Nova Leap Health Corp. — Proxy Solicitation & Information Statement 2020

Mar 19, 2020

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Notice of Annual and Special Meeting of Shareholders

Management Information Circular

Meeting Date: April 15, 2020

NOVA LEAP HEALTH CORP. 7071 Bayers Road, Suite 5003, Halifax, NS B3L 2C2

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT:

The annual and special meeting (" Meeting ") of the shareholders (" Shareholders ") of Nova Leap Health Corp. (" Corporation ") will be held at the offices of the Corporation, 7071 Bayers Road, Suite 5003, Halifax, Nova Scotia, on Wednesday , April 15[th] , 2020 at 10:00 a.m. (Atlantic Time) for the following purposes:

• (a) to receive the consolidated financial statements of the Corporation for the year ended December 31, 2019, 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 Wednesday, March 11, 2020 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 in person 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 Monday , April 13, 2020 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 2 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 13[th] day of March, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Christopher Dobbin"

President and Chief Executive Officer

NOVA LEAP HEALTH CORP.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING ................................................................. 2 BUSINESS TO BE TRANSACTED AT THE MEETING .............................................................................................................. 5 Presentation of Financial Statements ........................................................................................................................ 5 Election of Directors ................................................................................................................................................. 5 Appointment of Auditor ............................................................................................................................................ 7 Annual Approval of Incentive Stock Option Plan ..................................................................................................... 7 EXECUTIVE COMPENSATION .................................................................................................................................................... 9 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS............................................... 13 CORPORATE GOVERNANCE .................................................................................................................................................... 13 PROPOSALS BY SHAREHOLDERS ........................................................................................................................................... 16 ADDITIONAL INFORMATION ................................................................................................................................................... 16 APPROVAL OF CIRCULAR ........................................................................................................................................................ 17 APPENDIX A AUDIT COMMITTEE CHARTER ...................................................................................................................... 18

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NOVA LEAP HEALTH CORP.

MANAGEMENT INFORMATION CIRCULAR

(as at March 13, 2020 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 NOVA LEAP HEALTH CORP. (" Corporation ") for use at the annual and special meeting of the shareholders of the Corporation (" Shareholders ") to be held at 7071 Bayers Road, Suite 5003, Halifax, Nova Scotia, on Wednesday, April 15, 2020 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 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 in person 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 in person 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 in person can vote by proxy.

Proxies must be received by the Corporation's transfer agent, Computershare Investor Services Inc. (" Computershare "), not later than Monday , April 13, 2020 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

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• (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, 7071 Bayers Road, Suite 5003, Halifax, NS B3L 2C2, Attn: Megan Spidle, 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 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 in person (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,

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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 VIF's 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.

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.

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.

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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 64,533,402 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 Wednesday, March 11, 2020 (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, provided that if a Shareholder has transferred any Common Shares after the Record Date and the transferee, except that a Shareholder who is not a Shareholder on the Record Date may demand that such Shareholder’s name be included on the list of Shareholders entitled to vote at the Meeting if satisfactory evidence is produced not later than ten (10) days before the Meeting that such person owns Common Shares.

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

Quorum

Two (2) persons present in person or by proxy holding in the aggregate at least ten percent (10%) of the outstanding Common Shares and each entitled to vote at the Meeting will constitute a quorum at the Meeting.

Principal Shareholders

As of the date hereof, to the knowledge of the directors and executive officers of the Corporation, no 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 except Christopher Dobbin, who beneficially owns, or exercises control or direction over, directly or indirectly, 7,576,665 Common Shares or 11.74% of the issued and outstanding Common Shares, and Wayne Fulcher, who beneficially owns, or exercises control or direction over, directly or indirectly, 10,533,333 Common Shares or 16.32% of the issued and outstanding Common Shares.

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, 2019, 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 current directors of the Corporation and 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

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Corporation, but if that should occur for any reason prior to the Meeting, the persons designated in the enclosed instrument appointing proxy will have the right to use their discretion in voting for a properly qualified substitute.

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(2)
Christopher Dobbin Halifax, NS, Canada	President and CEO of the Corporation, Director and Co-Owner of Earth Angels Home Care, a non-medical and skilled private duty home care agency	November 16, 2015	President, Chief Executive Officer and Director	7,576,665(3)
Dana Hatfield(1) Halifax, NS, Canada	Chief Financial Officer, GoGold Resources Inc., a mineral exploration and production company	November 16, 2015	Director, Chairman of the Board	2,789,500(4)
Michael O’Keefe(1) Halifax, NS, Canada	Chief Financial Officer Aqualitas Inc., a licenced aquaponics cultivation company	November 16, 2015	Director, Chairman of the Audit Committee	1,685,500
Wayne Myles,QC(1) Grande-Digue, NB, Canada	Chairman, Lighthouse Capital Atlantic Inc. & Lighthouse Realty Atlantic Inc. group of companies, and Counsel with Cox & Palmer, an Atlantic Canada based law firm	September 8, 2017	Director	1,163,833

Notes:

(1) Member of the Audit Committee.

(2) The information as to shareholdings was provided by the directors as of March 12, 2020.

(3) 5,496,965 Common Shares are held by Precipice Holdings Limited, a company controlled by Christopher Dobbin.

(4) 712,500 Common Shares are held by DMH Financial Advisory Inc., a company controlled by Dana Hatfield.

Christopher Dobbin, CPA, CA – Director, President and Chief Executive Officer – Chris Dobbin is the Founding President & CEO of Nova Leap Health Corp. and is a co-owner and director of Earth Angels Home Care (" Earth Angels "), a non-medical and skilled nursing private duty home care agency, servicing rural areas of Nova Scotia along the northern corridor and south shore regions. Mr. Dobbin has over 18 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, Chartered Accountant, a founding member of Entrepreneurs’ Organization (EO) Atlantic, a member of YPO, a graduate of Mount Allison University and a former Director of the Private Capital Markets Association of Canada (PCMA).

Dana Hatfield, CPA, CA – Director – Dana Hatfield is the Chief Financial Officer and a director of GoGold Resources Inc., a Canadian company which produces silver and gold in Mexico, and he has over 20 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 where Mr. Hatfield oversaw financial reporting, internal controls, budgeting and planning, equity and debt financings, and all 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 Chartered Professional Accountant and has a Bachelor of Commerce degree from Dalhousie University in Halifax, Nova Scotia.

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Michael O’Keefe, CPA, CMA – Director – Michael O’Keefe is the Chief Financial Officer of Aqualitas Inc., a licensed aquaponics cultivation company. Mr. O’Keefe previously served as Chief Financial Officer of Morien Resources Corp. (" Morien "). Morien operates in the mining industry and is focused on unique mineral industry opportunities to add to its portfolio of long-life royalty assets. Mr. O’Keefe was previously Director of Finance for Erdene Resource Development Corporation (" Erdene "), a precious metals exploration company operating in Mongolia. Mr. O’Keefe has extensive experience in senior finance positions in both public and private companies 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 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, QC – Director – Wayne Myles has been chairman and co-owner of the Lighthouse Capital Atlantic Inc. (“LCAI”) companies for over 15 years and has been counsel to the law firm Cox and Palmer for NL, NS & NB since 2012. He is also the co-owner and chairman of a diversified group of commercial real estate holding companies and retail and commercial sales and distribution businesses, including LCAI, and its subsidiaries Big Erics Inc. and Terra Nova Old Port Foods Inc., together with other affiliated entities, operating in Atlantic Canada. Mr. Myles is also Chairman of the Board of Directors of Newfoundland and Labrador Liquor Corporation and 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 20 years of experience in international M&A, regulatory affairs and financings, and has led many transactions for buyers, sellers and debt issuers, involving deal values in multiple billions of US$.

Appointment of Auditor

Grant Thornton LLP has been the auditor of the Corporation since its incorporation. Management recommends the re-appointment of Grant Thornton LLP. The Shareholders will be asked at the Meeting to vote for the appointment of Grant Thornton 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 Grant Thornton 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 in person or by proxy are required to approve the appointment of Grant Thornton LLP as auditor of the Corporation.

Annual Approval of Incentive Stock Option Plan

The Corporation adopted a 10% "rolling" incentive stock option plan (the " Plan "). The rules of the TSX Venture Exchange (" TSX-V ") provide that a rolling stock option plan must be re-approved by shareholders every year. The Plan, which was originally approved by the Board on December 1, 2015, was most recently approved by Shareholders at the annual and special meeting of Shareholders held on April 26, 2019.

The purpose of the Plan is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation and its subsidiaries and affiliates to acquire Common Shares, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

The following information is intended as a brief description of the Plan, and is qualified in its entirety by reference to the Plan itself, which is attached as Appendix A to the Corporation’s management information circular dated March 21, 2017, filed on SEDAR at www.sedar.com under the Corporation’s profile and incorporated herein by reference. In addition, upon request, the Corporation will promptly provide a copy of the Plan free of charge to any Shareholder. To request a copy of the Plan, Shareholders should contact Megan Spidle, Nova Leap Health Corp., 7071 Bayers Road, Suite 5003, Halifax, Nova Scotia, B3L 2C2.

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The Plan

The Plan is administered by the Board of Directors of the Corporation, but may be administered by a special committee of directors if one is appointed by the Board of Directors. Directors, officers, consultants, and employees of the Corporation and its subsidiaries, and employees of any person or company which provides management services to the Corporation or its subsidiaries, are eligible for participation in the Plan.

The aggregate number of Common Shares that may be reserved for issuance under the Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares of the Corporation from time to time. The number of Common Shares subject to an option granted to a participant shall be determined by the Board of Directors, but no participant shall be granted an option which exceeds the maximum number of shares permitted by the TSX-V or any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. In particular:

• (a) No more than five percent (5%) of the issued and outstanding Common Shares may be granted to any one individual in any twelve (12) month period unless the Corporation is a Tier 1 Issuer as defined by the TSX-V and has obtained disinterested shareholder approval in respect of such grant.

• (b) No more than two percent (2%) of the issued and outstanding Common Shares may be granted to any one consultant in any twelve (12) month period.

• (c) No more than an aggregate of ten percent (10%) of the issued and outstanding Common Shares may be granted to insiders of the Corporation in any twelve (12) month period.

• (d) No more than an aggregate of two percent (2%) of the issued and outstanding Common Shares may be granted to persons employed to conduct investor relations activities in any twelve (12) month period, and such options, if issued to a consultant, must vest in stages over a period of no less than twelve (12) months with no more than twenty-five (25%) of the options vesting in any three (3) month period.

The exercise price of the Common Shares covered by each option shall be determined by the Board of Directors, provided that the exercise price shall not be less than the greater of the Discounted Market Price (as defined in the Plan) and the price permitted by the TSX-V or another stock exchange in Canada on which the Common Shares are then listed.

Subject to any vesting restrictions imposed by the TSX-V and the terms of the Plan, the Board may determine the time during which options vest and the method of vesting, or that no vesting restriction shall exist.

The maximum term of an option is ten (10) years, provided that a participant’s options expire ninety (90) days after his ceasing to act for the Corporation or its subsidiaries (or thirty (30) days in the case of a participant engaged in investor relations activities), except upon the death of a participant, in which case his estate or heirs shall have twelve (12) months in which to exercise the outstanding options.

No options are transferable or assignable.

Subject to the approval of the TSX-V (if required), the Board retains the right to amend or terminate the Plan, including amendments: (i) altering, extending or accelerating option vesting terms and conditions; (ii) extending the term of non-insider options; (iii) accelerating the expiry date of options; (iv) amending or modifying the mechanics of exercising options; (v) amending definitions under the Plan; and (vi) making "housekeeping" amendments, such as those curing errors or ambiguities contained in the Plan. Certain amendments will require Shareholder approval (and, in some cases, disinterested Shareholder approval), including amendments resulting in the number of Common Shares reserved for issuance under the Plan exceeding 10% or reducing the exercise price of insider options.

Existing Stock Options

As of March 13, 2020, the Corporation had stock options outstanding under the Plan that were exercisable to acquire, in the aggregate, 5,935,000 Common Shares. See " Securities Authorized for Issuance Under Equity Compensation Plans " for additional information with regard to the options outstanding as at December 31, 2019.

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Annual Approval of the Plan

Policy 4.4 of the TSX-V requires that rolling stock option plans must receive shareholder approval yearly, at the issuer’s annual general meeting. In accordance with Policy 4.4, Shareholders will be asked to consider and if thought fit, approve the following ordinary resolution re-approving, adopting and ratifying the Plan:

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

1. the Plan, in the form approved by the shareholders of the Corporation at its annual and special meeting held on April 26, 2019, is hereby ratified, confirmed and approved;

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; and

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.

The directors of the Corporation believe the Plan is in the Corporation’s best interests and recommend that the Shareholders approve the Plan. It is intended that all proxies received will be voted in favour of approving the Plan, 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.

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 Corporation’s two most recently completed financial years to all persons acting as directors or as " Named Executive Officers " or " NEOs ". All amounts are stated in Canadian dollars.

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, 2019, the Corporation had two NEOs, Christopher Dobbin, the CEO, and Megan Spidle, the CFO.

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. The general objectives of the Corporation's compensation strategy are:

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• (a) to compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long term Shareholder value;

• (b) to align management’s interest with the long-term interests of Shareholders;

• (c) to provide a compensation package that is commensurate with other comparable public companies to enable the Corporation to attract and retain talent; and

• (d) To ensure that the total compensation package is designed in a manner that takes into account the Corporation’s present stage of development and its available financial resources.

The Corporation's compensation packages have been designed to provide a blend of non-cash option-based awards, cash-based bonus awards, and cash compensation and benefits based on industry comparable companies, while promoting the creation of value for the Shareholders and rewarding individual and team efforts for meeting performance goals and objectives.

From time to time, payment of cash compensation to NEOs is deferred and then paid when funds become available to the Corporation. In the past, NEOs have re-invested such deferred compensation into the Corporation by participating in private placements and have further invested in the Corporation by exercising warrants acquired under such private placements.

Executive Officer Compensation

Compensation of the Named Executive Officers is determined by the Board. Named Executive Officers are eligible to receive options pursuant to the Plan at the discretion of the Board. In determining salaries, compensation and option grants, the Board conducts an informal survey of comparable data from similar public companies taking into account the size and level of activity of the Corporation. The Corporation's executive compensation program is comprised of four components: (1) base salary; (2) non-cash option-based awards; (3) benefits; and (4) cash-based bonus awards. Each element of compensation is described in more detail below.

Base Salary

The base salary review of any NEO takes into consideration the financial resources of the Corporation, the current competitive market conditions and the experiences, performance and skills of the particular NEO. Base salary is not evaluated against a formal “peer group” and is not tied to specific performance criteria. The fixed base salary of a NEO, together with the other elements of their compensation, is designed to provide total compensation that the Board feels is competitive with that of other companies of comparable size and similar business.

Non-Cash Option Awards Plan

Incentive stock options pursuant to the Corporation’s Plan are generally awarded to executives, including the NEOs, annually. Options are granted to reward NEOs for their current performance, expected future performance and value to the Corporation, and taking into account that number of options already held by the executive and others. All grants of stock options to the NEOs are reviewed and approved by the Board. The process is initiated by management recommending a grant of option-based awards to the Board. In evaluating option grants to the NEOs, the Board evaluates a number of factors including, but not limited to: (i) the number of options already held by such executive; (ii) a fair balance between the number of options held by the executive and the other executives of the Corporation, in light of their responsibilities and objectives; and (iii) the value of the options as a component in the NEO’s overall compensation package. See " Securities Authorized for Issuance under Equity Compensation Plans " for more information on the Plan.

Benefits

Named Executive Officers are entitled to participate in a corporate benefits program, including medical, dental, and disability in line with organizations of a similar size.

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Cash Based Bonus Awards

Employees and consultants of the Corporation, including Named Executive Officers, may earn a cash bonus. Cash awards are dependent on individual and corporate performance measured against goals and objectives and in consideration of the overall compensation package and are granted in the discretion of the Board.

Director Compensation

The Board approved annual retainer fees for directors effective January 1, 2019 as follows: $18,000 for each director, an additional $5,000 for the chair of the Audit Committee and an additional $18,000 for the chair of the Board.. In addition, directors are eligible to receive options pursuant to the Plan at the discretion of the Board.

Total Compensation

The following table sets forth all compensation paid or payable to each director and NEO by the Corporation during the two most recently completed financial years.

		Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	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 ($)
Christopher Dobbin(1) Director, President and CEO	2019	250,000	55,000	N/A	-	305,000
	2018	240,000	100,000	N/A	-	340,000
Megan Spidle(2) CFO	2019	185,000	25,000	N/A	-	205,000
	2018	180,000	40,000	N/A	-	220,000
Dana Hatfield Director	2019	-	-	36,000	-	36,000
	2018	-	-	36,000	-	36,000
Michael O’Keefe Director	2019	-	-	23,000	-	23,000
	2018	-	-	23,000	-	23,000
Wayne Myles, QC Director	2019	-	-	18,000	-	18,000
	2018	-	-	18,000	-	18,000

Notes:

(1) Christopher Dobbin provides services to the Corporation through his company Precipice Capital Advisory Services Inc. (“ Precipice ”). The total compensation disclosed above was paid to Precipice by the Corporation and is attributable to Mr. Dobbin’s services to the Corporation as President and CEO.

(2) Megan Spidle provides services to the Corporation through a consulting company carrying on business as Spidle Consulting. The total compensation disclosed above was paid to Spidle Consulting by the Corporation and is attributable to Ms. Spidle’s services to the Corporation as CFO.

Compensation Securities - Stock Options

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, 2019.

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		Compensation	Securities– Stock Options(1)	Securities– Stock Options(1)	Securities– Stock Options(1)
Name and position	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
Christopher Dobbin(2) Director, President and CEO	700,000 11.79%	December 10, 2019	$0.45	$0.42	$0.425	December 10, 2029
	1,000,000 16.85%	January 14, 2019	$0.45	$0.31	$0.425	January 13, 2029
Megan Spidle(3) CFO	300,000 5.05%	December 10, 2019	$0.45	$0.42	$0.425	December 10, 2029
	350,000 5.90%	January 14, 2019	$0.45	$0.31	$0.425	January 13, 2029
Dana Hatfield(4) Director	75,000 1.26%	December 10, 2019	$0.45	$0.42	$0.425	December 10, 2029
	100,000 1.68%	January 14, 2019	$0.45	$0.31	$0.425	January 13, 2029
Michael O’Keefe(5) Director	37,500 0.63%	December 10, 2019	$0.45	$0.42	$0.425	December 10, 2029
	50,000 0.84%	January 14, 2019	$0.45	$0.31	$0.425	January 13, 2029
Wayne Myles, QC(6) Director	37,500 0.63%	December 10, 2019	$0.45	$0.42	$0.425	December 10, 2029
	50,000 0.84%	January 14, 2019	$0.45	$0.31	$0.425	January 13, 2029

Notes:

(1) Each stock option granted pursuant to the Plan is exercisable for one Common Share. The percentage of class represents the percentage of all outstanding options under the Plan. The stock options vested 25% on the date of grant and then 25% annually on each of the following three anniversaries of the date of grant.

(2) On December 31, 2019, Mr. Dobbin held a total of 2,985,000 stock options issued under the Plan.

(3) On December 31, 2019, Ms. Spidle held a total of 900,000 stock options issued under the Plan.

(4) On December 31, 2019, Mr. Hatfield held a total of 650,000 stock options issued under the Plan.

(5) On December 31, 2019, Mr. O’Keefe held a total of 382,500 stock options issued under the Plan.

(6) On December 31, 2019, Mr. Myles held a total of 137,500 stock options issued under the Plan.

No compensation securities were exercised by the directors or the NEOs during the year ended December 31, 2019.

Stock Option Plans and Other 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 – Annual Approval of Incentive Stock Option Plan ".

Employment, Consulting and Management Agreements

There are currently no written employment, consulting or management agreements in place. The CEO and CFO provide their respective services to the Corporation under oral engagement agreements with their personal consulting firms, namely Precipice Capital Advisory Services Inc. and Spidle Consulting, respectively.

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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, 2019 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)
Equity compensation plans approved by securityholders(the Plan)	5,935,000	$0.34	261,318(1)
Total:	5,935,000	$0.34	261,318

Notes:

(1) This number equals 10% of the total issued and outstanding Common Shares on December 31, 2019 (which was 61,963,181) 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 – Annual Approval of Incentive Stock Option Plan ".

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 has undertaken 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 are considered independent of the Corporation. Christopher Dobbin is not considered independent as he is the President and CEO 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 non-independent directors 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.

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Directorships

Dana Hatfield serves as a director of GoGold Resources Inc., another reporting issuer. No other director of the Corporation serves as a director of another reporting issuer.

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 Corporation does, however, ensure that all new directors receive a complete package with background as to the Corporation’s business and outlining the securities law obligations and restrictions on members of the Board of Directors and the Corporation.

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.

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.

In addition, the Corporation’s insider trading policy requires that all officers and directors of the Corporation, and certain related persons, pre-clear any trades in the Corporation's securities.

Nomination of Directors

The Board has not appointed a nominating committee and does not have a formal process for identifying new candidates for Board nomination. When required, the Board will collaborate with management to identify potential candidates and to consider their appropriateness for membership on the Board. The Corporation has not adopted term limits for the directors on its Board or other mechanism for the renewal of board positions.

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 balanced debate and discussion which, in turn, enhances decision-making.

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 within designated groups, including women, Indigenous peoples, persons with disabilities and members of visible minorities (the “ Designated Group ”).

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In assessing potential directors and members of senior management, the Corporation focuses on the skills, expertise, experience and independence which the Corporation requires to be effective. Due to the small size of the Board and the management team, and the early-stage development of the Corporation’s business, the Board believes that the qualifications and experience of proposed new directors and members of senior management should remain the primary consideration in the selection process. The Corporation will include diversity (including the level of representation of members of Designated Groups) 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 five directors and members of senior management, including one woman. None of the Corporation’s directors or members of senior management identify as being an Indigenous person, a person with a disability or a member of a visible minority. Accordingly, none of the Corporation’s four directors are members of a designated group (0%), one of two members of senior management (50%) are women and none of the Corporation’s senior management belong to the other Designated Groups.

Compensation

Remuneration of the executive officers of the Corporation is determined by the Board. The Board also administers the Corporation's Plan, including any option grants to the directors and officers. In determining salaries, compensation and option grants, the Board conducts an informal survey of comparable data in small public companies taking into account the size as well as the level of activity of the Corporation.

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). Messrs. Hatfield, Myles and O'Keefe are independent and all members of the Audit Committee are financially literate within the meaning of NI 52-110.

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.

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External Auditor Services Fees

The aggregate fees incurred for audit and non-audit services provided by Grant Thornton LLP for the financial years ended December 31, 2017 and 2018 are as follows:

Nature of Services	Year ended December 31, 2019	Year ended December 31, 2018
Audit Fees(1)	$103,630	$120,218
Audit-Related Fees(2)	$27,000	$36,042
Tax Fees(3)	$63,123	$32,068
All Other Fees(4)	$1,018	$1,077
Total	$194,771	$189,405

Notes:

• (1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews 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 Grant Thornton LLP.

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 December 14, 2020, 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.sedar.com. 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.sedar.com.

To request copies of the Corporation's financial statements or MD&A, Shareholders may contact Megan Spidle at Nova Leap Health Corp., 7071 Bayers Road, Suite 5003, Halifax, NS, B3L 2C2, Telephone (902) 223-3865.

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APPROVAL OF CIRCULAR

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

BY ORDER OF THE BOARD OF DIRECTORS, as of the 13[th] day of March, 2020.

(Signed) "Christopher Dobbin" President and Chief Executive Officer

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APPENDIX A AUDIT COMMITTEE CHARTER

NOVA LEAP HEALTH CORP.

1.0 PURPOSE

• 1.1 The Audit Committee (the "Committee") is a standing committee of the board of directors (the "Board") of NOVA LEAP HEALTH CORP. ("Nova Leap" or the "Corporation") charged with assisting the Board in fulfilling its responsibility to its shareholders and to the investment community. Its role is to serve as an independent and objective party to oversee Nova Leap’s accounting and financial reporting processes, internal control system and external audits of its financial statements.

2.0 COMMITTEE MEMBERSHIP

• 2.1 The Board shall annually appoint a minimum of three directors to the Committee the majority of whom shall be directors of Nova Leap who are independent of management and free from any material relationship that, in the opinion of the Board, would interfere with the director’s exercise of independent judgment as a member of the Committee.

• 2.2 Each member of the Committee must be financially literate, or if not financially literate at the time of his appointment, must become so within a reasonable period of time following his appointment.

• 2.3 Members of the Committee shall typically be appointed at the first meeting of the Board held following each annual meeting of the shareholders of Nova Leap.

• 2.4 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 Nova Leap.

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 of Directors on the activities of the Committee.

4.0 AUDIT RESPONSIBILITIES

4.1 The Committee is responsible to:

Financial Statement and Disclosure Matters

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

• (b) satisfy itself that Nova Leap’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 Nova Leap’s Annual Report;

• (c) satisfy itself that the information contained in the Corporation’s quarterly financial statements, MD&A and any other financial publication or disclosure of financial

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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 make a statement not misleading in light of the circumstances under which it was made;

• (d) review Nova Leap’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 Nova Leap’s financial statements;

• (e) 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;

• (f) review and discuss quarterly 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;

Oversight of the Corporation’s External Auditors

• (g) 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;

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

• (i) 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 Nova Leap, including the resolution of any disagreements between management and the external auditor regarding financial reporting;

• (j) 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 Nova Leap, including non-audit services;

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• (k) 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;

• (l) 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;

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

• (n) 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;

• (o) 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 Multilateral Instrument 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 pre-approvals shall be presented to the full Committee at its next scheduled meeting;

• (p) review and approve Nova Leap’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation;

Financial Reporting and Risk Management

• (q) 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;

• (r) 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;

• (s) 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

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

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

• (v) 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;

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• (w) 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

• (x) 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;

• (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 Articles and governing law, as the Committee or the Board deems necessary or appropriate.

6.0 MEETINGS

• 6.1 The Chairman will appoint a secretary who will keep minutes of all meetings (the "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 often as it deems necessary to carry out its responsibilities but not less frequently than quarterly.

• 6.4 The time at which, and the place where the meetings of the Committee shall be held, and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the Articles of Nova Leap or otherwise determined by resolution of the Board.

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

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• 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 Nova Leap.

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 Nova Leap.

• 7.2 The Committee may invite such other persons (eg. 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 allow it to discharge its responsibilities;

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

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

7.4 Any advisors retained shall report directly to the Committee.

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.

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NOVA LEAP HEALTH CORP.

PROCEDURES FOR SUBMISSIONS OF COMPLAINTS RELATING TO ACCOUNTING MATTERS OR FRAUD

WHISTLEBLOWER POLICY

1. Whistleblowing is the raising of a concern about a danger, risk, malpractice, or wrongdoing which may affect others. We encourage all Nova Leap employees, consultants, and directors to raise any concerns they might have to someone within the organization who is positioned to investigate and, if appropriate, address the potential problem as soon as possible.

2. Examples of concerns that might arise are those related to:

3. a. Accounting irregularities;

4. b. Internal accounting controls;

5. c. Auditing matters;

6. d. Fraud against the Company’s shareholders or other persons; e. Theft;

7. f. Client abuse or negligence; and

8. g. Other legal or regulatory non-compliance.

9. The Audit Committee shall designate a Complaints Officer (the " Complaints Officer ") from time to time. The Complaints Officer will be an independent director, and any written notices to the Complaints Officer may be addressed as follows:

Wayne Myles, Complaints Officer (Independent Director) Nova Leap Health Corp. 7071 Bayers Road, Suite 5003 Halifax, Nova Scotia Canada B3L 2C2 Email: wayne@mylesandcompany.com

1. Nova Leap shall make this Whistleblower Policy and the name of the acting Complaints Officer available to all employees, consultants, and directors.

2. You may report your concerns to the Complaints Officer, your immediate manager, or a more senior manager (a " Concern Recipient ") either orally or in writing. An immediate manager or senior manager may bring concerns to his or her supervisor or the Complaints Officer for assistance, if appropriate. If the Complaints Officer is implicated in the concern, then the Chief Executive Officer shall act as the complaints officer for the purpose of that report and investigation.

3. You may raise your concern confidentially, if you choose. Please note that if your identity is kept confidential, it may be more challenging to investigate the complaint. Nova Leap cannot guarantee that others will not guess your identity in the process of the investigation. If you elect to raise your concern confidentially, the Concern Recipient must ask your permission before disclosing your identity in connection with the complaint, unless required by law. The content of the concern will be disclosed as necessary to ensure your concern is addressed, including disclosure to the Audit Committee or Chair of the Audit Committee.

4. Retaliation against individuals who raise concerns will not be tolerated. If you experience retaliation for raising your concern, we ask that you inform a Concern Recipient immediately. Retaliation may include:

5. a. Failure to promote;

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7. b. Denial of training;

8. c. Closer monitoring;

9. d. Ostracism;

10. e. Blocking access to resources;

11. f. Unrequested re-assignment or re-location;

12. g. Demotion;

13. h. Suspension;

14. i. Disciplinary sanction;

15. j. Bullying or harassment;

16. k. Victimization;

17. l. Dismissal;

18. m. Failure to provide an appropriate reference; or

19. n. Failing to investigate a subsequent concern.

20. Anonymous whistleblowing is when a whistleblower raises his or her concern in a way that hides his or her identity. Nova Leap does not encourage anonymous whistleblowing, since anonymity makes it difficult to investigate concerns or protect whistleblowers from retaliation. However, if you do raise your concern anonymously, the Concern Recipient will assess the anonymous information as fully as possible to determine whether there is substance to the concern and whether it can be addressed.

21. Concern Recipients will remind you of the confidentiality policy in paragraph 6 and retaliation policy in paragraph 7 upon receiving your report. Further, Concern Recipients will inform you about:

22. a. Who will handle the concern;

23. b. How the concern will be handled;

24. c. Your right to independent legal advice; and

25. d. Approximately how long the investigation will take.

26. If the Complaints Officer determines it appropriate, the Concern Recipient will provide you with an interim report of how the investigation is proceeding and the outcome of the investigation, either orally or in writing. If the Complaints Officer determines it is not appropriate to provide an interim report or the outcome of the investigation, the Concern Recipient will explain this and the reason why. For example, non-disclosure agreements may prevent the Concern Recipient from informing you of the investigation outcome.

27. Concern Recipients must summarize and provide all reports received under this Whistleblower Policy to the Complaints Officer. The Complaints Officer must report on the number and nature of whistleblower reports received to the Audit Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Audit Committee called to approve interim or annual financial statements of the Corporation.

28. Upon receipt of a report from the Complaints Officer, the Audit Committee shall discuss the report and take such steps as the Audit Committee deems appropriate.

29. Concern Recipients shall retain records of concerns received for a period of six years following resolution of the concern.