NL2 Capital Inc. — Proxy Solicitation & Information Statement 2024

May 27, 2024

NL2 CAPITAL INC.

Notice of Annual and Special Meeting of Shareholders

Management Information Circular

Meeting Date: June 21, 2024

NL2 CAPITAL INC. 1300-1969 Upper Water Street, Halifax, NS B3J 3R7

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The annual and special meeting (" Meeting ") of the shareholders (" Shareholders ") of NL2 Capital Inc. (" Corporation ") will be held at the offices of McInnes Cooper, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Friday, June 21[st] , 2024 at 10:00 a.m. (Atlantic Time) for the following purposes:

• (a) to receive the financial statements of the Corporation for the year ended December 31, 2023, together with the report of the auditor thereon. No vote by Shareholders with respect thereto is required or proposed to be taken;

• (b) to elect directors of the Corporation for the forthcoming year;

• (c) to appoint the auditor of the Corporation for the forthcoming year and to authorize the directors to fix the auditor's remuneration;

• (d) to ratify, confirm and approve the Corporation’s incentive stock option plan; and

• (e) to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular (" Circular ") accompanying and forming part of this notice of meeting.

Only Shareholders of record as of the close of business on Friday, May 17, 2024, are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting as a Registered Shareholder , please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend the Meeting. Sending your proxy will not prevent you from voting at the Meeting. All proxies completed by Registered Shareholders must be received by the Corporation's transfer agent, Computershare Investor Services Inc., not later than Wednesday, June 19, 2024 at 10:00 a.m. (Atlantic Time) . A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

• (a ) by mail in the enclosed envelope;

• (b) by the Internet or telephone as described on the enclosed proxy; or

• (c) by registered mail , by hand or by courier to the attention of Computershare Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non -Registered Shareholders can be found on page 3 of the attached Circular.

If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted you should sign and return all proxies and voting instruction forms that you receive.

Dated at Halifax, Nova Scotia, as of the 23[rd] day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Chris Dobbin"

President, Chief Executive Officer, Chief Financial Officer and Secretary

NL2 CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING ................................................................. 1 BUSINESS TO BE TRANSACTED AT THE MEETING................................................................................................................ 5 Presentation of Financial Statements....................................................................................................................................... 5 Election of Directors .................................................................................................................................................................. 5 Appointment of Auditor ............................................................................................................................................................ 7 Approval of Incentive Stock Option Plan............................................................................................................................... 7 EXECUTIVE COMPENSATION ...................................................................................................................................................... 9 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ............................................... 11 CORPORATE GOVERNANCE ...................................................................................................................................................... 12 PROPOSALS BY SHAREHOLDERS ............................................................................................................................................. 15 ADDITIONAL INFORMATION..................................................................................................................................................... 15 APPROVAL OF CIRCULAR .......................................................................................................................................................... 15 APPENDIX A AUDIT COMMITTEE CHARTER ........................................................................................................................ 16

NL2 CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

(as at May 23, 2024 except as indicated) (in Canadian dollars)

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF NL2 CAPITAL INC. (" Corporation ") for use at the annual and special meeting of the shareholders of the Corporation (" Shareholders ") to be held at Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia, on Friday, June 21, 2024 at 10:00 a.m. (Atlantic Time) (" Meeting "), or at any adjournment thereof, for the purposes set forth in the accompanying notice of meeting (" Notice of Meeting ").

Solicitation of Proxies

Solicitation of proxies will be primarily by mail but may also be by telephone or other means of communication by the directors, officers, employees or agents of the Corporation at nominal cost. All costs of solicitation will be paid by the Corporation. The Corporation will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 ").

Appointment and Revocation of Proxies

Shareholders of the Corporation may be "Registered Shareholders" or "Non-Registered Shareholders". If common shares of the Corporation (" Common Shares ") are registered in the Shareholder's name, they are said to be owned by a " Registered Shareholder ". If Common Shares are registered in the name of an intermediary and not registered in the Shareholder's name, they are said to be owned by a " Non-Registered Shareholder ". An intermediary is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates. The instructions provided below set forth the different procedures for voting Common Shares at the Meeting to be followed by Registered Shareholders and Non-Registered Shareholders.

The persons named in the enclosed instrument appointing a proxy are officers and directors of the Corporation. Each Shareholder has the right to appoint a person or company (who need not be a Shareholder) to attend and act for him or her at the Meeting other than the persons designated in the enclosed form of proxy . Shareholders who have given a proxy also have the right to revoke it insofar as it has not been exercised. The right to appoint an alternate proxyholder and the right to revoke a proxy may be exercised by following the procedures set out below under " Registered Shareholders " or " Non-Registered Shareholders ", as applicable.

If any Shareholder receives more than one (1) proxy or voting instruction form, it is because that Shareholder's shares are registered in more than one form. In such cases, Shareholders should sign and submit all proxies or voting instruction forms received by them in accordance with the instructions provided.

Registered Shareholders

Registered Shareholders have two (2) methods by which they can vote their Common Shares at the Meeting, namely during the Meeting or by proxy. To assure representation at the Meeting, Registered Shareholders are encouraged to return the proxy included with the Circular. Sending in a proxy will not prevent a Registered Shareholder from voting at the Meeting. The vote will be taken and counted at the Meeting. Registered Shareholders who do not plan to attend the Meeting or who do not wish to vote during the Meeting can vote by proxy.

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Proxies must be received by the Corporation's transfer agent, Computershare Investor Services Inc. (" Computershare "), not later than Wednesday, June 19, 2024, at 10:00 a.m. (Atlantic Time) . A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

• (a ) by mail in the enclosed envelope; or

• (b) by the Internet or telephone as described on the enclosed proxy; or

• (c) by registered mail , by hand or by courier to the attention of Computershare Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

To exercise the right to appoint a person or company to attend and act for a Registered Shareholder at the Meeting, such Shareholder must strike out the names of the persons designated on the enclosed instrument appointing a proxy and insert the name of the alternate appointee in the blank space provided for that purpose.

To exercise the right to revoke a proxy, in addition to any other manner permitted by law, a Shareholder who has given a proxy may revoke it by instrument in writing, executed by the Shareholder or his or her attorney authorized in writing, or if the Shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited: (i) at the registered office of the Corporation, Suite 1300-1969 Upper Water Street, Halifax, Nova Scotia , Attn: Julie Robinson, at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or at any adjournment thereof, or (ii) with the chairman of the Meeting on the date of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked.

Non-Registered Shareholders

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as " NOBOs ". Non-Registered Shareholders who have objected to their intermediary disclosing the ownership information about themselves to the Corporation are referred to as " OBOs ".

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular, and either the voting instructions form (" VIF ") or the form of proxy, as applicable, (collectively, the " Meeting Materials ") directly to the NOBOs and indirectly, through intermediaries, to the OBOs. The Corporation will also pay the fees and costs of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

Meeting Materials Received by OBOs from Intermediaries:

The Corporation has distributed copies of the Meeting Materials to intermediaries for distribution to OBOs. Intermediaries are required to deliver these materials to all OBOs of the Corporation who have not waived their rights to receive these materials, and to seek instructions as to how to vote the Common Shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to OBOs.

OBOs who receive Meeting Materials will typically be given the ability to provide voting instructions in one of two ways:

• (a) Usually, an OBO will be given a VIF which must be completed and signed by the OBO in accordance with the instructions provided by the intermediary. In this case, the mechanisms described above for Registered Shareholders cannot be used and the instructions provided by the intermediary must be followed.

• (b) Occasionally, an OBO may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Common Shares owned by the OBO but is otherwise not completed. This form of proxy does not need to be signed by the OBO but must be completed

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by the OBO and returned to Computershare Investor Services Inc. in the manner described above for Registered Shareholders.

The purpose of these procedures is to allow OBOs to direct the proxy voting of the Common Shares that they own but that are not registered in their name. Should an OBO who receives either a form of proxy or a VIF wish to attend and vote at the Meeting (or have another person attend and vote on his or her behalf), the OBO should strike out the persons named in the form of proxy as the proxy holder and insert the OBO's (or such other person's) name in the blank space provided or, in the case of a VIF, follow the instructions provided by the intermediary. In either case, OBOs who received Meeting Materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, an OBO who has completed a proxy (or a VIF, as applicable) should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as "non-votes" because the intermediary has not received instructions from the OBO with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Common Shares represented by such "non-votes" will, however, be counted in determining whether there is a quorum.

Meeting Materials Received by NOBOs from the Corporation:

As permitted under NI 54-101, the Corporation has used a NOBO list to send the Meeting Materials directly to the NOBOs whose names appear on that list. If you are a NOBO and the Corporation's transfer agent, Computershare, has sent these materials directly to you, your name and address and information about your holdings of Common Shares of the Corporation have been obtained from the intermediary holding such shares on your behalf in accordance with applicable securities regulatory requirements.

As a result, any NOBO of the Corporation can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided. Computershare will tabulate the results of the VIFs received from the Corporation's NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs received by Computershare.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. The intermediary holding Common Shares on your behalf has appointed you as the proxyholder of such Common Shares, and therefore you can provide your voting instructions by completing the proxy included with this Circular in the same way as a Registered Shareholder. Please refer to the information under the heading " Registered Shareholders " for a description of the procedure to return a proxy, your right to appoint another person or company as your proxy to attend the Meeting, and your right to revoke the proxy.

- Participation in the Meeting by Non Registered Shareholders:

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

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Notice-and-Access

The Corporation is not sending the Meeting Materials to Registered Shareholders or Non-Registered Shareholders using notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102, Continuous Disclosure Obligations .

Exercise of Proxies

Where a choice is specified, the Common Shares represented by proxy will be voted for, withheld from voting or voted against, as directed, on any poll or ballot that may be called. Where no choice is specified, the proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy. The proxy also confers discretionary authority to vote for, withhold from voting, or vote against amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business that will be presented at the Meeting other than that referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed instrument appointing a proxy to vote in accordance with the recommendations of management of the Corporation.

Voting Shares

The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 18,974,500 are issued and outstanding as of the date hereof.

The board of directors of the Corporation (the " Board " or " Board of Directors ") has fixed the record date for the Meeting as the close of business on Friday, May 17, 2024 (the " Record Date "). Only Shareholders of record as of the close of business on the Record Date will be entitled to vote at the Meeting.

Shareholders entitled to vote shall have one (1) vote each on a show of hands and one (1) vote per Common Share at the Meeting.

Quorum

Two (2) persons present and each entitled to vote at the Meeting and authorized to cast at the Meeting in aggregate not less than ten percent (10%) of the total number of votes attaching to all shares of the Corporation carrying the right to vote will constitute a quorum at the Meeting.

Principal Shareholders

As of the date hereof:

• Chris Dobbin beneficially owns, or exercises control or direction over, directly or indirectly, 2,719,000 Common Shares or 14.33% of the issued and outstanding Common Shares;

• Wayne Myles and the Estate of Norman Wayne Fulcher each beneficially own, or exercise control or direction over, directly or indirectly, 2,500,000 Common Shares or 13.17% of the issued and outstanding Common Shares; and

• Todd McDonald and Nicklas Coleman each beneficially own, or exercise control or direction over, directly or indirectly, 2,000,000 Common Shares or 10.54% of the issued and outstanding Common Shares.

To the knowledge of the directors and executive officers of the Corporation, no other person or company beneficially owns, or exercises control or direction over, directly or indirectly, ten percent (10%) or more of the voting rights attached to the outstanding Common Shares.

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BUSINESS TO BE TRANSACTED AT THE MEETING

Presentation of Financial Statements

The financial statements of the Corporation, the auditor's report thereon and management's discussion and analysis for the year ended December 31, 2023, are filed on SEDAR+ under the Corporation's profile and will be presented to the Shareholders at the Meeting.

Election of Directors

The Articles of Incorporation of the Corporation provide that the size of the Board must consist of not less than one (1) director and not more than ten (10) directors to be elected annually.

The persons named in the list that follows are the current directors of the Corporation and all are, in the opinion of management, well qualified to direct the Corporation's activities for the ensuing year. They have all confirmed their willingness to continue to serve as directors, if re-elected. The term of office of each director elected will be until the next annual meeting of the Shareholders or until the position is otherwise vacated.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Common Shares represented by the proxies hereby solicited shall be voted for the election of the nominees whose names are set forth below. Management does not contemplate that any of these proposed nominees will be unable to serve as a director of the Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing a proxy will have the right to use their discretion in voting for a properly qualified substitute.

Name, City and Province of Residence	Principal Occupation	Director Since	Current Position(s) with the Corporation	Common Shares of the Corporation Owned, Controlled or Directed
Chris Dobbin Halifax, NS, Canada	President and CEO of Nova Leap Health Corp.	March 4, 2022	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	2,719,000(1)
Dana Hatfield(2) Halifax, NS, Canada	Chief Financial Officer, GoGold Resources Inc., a mineral exploration and production company	March 4, 2022	Director	1,000,000
Michael O’Keefe(2) Halifax, NS, Canada	Executive Advisor, Aqualitas Inc., a licenced aquaponics cultivation company	March 4, 2022	Director	1,200,000
Wayne Myles, KC(2) Grande-Digue, NB, Canada	Chairman, Lighthouse Realty Atlantic Inc., and Counsel with Cox & Palmer, an Atlantic Canada based law firm	March 4, 2022	Director	2,500,000

Notes:

(1) 2,510,000 Common Shares are held by Precipice Holdings Limited, a company controlled by Mr. Dobbin.

(2) Member of the Audit Committee. Mr. O’Keefe is the Chair of the Audit Committee.

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Chris Dobbin, CPA, CA, ICD.D – Director, Chief Executive Officer, Chief Financial Officer and Secretary – Chris Dobbin is the Founding President & CEO of Nova Leap Health Corp. (TSXV: NLH), a co-owner and director of Earth Angels Home Care, a non-medical and skilled nursing private duty home care agency servicing rural areas of Nova Scotia, and the CEO and director of the Corporation. Mr. Dobbin has over 25 years of professional experience, has been named one of Atlantic Canada’s Emerging Leaders, is an EY Entrepreneur of the Year® 2019 Atlantic award winner, and has received national recognition as the recipient of the 2013 Exempt Market Dealers Association (" EMDA ") Private Debt Deal of the Year and 2012 EMDA Private Equity Deal of the Year awards.

Mr. Dobbin is a Chartered Professional Accountant, a member of YPO, has a Bachelor of Commerce degree from Mount Allison University, holds the ICD.D designation and is a former Director of the Private Capital Markets Association of Canada.

Dana Hatfield, CPA, CA – Director – Dana Hatfield is the Chief Financial Officer of GoGold Resources Inc. (TSX: GGD), a Canadian company which produces silver and gold in Mexico, and he has over 25 years of financial leadership in increasingly senior roles. Prior to joining GoGold Resources Inc., Mr. Hatfield served as CFO for Brigus Gold Corp., Senior Vice President Finance for AuRico Gold Inc., and Director of Finance with the Eastern Canada division of Sysco Corporation. In his current and past roles, Mr. Hatfield has or has had oversight over financial reporting, internal controls, budgeting and planning, equity and debt financings, and operational finance functions. Prior to this, he was a Senior Manager with an international accounting firm advising various public companies on Canadian and US stock exchange regulations, equity financings, and general financial management. Mr. Hatfield is a director of Nova Leap Health Corp.

Mr. Hatfield is a Chartered Professional Accountant and has a Bachelor of Commerce degree from Dalhousie University in Halifax, Nova Scotia.

Michael O’Keefe, CPA, CMA – Director – Michael O’Keefe is the Executive Advisor and a founding Director of Aqualitas Inc., a licensed aquaponics cultivation company with national distribution across Canada, as well as international interests. Mr. O’Keefe formerly served as the Chief Financial Officer for Aqualitas Inc and currently serves as Director of FinLeaf Technologies, a green AgTech company focused on aquaponic systems. Mr. O’Keefe has over 30 years in senior financial positions for both public and private companies, including previously serving as Chief Financial Officer of Morien Resources Corp. and Advanced Primary Minerals Corp., both mineral exploration companies listed on the TSX Venture Exchange. Mr. O’Keefe was previously Director of Finance for Erdene Resource Development Corporation (" Erdene "), a precious metals exploration company operating in Mongolia , and was part of the senior management team for one of the "50 Best Managed" private companies in Canada before joining Erdene’s management team. Mr. O’Keefe is a director of Nova Leap Health Corp. Mr. O’Keefe also served as an independent Board member for Chebucto Terence Bay Wind Field Ltd., from initial planning through to its commercial operation date.

Mr. O’Keefe is a Chartered Professional Accountant, has a Master of Business Administration from St. Mary’s University and a Bachelor of Business Administration degree from St Francis Xavier University.

Wayne Myles, KC, FIIC – Director – Wayne Myles has been counsel to the Atlantic Canada based law firm Cox and Palmer since 2012. He is also an investor in and the chairman of a diversified group of commercial real estate holding companies, together with other entities, operating in Atlantic Canada. Mr. Myles is also on the Boards of Torrent Capital Ltd. and Nova Leap Health Corp. and recently retired from the Board of the Insolvency Institute of Canada after six years of service. In 2022, he was appointed a Fellow (FIIC) of the Insolvency Institute of Canada. He is a former member of the Board of CPA Newfoundland and a former Chairman of the Board of Newfoundland and Labrador Liquor Corporation, is Past Chairman of the Board of Victoria Order of Nursing (VON) Canada and a past President of the St. John’s Rotary Club. As a corporate lawyer, and in addition to his domestic practice, Mr. Myles has over 30 years of experience in international M&A, regulatory affairs and financings, and has led many transactions and projects for buyers, sellers, operators, shareholders and debt issuers, involving cumulative deal values in multiple billions of US$.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, no proposed director of the Corporation:

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

• (b) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceeds, arrangement or compromise with creditors, or had a received, receiver manager or trustee appointed to hold the assets of the proposed director.

Wayne Myles, a director of the Corporation, was acting as director of Big Erics Inc. (“ Big Erics ”) and Big Erics’ affiliated company, Terra Nova Old Port Foods Inc. (“ Terra Nova ”, and together with Big Erics, the “ Applicants ”), when the Applicants filed an application in July 2023 with the Supreme Court of Newfoundland and Labrador (the “ Court ”) pursuant to the Companies’ Creditors Arrangement Act (“ CCAA ”). The application sought a stay of proceedings to facilitate and initiate a restructuring process under the CCAA. The Court granted the application and an initial order on July 18, 2023, and pursuant to subsequent amended and restated orders, the Court-approved stay of proceedings was extended to June 30, 2024. As part of the restructuring of Terra Nova, on or about August 31, 2023, following an orderly sale of operating assets under the oversight of the Court appointed Monitor, Terra Nova ceased active operations. As of the date of this Circular, Big Erics has completed the going concern sale of substantially all its operating assets and is following through with post-closing transactional and CCAA administrative matters. Mr. Myles continues to serve as director of both Big Erics and Terra Nova as of the date of this Circular.

Appointment of Auditor

KPMG LLP has been the auditor of the Corporation since its incorporation. Management recommends the reappointment of KPMG LLP. The Shareholders will be asked at the Meeting to vote for the appointment of KPMG LLP as auditor of the Corporation until the next annual meeting of Shareholders of the Corporation, at a remuneration to be fixed by the Board.

It is intended that all proxies received will be voted in favour of the appointment of KPMG LLP as auditor of the Corporation, unless a proxy contains instructions to withhold the same from voting. Greater than 50% of the votes of Shareholders present or represented by proxy at the Meeting are required to approve the appointment of KPMG LLP as auditor of the Corporation.

Approval of Incentive Stock Option Plan

The Board of Directors of the Corporation approved a 10% “rolling” incentive stock option plan on December 22, 2022 (the “ Plan ”). Under the Plan, the Board of Directors may from time to time, in its discretion, and in accordance with TSX Venture Exchange (“ TSX-V ” or “ Exchange ”) requirements (including Policy 2.4 - Capital Pool Companies (the “ CPC Policy ”)) and applicable securities legislation, grant to directors, officers and technical consultants to the Corporation non-transferable options to purchase Common Shares (“ CPC Stock Options ”), provided that the number of Common Shares reserved for issuance will not exceed ten percent (10%) of the Common Shares of the Corporation issued and outstanding as at the date of grant of any CPC Stock Option, and that the exercise period does not exceed ten (10) years from the date of grant. The following summary description of the Plan is qualified in its entirety by the text of the Plan, which is attached as Appendix B to the management information circular of the Corporation dated August 4, 2023.

The exercise price of CPC Stock Options are set by the Board of Directors at the time such CPC Stock Options are granted and shall not be less than the Discounted Market Price (as defined in Exchange Policy 1.1 - Interpretation and subject to Exchange Policy 4.4 – Security Based Compensation ).

The number of Common Shares issuable to any individual director or officer may not exceed five percent (5%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of the CPC Stock Option.

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The number of Common Shares issuable at any given time to all technical consultants in aggregate may not exceed two percent (2%) of the issued and outstanding Common Shares of the Corporation as at the date of grant of any CPC Stock Option.

Subject to the Corporation receiving Disinterested Shareholder Approval (as defined in the Plan), (i) the number of Common Shares that are issuable pursuant to CPC Stock Options granted to Insiders (as defined in the Plan) (as a group) must not exceed 10% of the issued and outstanding Common Shares at any point in time; and (ii) the number of Common Shares that are issuable pursuant to all CPC Stock Options granted in any twelve (12) month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Common Shares, calculated as at the date any CPC Stock Option is granted to any Insider.

An optionee that ceases to be a director, officer or technical consultant of the Corporation, for any reason other than termination for cause or death of the optionee, may exercise such optionee’s CPC Stock Option at any time within ninety (90) days following the date that the optionee ceased to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer (as defined in the CPC Policy), provided that the exercise of the CPC Stock Option must be (i) prior to the expiry date of the CPC Stock Option that would otherwise apply if not for the optionee ceasing to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, in accordance with the terms of the CPC Stock Option; and (ii) only to the extent that the optionee was entitled to exercise such CPC Stock Option at the date such optionee ceased to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, as the case may be. If an optionee ceases to be a director, officer or technical consultant of the Corporation due to termination for cause, such optionee’s CPC Stock Options will expire immediately. If an optionee dies prior to the expiry of their CPC Stock Options, the CPC Stock Options may be exercised by the optionee’s legal representatives within one year from the date of the optionee’s death, or the earlier expiry of such CPC Stock Option.

Notwithstanding the foregoing, the term of a CPC Stock Option must expire not later than twelve (12) months after the optionee ceases to be a director, officer or technical consultant of the Corporation, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such CPC Stock Option.

All CPC Stock Options and Common Shares issued prior to the date of the Final QT Exchange Bulletin (as defined in the CPC Policy) pursuant to the exercise of CPC Stock Options are subject to escrow under a CPC escrow agreement (the “ CPC Escrow Agreement ”). Common Shares held in escrow will be released from escrow as prescribed in the CPC Escrow Agreement, which includes the following release provisions:

(a) All CPC Stock Options granted prior to the date of the Final QT Exchange Bulletin and all Common Shares issued pursuant to the exercise of such CPC Stock Options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than CPC Stock Options that were granted prior to the Corporation’s initial public offering with an exercise price that was less than the issue price of the Common Shares under that offering and any Common Shares issued pursuant to the exercise of such CPC Stock Options which will be released in accordance with (b) below; and

(b) Except for the CPC Stock Options and Common Shares issued pursuant to the exercise of such CPC Stock Options that are released in accordance with the above, all Common Shares held in escrow will be released from escrow in accordance with the following schedule:

Release Dates	Percentage to be Released
Date of FinalQT Exchange Bulletin	25%
Date 6 months followingFinalQT Exchange Bulletin	25%
Date 12 months following Final QT Exchange Bulletin	25%
Date 18 months following Final QT Exchange Bulletin	25%
TOTAL	100%

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Annual Approval of the Plan

At the Meeting, Shareholders will be asked to approve the following ordinary resolution approving, adopting and ratifying the Plan (the " Plan Resolution "):

BE IT RESOLVED as an ordinary resolution of the Shareholders of the Corporation that:

1. the Plan in the form attached as Appendix B to the management information circular of the Corporation dated August 4, 2023, be and the same is hereby ratified, confirmed and approved subject to applicable regulatory approval;

2. the form of the Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the Shareholders;

3. any one of the directors or officers of the Corporation is hereby authorized to take all such actions and execute and deliver all such documents as are necessary or desirable for the implementation of this resolution; and

4. notwithstanding the approval of the Shareholders as herein provided, the Board of Directors of the Corporation may, in its sole discretion, at any time suspend or terminate the Plan in accordance with its terms or revoke this resolution before it is acted upon, without further approval of the Shareholders of the Corporation.

The directors of the Corporation believe the Plan is in the Corporation’s best interests and recommend that the Shareholders approve the Plan Resolution. It is intended that all proxies received will be voted in favour of approving the Plan Resolution, unless a proxy contains instructions to vote against. Greater than 50% of the votes of Shareholders present in person or by proxy are required to approve the Plan Resolution.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

The following sets forth the information required under Form 51-102F6V, Statement of Executive Compensation – Venture Issuers (" Form 51-102F6V ") regarding all compensation paid, payable, awarded, granted, given, or otherwise provided during the financial period ended December 31, 2022 and the year ended December 31, 2023 to all persons acting as directors or as " Named Executive Officers " or " NEOs ".

The following persons are Named Executive Officers of the Corporation under Form 51-102F6V:

• (a) the Corporation’s chief executive officer (" CEO ");

• (b) the Corporation’s chief financial officer (" CFO ");

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

• (d) any additional individuals who would have been an NEO under (c) except that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

For the financial year ended December 31, 2023, the Corporation had one NEO, Chris Dobbin, the CEO and CFO of the Corporation.

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Total Compensation

The following table sets forth all compensation paid or payable to each director and NEO by the Corporation during the financial period ended December 31, 2022 and the year ended December 31, 2023.

		Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of all other compensation ($)	Total compensation ($)
Chris Dobbin Director, President, CEO, CFO and Secretary	2023	Nil	Nil	N/A	Nil	Nil
	2022	Nil	Nil	N/A	Nil	Nil
Dana Hatfield Director	2023	Nil	Nil	N/A	Nil	Nil
	2022	Nil	Nil	N/A	Nil	Nil
Michael O’Keefe Director	2023	Nil	Nil	N/A	Nil	Nil
	2022	Nil	Nil	N/A	Nil	Nil
Wayne Myles, KC Director	2023	Nil	Nil	N/A	Nil	Nil
	2022	Nil	Nil	N/A	Nil	Nil

Compensation Securities

The following table sets forth all compensation securities granted or issued to each director and NEO by the Corporation in the financial year ended December 31, 2023.

		Compensation	Compensation	Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Chris Dobbin Director, President, CEO, CFO and Secretary	Stock options	545,000	March 27, 2023	$0.05	N/A	$0.07	March 27, 2033
Dana Hatfield Director	Stock options	275,000	March 27, 2023	$0.05	N/A	$0.07	March 27, 2033
Michael O’Keefe Director	Stock options	275,000	March 27, 2023	$0.05	N/A	$0.07	March 27, 2033
Wayne Myles, KC Director	Stock options	275,000	March 27, 2023	$0.05	N/A	$0.07	March 27, 2033

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Incentive Plans

The Plan is the sole equity compensation plan adopted by the Corporation. For a description of the Plan, see " Business to be Transacted at the Meeting – Approval of Incentive Stock Option Plan ".

Employment, Consulting and Management Agreements

There are currently no written employment, consulting or management agreements in place. Mr. Dobbin provides his services to the Corporation under an oral engagement agreement.

Oversight and Description of Director and Named Executive Officer Compensation

The Corporation’s Board of Directors is responsible for the oversight of the Corporation’s strategy, policies and programs for the compensation and development of directors and NEOs.

Named Executive Officer Compensation

The Corporation does not currently have a formal executive compensation program in place. Compensation of the Corporation’s NEOs is determined by the Board. Named Executive Officers are eligible to receive options pursuant to the Plan at the discretion of the Board.

Director Compensation

The Corporation does not pay fees to its Board members at this time. Directors are eligible to receive options pursuant to the Plan at the discretion of the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Plan is the sole equity compensation plan adopted by the Corporation. The following table sets out information as of December 31, 2023 with regard to outstanding options and Common Shares authorized for issuance under the 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 (Cdn) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) (c)
Stock Options	1,370,000	N/A	527,450
Total:	1,370,000	N/A	527,450(1)

Notes:

(1) This number equals 10% of the total issued and outstanding Common Shares on December 31, 2023 (which was 18,974,500) less the number of Common Shares reported under Column (a) above.

For a description of the Plan, see " Business to be Transacted at the Meeting – Approval of Incentive Stock Option Plan ".

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CORPORATE GOVERNANCE

The Board endorses the efforts of the securities commissions or similar regulatory authorities across Canada in continuing the evolution of good corporate governance practices. The Board is committed to adhering to the highest standards in all aspects of its activities.

The corporate governance practices described below are subject to change as the Corporation evolves. Some of its practices are representative of its junior size; however, the Corporation expects to periodically monitor and refine such practices as the size and scope of its operations increase. The Board shall remain sensitive to corporate governance issues and shall continuously seek to set up the necessary measures, control mechanisms and structures to ensure an effective discharge of its responsibilities without creating additional undue overhead costs and reducing the return on shareholders' equity.

Board of Directors

The Board is currently comprised of four (4) directors, three (3) of whom are "independent" within the meaning of National Instrument 52-110, Audit Committees (" NI 52-110 "). Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Corporation's Board of Directors, be reasonably expected to interfere with the exercise of the directors' independent judgment. In addition, certain individuals, by definition, are deemed to have a "material relationship" with the Corporation and therefore are deemed not to be independent.

Dana Hatfield, Michael O’Keefe and Wayne Myles, current directors of the Corporation, are considered independent of the Corporation. Chris Dobbin is not considered independent as he is the President, CEO, CFO and Secretary of the Corporation.

The Board of Directors meets at least once each calendar quarter and otherwise as required. The frequency of the meetings and the nature of the meeting agendas are dependent on the nature of the business and affairs which the Corporation faces from time to time. The independent directors are given the opportunity to meet separately at the end of each meeting of the Board of Directors, but do not hold regularly scheduled meetings at which the nonindependent director and members of management are not in attendance. Having considered the current size of the Board of Directors, the majority of independent directors on the Board of Directors, the experience of the independent directors with other reporting issuers and the opportunity to hold separate meetings of the independent directors, the Board of Directors believes that there is sufficient leadership for the independent directors.

Directorships

Mr. Dobbin, Mr. Hatfield, and Mr. O’Keefe serve on the board of directors of Nova Leap Health Corp. and Mr. Wayne Myles serves on the boards of directors of Torrent Capital Ltd and Nova Leap Health Corp.

Orientation and Continuing Education

Given the size of the Board of Directors, there is no formal program for the orientation and education of new recruits to the Board of Directors. The Board of Directors endeavours to facilitate continuing education for directors to ensure they keep up to date on changing governance issues and requirements and legislation or regulations in their field of experience and maintain the skills and knowledge necessary to meet their obligations as directors of the Corporation.

Ethical Business Conduct

Through the Board's ongoing supervision of the Corporation's business and affairs, the directors encourage and promote a corporate culture of ethical business conduct. The Board of Directors believes that the fiduciary duties and restrictions applicable to real or potential conflicts of interest placed on directors and officers by corporate legislation and the common law are sufficient to ensure that the directors and officers act in the best interests of the Corporation. Accordingly, the Board of Directors has not adopted a formal code of business conduct at this time.

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Certain of the Corporation’s directors serve as directors or officers of other reporting issuers or have significant shareholdings in other companies. To the extent that such other companies may participate in business ventures in which the Corporation may participate, the directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such director will not participate in negotiating and concluding terms of any proposed transaction. In addition, any director or officer who may have an interest in a transaction or agreement with the Corporation is required to disclose such interest and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Diversity of the Board & Senior Management

While the Corporation believes that nominations to the Board and appointments to senior management should be based on merit, the Corporation recognizes that diversity supports broader and balanced perspective, debate and discussion which, in turn, enhances decision-making.

The Board will strive for inclusion of diverse groups, knowledge and viewpoints on the Board and in executive officer positions. In conjunction with its consideration of the qualifications and experience of potential directors and executive officers, as well as the skills, expertise, experience and independence which the Board requires to be effective, the Board will consider the level of diversity (including the representation of women, Indigenous peoples, persons with disabilities or members of visible minorities (collectively, " members of designated groups ")) on the Board when identifying and nominating candidates for election or re-election to the Board, and will consider the level of diversity (including the representation of members of designated groups) in executive officer positions when the Board makes executive officer appointments. The Board will be responsible for recommending qualified persons for Board nominations and in doing so, it will consider the benefits of all aspects of diversity on the Board and develop recruitment protocols that seek to include diverse candidates, including proactively searching for diverse candidates in the recruitment process.

The Corporation has not adopted a formal written diversity policy and has not established targets with respect to the appointment of individuals to the Board or senior management who self-represent as being members of designated groups. Due to the small size of the Board and the management team, the Board does not believe that a formal policy is necessary to ensure that diversity (including the level of representation of members of designated groups) is included as a factor in its decision-making when identifying and nominating candidates for election or re-election to the Board and for senior management positions.

As of the date hereof, the Corporation has four directors and one member of senior management, which member of senior management is also a director. None of the Corporation’s directors or members of senior management identify as being an Indigenous person, a person with a disability, a member of a visible minority or a woman.

Compensation

Remuneration of the executive officers of the Corporation is determined by the Board. The Board also administers the Plan, including any option grants to the directors and officers. The Corporation does not pay fees to its Board members or executive officers at this time.

Audit Committee

Audit Committee's Charter

The Audit Committee has a written charter, a copy of which is included in Appendix A.

Composition of the Audit Committee

The members of the Audit Committee are Wayne Myles, Dana Hatfield and Michael O'Keefe (Chair). All members of the Audit Committee are independent and financially literate within the meaning of NI 52-110.

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Relevant Education and Experience

For a summary of the education and experience of each Audit Committee member relevant to their responsibilities on the Audit Committee, see their biographies included under " Business to be Transacted at the Meeting – Election of Directors ".

Reliance on Certain Exemptions

At no time since incorporation has the Corporation relied upon the exemptions in section 2.4 of NI 52-110 ( De Minimis Non-audit Services), subsection 6.1.1(4) of NI 52-110 ( Circumstance Affecting the Business or Operations of the Venture Issuer ), subsection 6.1.1(5) of NI 52-110 ( Events Outside Control of Member ), subsection 6.1.1(6) of NI 52110 ( Death, Incapacity or Resignation ) or an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemption ) of NI 52-110. The Corporation is relying on the exemption set out in section 6.1 of NI 52-110 applicable to venture issuers.

Pre-Approval Policies and Procedures

Except as otherwise set forth in the Audit Committee charter, the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Services Fees

The aggregate fees incurred for audit and non-audit services provided by KPMG LLP for the period from March 4, 2022, the date of incorporation, to December 31, 2022 and the year ended December 31, 2023 are as follows:

Nature of Services	Year ended December 31, 2023	Period ended December 31, 2022
Audit Fees(1)	$15,996.50	$13,781.60
Audit-Related Fees(2)	$0	$0
Tax Fees(3)	$0	$0
All Other Fees(4)	$0	$0
Total	$15,996.50	$13,781.60

Notes:

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

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

(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This includes fees for tax compliance, tax planning and tax advice.

(4) "All Other Fees" include all other non-audit services provided by KPMG LLP.

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Assessments

The responsibility for assessing directors on an ongoing basis is assumed in full by the Board and every director is entitled to bring the matter to the Board of Directors. The Board does not perform regular assessments; however, the Board believes that the size of the Corporation facilitates informal discussion and evaluation of the Board, its committees and its members.

PROPOSALS BY SHAREHOLDERS

Pursuant to the Canada Business Corporations Act , resolutions intended to be presented by Shareholders for action at the next annual meeting must comply with the provisions of the Canada Business Corporations Act and be deposited at the Corporation's head office not later than March 25, 2025, in order to be included in the management information circular relating to the next annual meeting.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be obtained from the Corporation's public disclosure found on the SEDAR+ website at www.sedarplus.ca . Financial information is provided in the Corporation's comparative annual financial statements and management discussion & analysis (" MD&A ") for its most recently completed financial year. The financial statements and MD&A are available on SEDAR+ at www.sedarplus.ca .

To request copies of the Corporation's financial statements or MD&A, Shareholders may contact Chris Dobbin at NL2 Capital Inc., 1300-1969 Upper Water Street, Halifax, NS B3J 3R7, Telephone (902) 401-9480.

APPROVAL OF CIRCULAR

The contents and the distribution of this Circular have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS, as of the 23[rd] day of May, 2024.

(Signed) "Chris Dobbin" President, Chief Executive Officer, Chief Financial Officer and Secretary

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APPENDIX A AUDIT COMMITTEE CHARTER

NL2 CAPITAL INC.

AUDIT COMMITTEE CHARTER

1.0 PURPOSE

• 1.1 The Audit Committee (" Committee ") is a standing committee of the board of directors (the " Board ") of NL2 Capital Inc. (the " Corporation ") charged with assisting the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

• serve as an independent and objective party to oversee the Corporation’s accounting and financial reporting processes, internal control system, and external audits of its financial statements;

• review and appraise the performance of the Corporation’s external auditors; and

• provide an open avenue of communication among the Corporation’s auditors, financial and senior management, and the Board.

• 2.0

COMMITTEE MEMBERSHIP

• 2.1 The Board shall annually appoint a minimum of three (3) directors to the Committee, a majority of whom shall not be executive officers, employees or control persons of the Corporation or any of its associates or affiliates.

• 2.2 If the Corporation ceases to be a "venture issuer" (as that term is defined in National Instrument 52-110 – Audit Committees (" NI 52-110 ")), then all of the members of the Committee shall be financially literate and independent (as those terms is defined in NI 52-110).

• 2.3 If the Corporation ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all members of the Committee shall be financially literate. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

• 2.4 Members of the Committee shall typically be appointed at the first meeting of the Board held following each annual meeting of the shareholders of the Corporation.

• 2.5 A member may resign or be removed from the Committee at any time and thereafter shall be replaced by the Board. A member of the Committee will automatically cease to be a member at such time as that individual ceases to be a director of the Corporation.

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3.0 CHAIR OF THE COMMITTEE

• 3.1 The Board shall in each year appoint a chair of the Committee (" Chair ") from among the members of the Committee. In the Chair’s absence, or if the position is vacant, the Committee may select another member to act as interim Chair.

• 3.2 The Chair shall be responsible to ensure the Committee meets regularly and performs its duties as set out herein, and to report to the Board on the activities of the Committee.

4.0 RESPONSIBILITIES AND DUTIES

• 4.1 To fulfill its responsibilities and duties, the Committee shall:

Financial Statement and Disclosure Matters

• (a) review the annual audited financial statements, and shall report thereon to the Board;

• (b) review the interim unaudited financial statements and, if satisfactory, approve such interim unaudited financial statements;

• (c) satisfy itself that the Corporation's annual audited financial statements are fairly presented in accordance with applicable Canadian generally accepted accounting principles and recommend to the Board whether the annual financial statements should be approved and included in the Corporation’s annual report, if any;

• (d) satisfy itself that the information contained in the Corporation's interim financial statements, management discussion and analysis (" MD&A "), and any other financial publication or disclosure of financial information extracted or derived from the Corporation's financial statements does not include any untrue statement of any material fact or omit to state a material fact that is required or necessary to avoid making a statement that is misleading in light of the circumstances under which it was made;

• (e) review the Corporation’s financial statements, MD&A and, if applicable, annual and interim earnings press releases referring to financial information before the information is publicly disclosed, and ensure that adequate procedures are in place for the review of any other public disclosure derived from the Corporation’s financial statements, and periodically assess the adequacy of those procedures;

• (f) discuss with management and the external auditor significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including any significant changes in the Corporation's selection or application of accounting principles, any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies;

• (g) review and discuss reports from the external auditor on:

• (i) all critical accounting policies and practices to be used;

• (ii) all alternative treatments of financial information within applicable Canadian generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and

• (iii) other material written communications between the external auditor and management, such as any management letter or schedule of unadjusted differences;

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Oversight of the Corporation's External Auditors

• (h) make recommendations to the Board regarding the selection and compensation of the external auditor to be put forth for appointment at each annual meeting of the Corporation;

• (i) satisfy itself that the external auditor reports directly to the Committee;

• (j) oversee the work of the external auditor engaged to prepare or issue an auditor's report or perform other audit, review, or attest services for the Corporation, including the resolution of any disagreements between management and the external auditor regarding financial reporting;

• (k) obtain and review a report from the external auditor at least annually regarding:

• (i) the external auditor's internal quality-control procedures;

• (ii) any material issues raised by the most recent internal quality control review, or peer review, of the external audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;

• (iii) any steps taken to deal with any such issues; and

• (iv) all relationships between the external auditor and the Corporation, including non-audit services;

• (l) evaluate the qualifications, performance and independence of the external auditor, including considering whether the external auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence, taking into account the opinions of management, and to present its conclusions with respect to the external auditor to the Board;

• (m) satisfy itself of the rotation of the audit partners and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis;

• (n) meet with the external auditor and financial management of the Corporation to review the scope of the proposed audit for the current year and the audit procedures to be used;

• (o) satisfy itself that the audit function has been effectively carried out and that any matter which the external auditor wishes to bring to the attention of the Board has been addressed and that there are no unresolved differences between management and the external auditor;

• (p) pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Corporation by its external auditor, subject to the de minimis exceptions for non-audit services described in NI 52-110, section 2.4, which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at its next scheduled meeting;

• (q) 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;

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Financial Reporting and Risk Management

• (r) review the audit plan of the external auditor for the current year, and review advice from the external auditors relating to management and internal controls and the Corporation's responses to the suggestions made therein;

• (s) discuss with management the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation's risk assessment and risk management policies;

• (t) satisfy itself that the Corporation has implemented appropriate systems of internal control over financial reporting, the safeguarding of the Corporation's assets and other "risk management" functions affecting the Corporation's assets, management and financial and business operations, and that these systems are operating effectively;

Compliance Oversight Responsibilities

• (u) establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;

• (v) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

• (w) discuss with management and the external auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation's financial statements or accounting policies;

• (x) discuss with the Corporation's general counsel or outside counsel, as appropriate, legal matters that may have a material impact on the financial statements, or the Corporation's compliance policies; and

• (y) satisfy itself that all regulatory compliance issues have been identified and addressed and identifying those that require further work.

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

5.0 GENERAL RESPONSIBILITIES

• 5.1 The Committee shall:

• (a) make regular reports to the Board;

• (b) have the right, for the purpose of performing their duties:

  • (i) to inspect all the books and records of the Corporation and its subsidiaries;

  • (ii) to discuss such accounts and records and any matters relating to the financial position of the Corporation with the officers and auditor of the Corporation and its subsidiaries; and

  • (iii) to commission reports or supplemental information relating thereto;

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• (c) permit the Board to refer to the Committee such matters and questions relating to the financial position of the Corporation and its affiliates or the reporting related thereto as the Board may from time to time see fit; and

• (d) perform any other activities consistent with this Charter, the Corporation's By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.

6.0 MEETINGS

• 6.1 The Chair will appoint a secretary who will keep minutes of all meetings (" Secretary "). The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

• 6.2 No business shall be transacted by the Committee unless a quorum of the Committee is present or the business is transacted by resolution in writing signed by all members of the Committee. A majority of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one half of the number of members plus one shall constitute a quorum.

• 6.3 The Committee shall meet as often as it deems necessary to carry out its responsibilities but not less frequently than quarterly.

• 6.4 The time, place, and procedure of the meetings of the Committee shall be determined by the Committee, unless otherwise provided for in the By-Laws of the Corporation or otherwise determined by resolution of the Board.

• 6.5 Meetings may be held in person, by teleconferencing, or by videoconferencing.

• 6.6 Any decision made by the Committee shall be determined by a majority vote of the members of the Committee present. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Committee unless the member dissents.

• 6.7 Minutes of the Committee will be kept by the Secretary. The approved minutes of the Committee shall be circulated to the Board forthwith and shall be duly entered in the books of the Corporation.

7.0 ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS

• 7.1 The Committee shall have full, free, and unrestricted access to management and employees and to the relevant books and records of the Corporation.

• 7.2 The Committee may invite such other persons (e.g. the CEO, CFO, Controller) to its meetings as it deems necessary.

• 7.3 The Committee shall have the authority to:

• (a) retain independent legal, accounting, or other relevant advisors as it may deem necessary or appropriate to discharge its responsibilities;

• (b) set and pay the compensation of any such advisors, at the expense of the Corporation; and

• (c) communicate directly with the internal and external auditor.

• 7.4 Any advisors retained shall report directly to the Committee.

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8.0 REPORTING REQUIREMENTS

• 8.1 The Committee shall make regular reports to the Board, through the Chair, following meetings of the Committee.

9.0 ANNUAL REVIEW AND ASSESSMENT

• 9.1 The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

• 9.2 The Committee shall review its own performance annually and report to the Board.

10.0 REMUNERATION

• 10.1 The members of the Committee shall be entitled to receive such remuneration for acting as a member of the Committee as the Board may from time to time determine.