Shareholder approval will not be exercisable or binding on the Company unless and until such approvals are obtained.

(b) 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 approval of any applicable regulatory authority or the Exchange, and (b) any approval of shareholders of the Company as required by the rules of the Exchange or applicable law. Notwithstanding the foregoing, 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:

(i) amendments of a housekeeping nature;
(ii) amendments to fix typographical errors; and
(iii) amendments to clarify existing provisions of a Security Based Compensation Arrangement that do not have the effect of altering the scope, nature and intent of such provisions.

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

(c) 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, subject to (a) any required approval of any applicable regulatory authority or the Exchange, and (b) any approval of shareholders of the Company as required by the rules of the Exchange or applicable law. 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 (i) 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 any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 7. GENERAL PROVISIONS

(a) NO RIGHTS TO AWARDS. No Director, Key Employee, Consultant or other 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, and further there is no obligation for uniformity of treatment of Directors, Key Employees, Consultant or holders or beneficiaries of Awards under this Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) WITHHOLDING. Subject to compliance with Policy 4.4 of the Exchange, the Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under this Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under this Plan and to take such other action as may be necessary in the opinion of the Company to satisfy statutory withholding obligations for the payment of such taxes. Without in any way limiting the generality of the foregoing, whenever cash is to be paid on the redemption, exercise or vesting of an Award, 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 on the redemption, exercise or vesting of an Award, 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:

(i) electing to have the Company withhold from delivery Shares having a value equal to the amount of tax required to be withheld, or
(ii) 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 to deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes.

(c) NO LIMIT ON OTHER SECURITY-BASED COMPENSATION ARRANGEMENTS. Subject to compliance with Policy 4.4 of the Exchange, nothing contained in this Plan shall prevent the Company 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.
(d) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company. Further, the Company may at any time dismiss a Participant from employment, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in any Award Agreement.
(e) 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 Award, until the date of issuance of a share certificate to such Participant or representatives of a Participant's estate for such Shares.
(f) GOVERNING LAW. This Plan and all of the rights and obligations arising herefrom shall be interpreted and applied in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(g) 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.
(h) 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.
(i) 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 Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.
(j) 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.
(k) 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.

(I) NO REPRESENTATIONS OR COVENANTS 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.

(m) CONFLICT WITH AWARD AGREEMENT. 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.

(n) 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, 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:

(i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(ii) 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.

SECTION 8. EFFECTIVE DATE OF THIS PLAN

This Plan shall become effective (the "Effective Date") upon the date of approval by the Board, provided that any Awards granted hereunder, shall be subject to approval of this Plan by the shareholders of the Company given by affirmative vote of the majority of the Shares represented at the meeting of the shareholders of the Company at which motion to approve the Plan is presented.

SCHEDULE "B"
Audit Committee Charter

Mission

Senior management, as overseen by the board of directors, has primary responsibility for the Corporation's financial reporting, accounting systems and internal controls. The audit committee is a standing committee of the board of directors established to assist the board of directors in fulfilling its responsibilities in this regard.

Responsibilities

The audit committee shall:

(a) Financial Information

(i) review the annual financial statements and related matters and recommend their approval to the board of directors, after discussing matters such as the selection of accounting policies, major accounting judgements, accruals and estimates with management;

(ii) review the annual information form, if applicable;

(iii) be responsible for reviewing the results of the external audit, including:

A. the auditor's engagement letter;

B. the reasonableness of the estimated audit fees;

C. the scope of the audit, including materiality, locations to be visited, audit reports required, areas of audit risk, timetable, deadlines and coordination with internal audit;

D. the post-audit management letter together with management's response;

E. the form of the audit report;

F. any other related audit engagements (e.g. audit of the company pension plan);

G. non-audit services performed by the auditor;

H. assessing the auditor's performance;

I. recommending the auditor for appointment by the board of directors; and

J. meeting with the auditors to discuss pertinent matters, including the quality of accounting personnel;

(iv) ensure that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements (except for disclosure required to be reviewed by the audit committee), and must periodically assess the adequacy of those procedures;

(v) establish procedures for:

A. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
B. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and

(vi) 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.

(b) Interim Financial Statements

(i) obtain reasonable assurance on the process for preparing reliable quarterly interim financial statements from discussions with management and, where appropriate, reports from the external and internal auditors;
(ii) review and approve the interim financial statements of the Corporation and management's discussion and analysis related thereto when the same is not undertaken by the board of directors; and
(iii) obtain reasonable assurance from management about the process for ensuring the reliability of other public disclosure documents that contain audited and unaudited financial information.

(i) obtain reasonable assurance from discussions with and/or reports from management, and reports from external and internal auditors that the Corporation's accounting systems are reliable and that the prescribed internal controls are operating effectively;
(ii) direct the auditors' examinations to particular areas;
(iii) request the auditors to undertake special examinations (e.g., review compliance with conflict of interest policies);
(iv) review control weaknesses identified by the external and internal auditors, together with management's response;
(v) review the appointments of the chief financial officer and key financial executives; and
(vi) review accounting and financial human resources and succession planning within the corporation.

(d) Reporting

(i) report to the board of directors following each meeting on the major discussions and decisions made by the audit committee; and
(ii) review the audit committee's terms of reference periodically and propose recommended changes to the board of directors.

Composition and Regulations

(a) The audit committee shall be composed of at least three directors. The members and the chairperson of the audit committee shall be appointed by the board of directors for a one-year term and may serve any number of consecutive terms.

(b) The chairperson of the audit committee shall, in consultation with management and the auditors, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to members with sufficient time for study prior to the meeting.

(c) The audit committee shall have the power, authority and discretion delegated to it by the board of directors which shall not include the power to change the membership of or fill vacancies in the audit committee.

(d) The audit committee shall conform to the regulations which may from time to time be imposed upon it by the board of directors. The board of directors shall have the power at any time to revoke or override the authority given to or acts done by the audit committee except as to acts done before such revocation or act of overriding and to terminate the appointment or change the membership of the audit committee or fill vacancies in it as it shall see fit.

(e) The audit committee may meet and adjourn, as they think proper. A majority of the members of the audit committee shall constitute a quorum thereof. Questions arising shall be determined by a majority of votes of the members of the audit committee present, and in the case of an equality of votes, the chairperson shall not have a second or casting vote.

(f) A resolution approved in writing by all of the members of the audit committee shall be valid and effective as if it had been passed at a duly called meeting. Such resolution shall be filed with the minutes of the proceedings of the audit committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

(g) The audit committee shall keep regular minutes of its meetings and record all material matters and shall cause such minutes to be recorded in the books kept for that purpose and shall distribute such minutes to the board of directors.

(h) The audit committee shall have unrestricted and unfettered access to all Corporation personnel and documents and shall be provided with the resources necessary to carry out its responsibilities.

Schedule "C"

Mandate for the Board of Directors

Introduction

The directors (the "Board") of NiCAN Limited ("NiCAN") are responsible for the stewardship of NiCAN. The purpose of this mandate is to describe the principal duties and responsibilities of the Board as well as some of the policies and procedures the Board will adopt to assist it in discharging its duties and responsibilities.

Role and Responsibilities of the Board

The role of the Board is to represent the shareholders of NiCAN, enhance and maximize shareholder value and conduct the business and affairs of NiCAN ethically and in accordance with the highest standards of corporate governance. The Board is ultimately accountable and responsible for providing independent, effective leadership in supervising the management of the business and affairs of NiCAN.

The responsibilities of the Board include:

adopting a strategic plan;
risk identification and ensuring that procedures are in place for the management of those risks;
review and approval of annual operating plans and budgets;
corporate social responsibility, ethics and integrity;
CEO succession planning, including the appointment, training and supervision of management;
review the performance of the board and its members and nominate qualified individuals for election to the board by shareholders;
delegations and general approval guidelines for management;
monitoring financial reporting and management;
corporate disclosure and communications;
adopting measures for receiving feedback from stakeholders;
receive recommendations from committees and consider any resulting policies or policy updates, including officer and director share ownership guidelines;
adopting key corporate policies designed to ensure that NiCAN, its directors, officers and all employees comply with applicable, rules and regulations and conduct their business ethically and with honesty and integrity.

The Board will select one of its members to be appointed Chair at the first Board meeting following the annual general meeting of shareholders of NiCAN for such term as the Board may determine. The Board has a preference for an independent, non-executive Chair of the Board.

The Board will delegate responsibility for the day-to-day management of NiCAN's business and affairs to NiCAN's management.

The Board may delegate, to Board committees, certain matters which it is responsible. The Board will, however, retain its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

Composition of the Board

The Board believes that better corporate governance is promoted when a board of directors is made up of highly qualified individuals: i) from diverse backgrounds who reflect the changing population demographics of the markets and regions in which NiCAN operates, ii) of each gender, and iii) reflective of the talent available with the required expertise. When considering recommendations for nomination to the Board, the Board shall consider:

Candidates who are highly qualified based on their experience, functional expertise, and personal skills and qualities, and
Diversity criteria including gender, age, ethnicity and geographic background.

In addition to the criteria set out above and elsewhere herein, employees and directors of NiCAN ("Directors") will be recruited and promoted based upon their ability and contributions.

The Directors shall consist of persons who possess skills and competencies in areas that are: necessary to enable the Board and Board committees to properly discharge their duties and responsibilities; and relevant to NiCAN's activities.

At least 50% of the directors shall be individuals who are "independent" directors in accordance with applicable securities laws and stock exchange policies. Subject to the size and operations of NiCAN, the Board is committed to setting measurable objectives for the long-term goal of improving diverse representation across all levels of the organization.

The Board does not believe at this time it should establish term limits for directors as term limits could result in the loss of Directors who have been able to develop, over a period of time, significant insight into NiCAN and its operations and an institutional memory that benefits the Board as well as NiCAN and its stakeholders. The Board, on its initiative and on an exceptional basis, may exercise discretion to introduce maximum terms or mandatory retirement where it considers that such a limitation would benefit NiCAN and its stakeholders. The board composition will be reviewed on an annual basis.

Subject to the limitations herein, the Nomination and Corporate Governance Committee ("NCG") of the Board will annually (and more frequently, if appropriate) recommend candidates to the Board for election or appointment as Directors, taking into account the Board's conclusions with respect to the appropriate size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board Committees to properly discharge their responsibilities, and the competencies and skills of the current Board.

No director should serve on the board of a regulatory body with oversight of NiCAN. Each director should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the Director's time and availability for his or her commitment to NiCAN as well as his or her ability to exercise their fiduciary duties as directors.

Directors should advise the chair of the NGC Committee and the Chair of the Board of NiCAN before accepting membership on other public company boards of directors or any audit committee or other significant committee assignment on any other board of directors, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the director's relationship to NiCAN.

The CEO of NiCAN shall seek prior approval from the Chair before accepting any additional public company board positions, and the maximum number of public company boards the CEO can serve on must comply with guidelines set by ISS and Glass Lewis.

The Board nominates candidates for election by shareholders.

The shareholders of NiCAN elect the Directors annually.

The Corporate Secretary of NiCAN (the "Secretary") shall be secretary of the Board.

Directors are expected to comply with NiCAN's Code of Business Conduct & Ethics.

Strategic Planning Process and Risk Management

The Board will adopt a strategic planning process to establish objectives and goals for NiCAN's business and will review, approve and modify as appropriate the strategies proposed by senior management to achieve such objectives and goals. The Board will review and approve, at least on an annual basis, a strategic plan, which takes into account, among other things, the opportunities and risks of NiCAN's business and affairs.

The Board, in conjunction with management, will identify the principal risks of NiCAN's business and oversee management's implementation of appropriate systems to effectively monitor, manage and mitigate

the impact of such risks. A regular review of principal risks of NiCAN will be conducted to determine if further action should be taken to mitigate these risks.

Corporate Social Responsibility, Ethics, and Integrity

The Board will provide leadership to NiCAN in support of its commitment to Corporate Social Responsibility, set the ethical tone for NiCAN and its management, foster ethical and responsible decision making by management and review director and executive diversity, ensuring the workplace is free from harassment and oversight of health and safety.

The Board will take all reasonable steps to satisfy itself of the integrity of the Chief Executive Officer and management and satisfy itself that the Chief Executive Officer and management create a culture of integrity throughout the organization.

Succession Planning, Appointment and Supervision of Management

The Board will approve the succession plan for NiCAN, including the selection, appointment, supervision and evaluation of the Chief Executive Officer and the other senior officers of NiCAN, and will also approve the compensation of the Chief Executive Officer and the other senior officers of NiCAN.

Delegations and Approval Authorities

The Board will delegate to the Chief Executive Officer and senior management authority over the day-to-day management of the business and affairs of NiCAN. This delegation of authority will be subject to specified financial limits and any transactions or arrangements, in excess of general authority guidelines, will be reviewed by and subject to the prior approval of the Board.

Monitoring of Financial Reporting and Management

The Board will approve all regulatory filings where it is required to do so under applicable laws, rules and regulations. Without limiting the generality of the foregoing, the Board will approve the annual audited financial statements, interim financial statements, the notes and management discussion and analysis accompanying such financial statements, quarterly and annual reports, management proxy circulars, annual information forms and prospectuses. The Board will also approve capital investments out of the ordinary course of business, equity financings, borrowings out of the ordinary course of business and all annual operating plans and budgets.

The Board will adopt procedures to ensure the integrity of internal controls and management information systems, to ensure compliance with all applicable laws, rules and regulations, and to prevent violations of applicable laws, rules and regulations relating to financial reporting and disclosure, and violation of NiCAN's code of business conduct and ethics.

Corporate Disclosure and Communications

The Board will ensure that all corporate disclosure complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which NiCAN's securities are listed. In addition, the Board may adopt procedures for receiving feedback from stakeholders on material issues.

Corporate Policies

The Board will adopt and annually review policies and procedures designed to ensure that NiCAN, its directors, officers and employees comply with all applicable laws, rules and regulations and conduct NiCAN's business ethically and with honesty and integrity. Policies the Board may adopt include, without limitation:

Whistleblower Policy
Code of Business Conduct and Ethics
Foreign Corrupt Practices Policy
Insider Trading Policy
Human Rights Policy

Diversity & Inclusion Policy
Anti-Harassment Policy

Review of Mandate

The Corporate Governance Committee will annually review and assess the adequacy of this Mandate and recommend any proposed changes to the Board for consideration.

Approved by the Board on January 1, 2023.