TREE OF KNOWLEDGE INTERNATIONAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

SHAREHOLDERS

to be held on September 22, 2021 at 10:00 a.m. (Calgary time)

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

August 19, 2021

TREE OF KNOWLEDGE INTERNATIONAL CORP. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an annual general and special meeting (the "Meeting") of the shareholders of TREE OF KNOWLEDGE INTERNATIONAL CORP. (the "Corporation") will occur at 10:00 a.m. on Wednesday, September 22, 2021, for the following purposes:

1. to receive and consider the comparative financial statements of the Corporation as at and for the year ended December 31, 2020, available on www.sedar.com, together with the report of the auditors thereon;
1. to fix the number of directors at four (4) and to elect the board of directors for the ensuing year;
1. to appoint Zeifmans LLP as the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors;
1. to consider and, if thought advisable, to approve, with or without variation, a special resolution, as more particularly set forth in the accompanying Circular, to approve the change of the name of the Corporation to "Optima Medical Innovations Inc.", or such other name as the directors of the Corporation, in their sole discretion, determine to be appropriate;
1. to consider and, if thought advisable, to approve, with or without variation, a special resolution, as more particularly set forth in the accompanying Circular, to approve the consolidation of all of the issued and outstanding common shares in the capital of the Corporation (the "Common Shares") on the basis of up to five (5) pre-consolidation Common Shares for every 1 post-consolidation Common Share, or such other consolidation ratio as the directors of the Corporation, in their sole discretion, determine to be appropriate;
1. to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying Management Information Circular and Proxy Statement (the "Management Proxy Circular"), approving the stock option plan of the Corporation; and
1. to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Management Proxy Circular.

A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date and sign the enclosed Instrument of Proxy and to mail it to or deposit it with the Secretary of the Tree of Knowledge International Corp., c/o Computershare Trust Company of Canada or faxed to (604) 661-9549. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. A person appointed as proxy holder need not be a shareholder of the Corporation.

Only shareholders of record as at the close of business on August 13, 2021 (the "Record Date") are entitled to receive notice of the Meeting.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Calgary, Alberta as of the 19th day of August, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Ommid Faghani

Chief Executive Officer and Director

TREE OF KNOWLEDGE INTERNATIONAL CORP.

MANAGEMENT PROXY CIRCULAR

(Unless otherwise stated, information contained herein is given as of August 19, 2021. All references to dollar amounts are in CDN Dollars unless otherwise specified.)

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This management proxy circular ("Management Proxy Circular") is furnished in connection with the solicitation of proxies by the management of TREE OF KNOWLEDGE INTERNATIONAL CORP. (CSE:TOKI) (the "Corporation") for use at the annual general and special meeting of the holders (the "Shareholders") of the voting shares, which currently consists of the common shares ("Common Shares"), to be occur at 10:00 a.m. on Wednesday, September 22, 2021 (the "Meeting"), for the purposes set forth in the notice of annual general and special meeting (the "Notice") accompanying this Management Proxy Circular.

Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. Costs associated with the solicitation of proxies will be borne by the Corporation.

Appointment of Proxyholders

Accompanying this Management Proxy Circular is an instrument of proxy for use at the Meeting. Shareholders who are unable to attend the Meeting by conference call and wish to be represented by proxy are required to date and sign the enclosed instrument of proxy and return it in the enclosed return envelope. All properly executed instruments of proxy for Shareholders must be mailed so as to reach or be deposited at the offices of the Corporation's registrar and transfer agent, Computershare Trust Company of Canada c/o Computershare Investor Services, Proxy Dept., 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1 not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment thereof. An instrument of proxy may also be voted using a touch tone telephone at 1-866-732-VOTE (8683). Alternatively, a registered shareholder can complete internet voting by logging on at www.investorvote.com and entering the CONTROL NUMBER located on the address box of the shareholder's instrument of proxy.

The persons designated in the instrument of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

Signing of Proxy

The instrument of proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the Corporation. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

Revocability of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

Voting of Proxies and Exercise of Discretion by Proxyholders

All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. In the absence of such direction, such Common Shares will be voted "FOR" the proposed resolutions at the Meetings. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business.At the time of printing this Management Proxy Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice.

Notice-and-Access

The Corporation has elected to use the "notice-and-access" provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the Meeting in respect of mailings to its registered holders of Common Shares ("Registered Shareholders") and in respect of mailings to its shareholders who do not own Common Shares in their own name ("Beneficial Shareholders"). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post information circular in respect of a meeting of its shareholders and related materials online.

In relation to the Meeting, a paper copy of each of the Notice, this Management Proxy Circular, the Instrument of Proxy and the Financial Statements and related Management's Discussion and Analysis in respect of the relevant financial year(s) of the Corporation will be mailed to those Registered Shareholders and Beneficial Shareholders who have previously requested to receive them. Unless requested in the manner described below, Registered Shareholders and Beneficial Shareholders will only receive a Notice-and Access Notification and a form of proxy or voting instruction form.

The Corporation anticipates that notice-and-access will directly benefit the Corporation through substantial reductions in postage and printing costs. The Corporation believes that notice-and-access is also environmentally responsible to the extent that it decreases the large volume of paper documents generated by printing proxy-related materials.

The Corporation will be delivering proxy-related materials to non-objecting beneficial owners of its Common Shares directly with the assistance of Broadridge Financial Solutions Inc. ("Broadridge"). Please note that the Corporation's management intends to pay for intermediaries to forward the Notice-and-Access Notification and voting instruction request forms to those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about them pursuant to Canadian securities legislation ("Objecting Beneficial Shareholders").

In order to receive a paper copy of this Management Proxy Circular and other relevant information, requests by Shareholders may be made up to one year from the date the Management Proxy Circular was filed on System for Electronic Document Analysis and Retrieval ("SEDAR") by contacting the Corporation's legal counsel at 403-571- 8000 (please call collect – any phone charge will be paid for by the Corporation) or by address at 1250, 639 – 5 Avenue SW, Calgary, Alberta T2P 0M9, Attention: Scott Reeves (Director). The Corporation estimates that a Shareholder's request for paper copies of the Management Proxy Circular and other relevant information will need to be received prior to September 10, 2021 in order for such Shareholder to have sufficient time to receive and review the materials requested and return the completed form of proxy as set forth in this Management Proxy Circular.

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

Except as disclosed in this Management Proxy Circular, none of the directors or executive officers of the Corporation at any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Shares and Record Date

The authorized share capital of the Corporation consists of an unlimited number of Common Shares and Preferred Shares. The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is August 13, 2021 (the "Record Date"). As at the Record Date, there were 237,500,655 Common Shares and no Preferred Shares issued and outstanding and as fully paid and non-assessable.

Common Shares

The holders of Common Shares are entitled to notice of, and to vote at, all annual general meetings of shareholders and are entitled to one vote per Common Share. The holders of Common Shares are entitled to receive such dividends as the board of directors of the Corporation (the "Board of Directors" or the "Board") declare and, upon liquidation, dissolution, or winding-up, to receive such assets of the Corporation as are distributable to holders of Common Shares.

Voting of Common Shares – General

Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on the Record Date and holders of Common Shares issued by the Corporation after the Record Date and prior to the Meeting will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he, she or it owns the Common Shares and demands, not later than ten days before the Meeting, that his, her or its name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.

Advice To Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name (referred to in this Management Proxy Circular as Beneficial Shareholders) should note that only proxies deposited by Shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Shares shall be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Shares shall, in all likelihood, not be registered in the Shareholder's name. Such Shares shall more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBOs". In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has elected to send the Notice-and-Access Notification, instrument of proxy and this Management Proxy Circular (collectively, the "Meeting Materials") directly to the NOBOs, and indirectly through intermediaries to the OBOs. The intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. If you have any questions respecting the voting of Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their 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.

All references to Shareholders in this Management Proxy Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

Principal Holders of Voting Shares

To the knowledge of the Directors and executive officers of the Corporation, other than the below, no person beneficially owns, directly or indirectly, or exercises control or direction over voting securities carrying 10% or more of the voting rights attached to all shares of the Corporation.

Name	Number of Shares	Percentage
Dr. Kevin Rod	26,923,625	11.33%

Quorum

Pursuant to the by-laws of the Corporation, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person or represented by a duly appointed proxyholder, holding at least 5% of the issued shares of the Corporation. Pursuant to the Canada Business Corporations Act and the by-laws, if a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following compensation discussion and analysis describes the significant elements of the Corporation's proposed executive compensation program. Executive Compensation is required to be disclosed for (i) each Chief Executive Officer (or individual who served in a similar capacity during the relevant financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the relevant financial year), (iii) each of the three most highly compensated executive officers (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers of the Corporation or any of its subsidiaries at the end of the relevant fiscal year (or three most highly compensated individuals) and whose total compensation was, individually, more than CAD$150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the Corporation or any of its subsidiaries, nor acting in a similar capacity, at the end of that financial year (the "NEOs"). The NEOs of the Corporation for the year ended December 31, 2020 were (i) Ommid Faghani, Chief Executive Officer and Director appointed August 1, 2020; and (ii) Spence Walker, Chief Financial Officer. There were no other NEOs for the year ended December 31, 2020, as no other employees earned in excess of CAD$150,000 in fiscal 2020.

Compensation of the NEOs of the Corporation is reviewed annually by the Corporation's Board of Directors. The Board of Directors' objective in setting compensation levels is that the aggregate compensation received NEOs be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are employed by other companies of corresponding size and stage of development. In setting such levels, the Board relies primarily on their own experience and knowledge of the marketplace, supplemented by independent advisors, as required.

Overview

The Corporation's executive compensation program is administered by the Board as a whole and the board is also responsible for reviewing the Corporation's compensation policies and guidelines generally.

Compensation Philosophy and Objectives of the Compensation Program

The Corporation believes it is critical to create and maintain a compensation program that will attract and retain committed, highly qualified personnel by providing appropriate rewards and incentives, motivate their performance in order to achieve the Corporation's strategic objectives and align the interests of executive officers with the long-term interests of the Corporation's shareholders and enhancement in share value.

Components of Compensation

The Corporation compensates its NEOs through the following: (i) base salary; (ii) discretionary cash bonuses paid from time to time based on performance; and (iii) long-term incentive compensation comprised of grants of Options or other convertible securities at levels which the Board believes are reasonable in light of the performance of the Corporation.

Base Salary

Base salaries are intended to compensate each NEO's core competencies, skills, experience and contribution to the Corporation. The Board believes that base salaries should be competitive but total compensation should be weighted toward variable, long term performance-based components.

The Board reviews a compensation peer group of companies with an operational and risk profile similar to the area in which the Corporation operates. Base salaries are compared to the Corporation's industry peer group through publicly available information and available compensation surveys prepared by compensation consultants. Consideration has been and will be given to the Corporation's growth plans, area of operations and its objective of attracting and retaining highly talented individuals from within the industry.

Cash Bonus

Discretionary cash bonuses are intended to motivate and reward the accomplishment of specific business and operating objectives within a defined period. Cash bonuses are paid at the discretion of the Board based upon the achievement of certain corporate objectives. Cash bonuses awarded by the Board are intended to be generally competitive with the market. The Board considers the Corporation's performance during the year with respect to the qualitative goals in the context of market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstance in making bonus determinations.

Mr. Faghani, in his position as CEO, entered into a consulting agreement through his consulting company, Fortune Reliance Inc. For an aggregate annual salary of $250,000 per year ($104,166 earned in fiscal 2020). Given the early stage of development of the Corporation and its lack of cash flow, no cash bonus payments was paid in 2020. Similar to the determination of base salaries, consideration will be given to the Corporation's compensation peer group when determining the final amount of any cash bonuses to be paid.

Proposed cash bonuses for NEOs, excluding the President and Chief Executive Officer, will be recommended by the President and Chief Executive Officer to the Board for approval. Any cash bonus to be paid to the Chief Executive Officer or the President will be determined by the Board.

Option Awards

The Corporation has an incentive stock option plan (the "Stock Option Plan") which is administered by the Board. The Plan provides that the board of directors of the Corporation may from time to time, in its discretion, and in accordance with CSE requirements, grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase Common Shares exercisable for a period of up to five (5) years from the date of grant. The exercise price for each option shall be determined by the Board of Directors, subject to the Polices of the CSE, at the time the option is granted, but such price shall not be less than the higher of the closing prices of the Common Shares on either the date of grant or the trading day prior to the date of grant. The exercise price may not be reduced without applicable regulatory approval. The Board may determine in its discretion which options shall vest and the method of vesting, subject only to compliance with the Policies of the CSE. Options may be exercised no later than 90 days following cessation of the optionee's position with the Corporation, provided that if the cessation of office, directorship, employment or consulting arrangement was by reason of death, the option may be exercised with a maximum period of one year after such death, subject to the expiry date of such option.

The Plan also provides that the number of Common Shares, calculated on a fully diluted basis, reserved for issuance to directors, executive officers or related entities of the Corporation, or an associate or permitted assign of directors, executive officers or related entities of the issuer (collectively, a "related party") may not exceed 10% of the issued and outstanding Common Shares in a 12 month period (5% to an individual related party) and also, the number of Common Shares, calculated on a fully diluted basis, issued upon exercise of options may not exceed 10% of the issued and outstanding Common Shares (5% to an individual related party) in a 12 month period. As of the date of this Management Proxy Circular, the Corporation had 600,000 options outstanding and 23,150,065 reserved for issuance pursuant to the Stock Option Plan. See "Stock Options and Other Compensation Securities" below.

Performance Warrants

The Corporation, from time to time has issued share purchase warrants to directors, executive officers and consultants, enabling the holders to purchase common shares of the Corporation with certain performance conditions and or vesting conditions. As of the date of this Management Proxy Circular the Corporation had 31,756,058 performance warrants outstanding. See also "Stock Options and Other Compensation Securities" below.

Risk Assessment and Oversight

The Board is keenly aware of the fact that compensation practices can have unintended risk consequences. The Board will continually review the Corporation's compensation policies to identify any practice that might encourage an employee to expose the Corporation to unacceptable risks. At the present time, the Board is satisfied that the current executive compensation program does not encourage the Corporation's executives to expose the business to inappropriate risk. The Board takes a conservative approach to executive compensation rewarding individuals for the success of the Corporation once that success has been demonstrated and incenting them to continue that success through the grant of long-term incentive awards. In addition, the number of options a particular NEO is entitled to receive is limited by the Stock Option Plan.

Director and NEO Compensation, Excluding Stock Options and Other Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation thereof to each director and each NEO of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Corporation, for each of the Corporation's five (5) most recently completed financial years ended December 31:

Table of compensation excluding compensation securities
Name and position(1)	Year	Salary,Consulting fee,retainer orcommission (CDN$)(3)	Bonus(CDN$)	Committee ormeeting fees(CDN$)	Value ofperquisites(CDN$)(4)	Value of allothercompensation(CDN$)	Totalcompensation(CDN$)
Ommid Faghani(1)Chairman, Interim ChiefExecutive Officer, InterimChief Financial Officerand Director	2020	104,166	Nil	Nil	Nil	Nil	104,166
Dr. Kevin Rod(1)Interim Chief ExecutiveOfficer	2020	Nil	Nil	Nil	Nil	Nil	Nil
Michael Caridi(4)Chairman, Interim ChiefExecutive Officer,Interim Chief FinancialOfficer and Director	202020192018	Nil150,000 (USD)150,000 (USD)	NilNilNil	NilNilNil	NilNilNil	NilNilNil	Nil150,000 (USD)150,000 (USD)
Spence Walker(4)Chief Financial Officer	202020192018	40,00040,000n/a	NilNiln/a	NilNiln/a	NilNiln/a	NilNiln/a	40,00040,000n/a
Scott Reeves(4)Secretary and Director	202020192018	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil	NilNilNil
(4)George BarakatDirector	20192018	Niln/a	Niln/a	Niln/a	n/an/a	Niln/a	Niln/a
Gary Prihar(4)Director	20192018	Niln/a	Niln/a	Niln/a	n/an/a	Niln/a	Niln/a
Jean-Paul Gaillard(4)Former Chief ExecutiveOfficer	20192018	Nil22,500; 20,000 (USD)	NilNil	NilNil	NilNil	NilNil	Nil22,500; 20,000(USD)
Rick Grass(4)Former Director ofCourtland Capital Inc.	20182017	-	-	-	-	-	-
Kristan Norman(4)Former Director ofCourtland Capital Inc.	2018	-	-	-	-	-	-
Gene Maher(4)Former Director ofCourtland Capital Inc.	2018	-	-	-	-	-	-
Ernie Eves(4)Former Director	20192018	-	-	-	-	-	-
Genarro (Rino)Adamo(4)Former Director	2018	-	-	-	-	-	-

Notes:

(1) The NEOs of the Corporation for the year ended December 31, 2020, were (i) Michael Caridi, Interim Chief Executive Officer and Chief Financial Officer of the Corporation until April 27, 2020; (ii) Kevin Rod, Interim Chief Executive Officer from April 27, 2020 until August 1, 2020; (iii) Ommid Faghani, Chief Executive Officer and Interim Chief Financial Officer of the Corporation appointed August 1, 2020; (iv) Spence Walker, Chief Financial Officer of the Corporation appointed on May 6, 2019 until August 26, 2020; There were no other NEOs for the year ended December 31, 2020, as no other employees earned in excess of CAD$150,000 in fiscal 2020.
(2) Salaries are in CDN dollars unless otherwise indicated.
(3) Except where stated, the value of perquisites received by NEOs, including property or other personal benefits provided to NEOs that are not generally available to all employees, were not (in aggregate) more than 10% of each NEOs annualized salary.
(4) Mr. Reeves was appointed as a director of the reverse take-over acquiree (the Corporation) on June 29, 2018; Mr. Barakat was appointed a director of the Corporation on April 1, 2019 until August 1, 2020; Mr. Prihar was appointed a director of the Corporation on April 9, 2019 until August 1, 2020; Mr. Gaillard was a director and the former Chief Executive Officer of the Corporation from September 24, 2018 until September 15, 2019. Mr. Grass resigned as a Director of the Corporation on September 11, 2018. Mr. Norman resigned as a Director of Courtland Capital Inc. (RTO Predecessor) on May 2, 2018. Mr. Maher resigned as a Director of Courtland Capital Inc. (RTO Predecessor) on May 2, 2018. Mr. Eves resigned as a Director of the Corporation on April 1, 2019. Mr. Adamo resigned as a Director of the Corporation on December 19, 2018.

Stock Options and Other Compensation Securities

There were no exercises of compensation securities by any of the NEOs or directors of the Corporation during the previous four (4) fiscal years ended December 31.

The following table sets forth details for all stock options and performance warrants outstanding for each of the NEOs and directors as at December 31, 2020.

Compensation Securities
Name and Position	Number ofstock options/performancewarrants	Date of issue orgrant	Issue,conversion orexercise price(CAD$)	Closing price ofcommon shareson date of grant(CAD$)	Closing priceof commonshares at Dec.31(CAD$)	Expiry date
Michael CaridiInterim Chief ExecutiveOfficer and Director,Chairman	3,000,000(101,000,000(1)	20202019	$0.08$0.18	$0.08$0.18	$0.02$0.035	Feb 5, 2025February 2, 2024
Spence WalkerChief Financial Officer	1,666,667(1)	2019	$0.18	$0.125	$0.035	August 19, 2024
Scott ReevesSecretary and Director	2,500,000(1)500,000(1)	20202019	$0.08$0.18	$0.08$0.18	$0.02$0.035	Feb 5, 2025February 2, 2024

Notes:

(1) Performance warrants.

Stock Option Plans and other Incentive Plans

The Corporation has no other incentive plans other than its Stock Option Plan. The Stock Option Plan of the Corporation will continue to be the plan of the Corporation. The Company has in place a rolling stock option plan whereby the Directors of the Company may allocate a maximum of 10% of the issued and outstanding shares from time to time for issuance under the Stock Option Plan. The Stock Option Plan was last approved by the Shareholders at the annual general meeting of Shareholders held on July 20, 2020. There have not been any amendments made to the Stock Option Plan since that time, other than administrative amendments that do not affect the rights conveyed under the Stock Option Plan.

The highlights of the Stock Option Plan are as follows:

(a) Options may be granted to Directors, employees, management company employees and consultants;
(b) the exercise price of Options granted shall be determined by the Board in accordance with the policies of the applicable stock exchange;
(c) the Directors may allocate up to a maximum of 10% of the issued and outstanding Shares for the issuance of Options; no single participant may be issued Options representing greater than five (5%) percent of the number of outstanding Shares in any 12 month period;
(d) the aggregate number of Options granted to persons employed in investor relation activities must not exceed one percent (1%) of the outstanding Shares in any 12 month period unless the applicable stock exchange permits otherwise. Options issued to consultants providing investor relations services must vest in stages over 12 months with no more than one quarter of the Options vesting in any three month period;
(e) the Board may determine the term of the Options, but the term shall in no event be greater than ten years from the date of issuance;
(f) generally, the Options expire 90 days from the date on which a participant ceases to be a Director, officer, employee, management company employee or consultant of the Corporation; and
(g) terms of vesting of the Options, the eligibility of Directors, officers, employees, management company employees and consultants to receive Options and the number of Options issued to each participant shall be determined at the discretion of the Board, subject to the policies of the applicable stock exchange.

Employment, Consulting and Management Agreements

The Corporation has employment agreements in place with the NEO's below.

Ommid Faghani, Chief Executive Officer and Interim Chief Financial Officer, entered into a consulting arrangement with the Corporation on August 1, 2020. Mr. Faghani's agreement provides for a salary of CDN$250,000 per annum.

Oversight and Description of Directors and NEO compensation

Given the Corporation's size and stage of development, the Corporation does not have a separate remuneration committee. The Board of Directors of the Corporation therefore determines the compensation of the Corporation's directors, NEO and senior officers that the Board feels is suitable, primarily by comparison of the remuneration paid by other companies that the Board feels are similarly placed within the same business as the Corporation.

Market comparisons as well as evaluation of similar positions in the same industry and/or in the same geography are among the criteria used in determining compensation levels. Following a review of such criteria, the Board of Directors determines compensation amounts and methods as it sees fit.

The objective of the Board of Directors in setting compensation levels is to attract and retain individuals of high calibre to serve as officers of the Corporation, to motivate their performance in order to achieve the Corporation's strategic objectives and to align the interests of executive officers with the long term interests of the shareholders, while at the same time preserving cash flows. These objectives are designed to ensure that the Corporation continues to grow on an absolute basis as well as to grow cash flow and earnings for Shareholders.

The Corporation does not pay cash compensation to the Directors for services rendered in their capacity as directors (including salaries, director's fees, commissions), however, the Directors are entitled to receive Options and will receive reimbursement for out-of-pocket expenses incurred in connection with attending Board meetings, audit committee meetings or information meetings.

Pension disclosure

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement for the Directors and NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed financial year (being December 31, 2020), with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Year	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)	Weighted-averageexercise price ofoutstanding options,warrants and rights(CAD)(b)	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)
Equity compensationplans approved bysecurity holders	2020	4,545,381	$0.16	19,204,684
Equity compensationplans not approved bysecurity holders	2020	23,683,018	$0.28	n/a
Total	2020	28,228,399	$0.22	19,204,684

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Proxy Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102) any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors.

MANAGEMENT CONTRACTS

Except as disclosed in this Management Proxy Circular, the Corporation does not have in place any management contracts between the Corporation and any directors or officers and there are no management functions of the Corporation that are to any substantial degree performed by a person or company other than the directors or officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

CORPORATE GOVERNANCE

Please see the attached Schedule "A" for information on the Corporation's Corporate Governance (Form 58-101F2).

AUDIT COMMITTEE

Audit Committee Charter

The Charter of the Corporation's Audit Committee is attached to this Management Proxy Circular as Schedule "B".

Composition of the Audit Committee

The following are the members of the Audit Committee as of the date of this Information Circular and for the year ended December 31, 2020:

Name	Year	Status	Education
Kaivan TalachianDirector	2020	Independent(1)	Financially literate (1)
Ommid FaghaniCEA, Interim CFO anda Director	2020	Not Independent(1)	Financially literate (1)
Scott ReevesSecretary and Director	2020	Not Independent (1)	Financially literate (1)

Note:

(1) As defined by National Instrument – Audit Committees ("NI 52-110").

Education and Experience

All of the members of the Audit Committee are senior level executive business persons with extensive experience in financial matters. Each member of the Audit Committee has a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.

Mr. Faghani is President of Newland Financial Inc. since 2015, a private lending and investment company and Managing Director of Canadian Consulting Group Inc. since 1997, an immigration, business and investment consulting firm.

Mr. Talachian is a practising pharmacist with 25 year of diverse experience in pharmaceutical, medical devices and healthcare information technology. He has been involved in the medical cannabis research, education and innovation since 2013.

Mr. Reeves has been a partner at TingleMerrett LLP since October 2003; a law firm based in Calgary, Alberta, focused on securities, corporate finance, and commercial transactions for emerging and growth companies and partnerships. He has both law and bachelor of commerce degrees from the University of Alberta, and has extensive experience with Audit Committees and financial reporting controls and procedures.

The Audit Committee reviews the Corporation's annual and interim financial statements and related management discussion and analysis prior to their submission to our board for approval. They oversee the work of the external auditors, review the appropriateness of significant accounting policies and changes in accounting principles and review our process for testing internal control systems and procedures. Please see a copy of the Audit Committee Charter attached hereto as Schedule "B".

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or an exemption from NI 52- 110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee will review the engagement of non-audit services as required.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last three (3) fiscal years for audit fees are as follows:

Financial YearEnding(1)	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2020	$95,000 (CAD)	Nil	Nil	Nil
2019	$45,000.00 (CAD)	Nil	Nil	Nil
2018	$71,490.95 (USD)	Nil	Nil	Nil

Notes:

(1) The Corporation changed auditors from DeCoria, Maichel & Teague, P.S to Zeifmans LLP as auditor of the Corporation's financial statements for the year ended December 31, 2020, and the Corporation changed auditors from Fruci & Associates II, PLLC to DeCoria, Maichel & Teague, P.S as auditor of the Corporation's financial statements for the year ended December 31, 2018.

Exemption

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 and, as such, the Corporation is exempt from Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The financial statements of the Corporation for the year ended December 31, 2020, and the auditors' report thereon, are filed on SEDAR and posted on the Corporation's website will be available to Shareholders for their consideration.

Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice, in the addressed envelope to the Corporation.

No formal action will be taken at the Meeting to approve the financial statements, which are approved by the Board of Directors of the Corporation in accordance with applicable corporate and securities legislation.

Election of Directors

The term of office of each of the present directors expires at the Meeting. The number of directors to be elected at the Meeting has been fixed at six (6). Management of the Corporation proposes to nominate the persons named below for election as directors of the Corporation at the Meeting to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. All of the nominees are currently members of the Board of Directors of the Corporation.

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the election, as directors, of the proposed slate of nominees whose names are set forth below. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected.

The following information concerning the proposed nominees has been furnished by each of them:

Name, Residence andPresent Office Held	Principal Occupation or Employment	Director /OfficerSince	Number ofCommon SharesBeneficiallyOwned orControlled(1) andpercentage of totalissued andoutstanding
Ommid Faghani(2)Toronto, ON	Mr. Faghani is President of Newland FinancialInc.since2015,aprivatelendingandinvestment company and Managing Directorof Canadian Consulting Group Inc. since 1997,animmigration,businessandinvestmentconsulting firm.	August 1,2020	19,979,772(8.4%)
Scott Reeves(2)Calgary, ABSecretary and Director	Mr. Reeves is a partner at the law firm ofTingle Merrett LLP.	May 2,2018	11,500(0.004%)
Kaivan, Talachian(2)Toronto, ON	Mr. Talachian is a practising pharmacist with25yearofdiverseexperienceinpharmaceutical,medicaldevicesandhealthcare information technology.He hasbeeninvolvedinthemedicalcannabisresearch, education and innovation since 2013.	August 1,2020	258,850(1.1%)
Jacqueline JordanToronto, ON	Ms. Jordan is the fomer Director of DigitalOperations Technical Support (Oct. 2018 –Oct 2020) and prior thereto the Manager,Client Support and Solutions Deployment(July 2004 – Oct 2018) at the UniversityHealth Network, Research Toronto.	Nominee	Nil

Notes:

(1) The information as to the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees. These figures do not include any securities that are exercisable for Common Shares upon the exercise of stock options or performance warrants.

(2) The Corporation's audit committee is currently comprised of Messrs. Faghani, Talachian and Reeves.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no director or proposed director of the Corporation is, or has been within the past ten years, a director or officer of any other company that, while such person was acting in that capacity:

(i) was the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days;
(ii) was subject to an event that resulted, after that individual ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days; or
(iii) within a year of that individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On April 29, 2016, Edge Resources Inc., ("Edge"), of which Mr. Reeves was a director and corporate secretary, received an order of the Court of Queen's Bench of Saskatchewan appointing Grant Thornton as receiver over the company's Saskatchewan-based assets and, on September 2, 2016, received an order of the Court of Queen's Bench of Alberta appointing Grant Thornton as receiver over the company's Alberta-based assets. The receiver was discharged on the Alberta-based assets on December 19, 2016 and on the Saskatchewan-based assets on February 1, 2017. On August 5, 2016 Edge received a cease trade order from the Alberta Securities Commission for failure to file financial statements. Since a Receiver had been appointed for Edge on April 29, 2016, the officers and directors of Edge were no longer in control of the assets or undertaking of Edge, being replaced by Grant Thornton (the Receiver). This made it impossible, following such date, for the directors of Edge to affect the continuance of Edge's public filings. A copy of the order may be provided by request.

Mr. Reeves was a director and Corporate Secretary of Quattro Exploration and Production Ltd. ("Quattro") when, on May 3, 2016, due to the failure of Quattro to file its annual audited financial statements and management discussion and analysis for the year ended December 31, 2015, the Alberta Securities Commission issued a management cease trade order (the "Quattro MCTO") ordering the cessation of trading in the securities of Quattro by its senior management and directors, including Mr. Reeves. On June 20, 2016, the ASC, pursuant to the filing of the outstanding annual audited financial statements and management discussion and analysis of Quattro, revoked the Quattro MCTO. On September 8, 2016, Quattro received an order from the Court of Queen's Bench of Alberta granting creditor protection pursuant to the Companies' Creditors Arrangement Act (Alberta). The order was extended by the court until November 30, 2016 on October 7, 2016. On February 2, 2017, Quattro received an order of the Court of Queen's Bench of Alberta appointing Hardy & Kelly Inc. as receiver over the company's assets. On May 8, 2017, Quattro received a cease trade order from the Alberta Securities Commission for failure to file financial statements. Since a Receiver had been appointed for Quattro on February 2, 2017, the officers and directors of Quattro were no longer in control of the assets or undertaking of Quattro, being replaced by Hardy & Kelly Inc. (the Receiver). This made it impossible, following such date, for the directors of Quattro to affect the continuance of Quattro's public filings. A copy of the order may be provided by request.

Mr. Reeves was the Corporate Secretary of Perisson Petroleum Corporation ("Perisson") on May 1, 2018, when the ASC issued an MCTO ordering the cessation of trading in the securities of Perisson by certain of its insiders, including Mr. Reeves, for its failure to file annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended December 31, 2017. The MCTO was lifted on June 18, 2018 upon filing of the annual audited financial statements.

Mr. Reeves was a director and Corporate Secretary and Mr. Caridi a director of the Corporation of the Corporation on May 1, 2019, when the Ontario Securities Commission issued an MCTO ordering the cessation of trading in the securities of the Corporation by certain of its insiders, for its failure to file annual audited financial statements, management's discussion and analysis, and certification of annual filings for the year ended December 31, 2017. The MCTO was lifted on June 4, 2019, upon completion of the filing. In addition, on June 25, 2020, the Ontario Securities Commission issued an MCTO ordering the cessation of trading in the securities of the Corporation by certain of its insiders, for its failure to file annual audited financial statements, management's discussion and analysis, and certification of annual filings for the year ended December 31, 2019. The Ontario Securities Commission on July 15, 2020, converted the MCTO to a failure to file cease trade order ("FFCTO") and on September 23, 2020. The FFCTO was lifted on upon completion of the filing.

Mr. Reeves was a director of CBD Global Sciences Inc. ("CBD") and on June 18, 2020, the Alberta Securities Commission issued an MCTO ordering the cessation of trading in the securities of CBD by certain of its insiders, for its failure to file annual audited financial statements, management's discussion and analysis, and certification of annual filings for the year ended December 31, 2019. The MCTO was lifted on August 6, 2020, upon completion of the filing.

Mr. Reeves is a director of Radiko Holdings Corp. ("Radiko") and on June 17, 2020, the Alberta Securities Commission issued an MCTO ordering the cessation of trading in the securities of Radiko by certain of its insiders, for its failure to file annual audited financial statements, management's discussion and analysis, and certification of annual filings for the year ended December 31, 2019 and the Alberta Securities Commission also issued a MCTO on July 17, 2020, for Radiko's failure to file its interim financial statements, management discussion and analysis and certification of interim filing for the period ended March 31, 2020. The MCTO for the annual filings was lifted on August 10, 2020, upon completion of the annual filing and the MCTO for the interim filings was lifted on August 25, 2020, upon completion of the interim filings. On May 6, 2021, the Alberta Securities Commission and the Ontario Securities Commission issued a Cease Trade Order for Radiko's failure to file its annual audited financial statements, management's discussion and analysis, and certification of annual filings for the year ended December 31, 2020.

Individual Bankruptcies

No director or proposed director of the Corporation is or has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

No proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority. No proposed director of the Corporation has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Conflicts of Interest

The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other oil and gas issuers, in which case a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Business Corporations Act (Alberta).

Appointment of Auditors

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favor of the appointment of Zeifmans LLP as auditors of the Corporation, to hold this position until the close of the next annual meeting, at a remuneration to be determined by the Board of Directors of the Corporation. Zeifmans LLP have been the auditors of the Corporation since January 9, 2021, replacing the Corporation's previous auditors, DeCoria, Maichel & Teague, P.S who had been the Corporation's auditors since February 8, 2019.

Approval of the appointment of the auditors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. Unless instructed otherwise, the management designees in the accompanying instrument of proxy intend to vote FOR the resolution to approve Zeifmans LLP as auditors of the Corporation.

Consolidation of Shares

At the meeting, Shareholders will be asked to consider and, if thought appropriate, to pass a special resolution approving the consolidation of the issued and outstanding Common Shares (which includes any outstanding convertible security) on the basis of up to 5 to 1 existing Common Shares for new Common Shares (the "Consolidation Range"), as determined by the Board of Directors in their sole discretion (the "Share Consolidation"). Any resulting fractional shares will be either rounded up or down to the nearest whole Common Share.

The Share Consolidation will affect all Shareholders uniformly and will not affect any Shareholder's percentage ownership interest in the Corporation, except to the extent that the Share Consolidation would otherwise result in any Shareholder being owed a fractional share. In addition, the Share Consolidation will not affect any Shareholder's proportionate voting rights, subject to the treatment of fractional shares. Options and other exchangeable or convertible securities will be consolidated in accordance with the terms of the respective securities at the same share consolidation ratio as determined by the Board.

The Share Consolidation is expected to increase the trading price of the Common Shares, which the Board believes will enhance their marketability and may increase the liquidity of the Common Shares if implemented at an appropriate time. This may be important to the Corporation in the future should it wish to explore potential listings on exchanges that require a minimum trading price. The Board also believes that the Share Consolidation could result in broader interest and demand from those institutional and other investors that have internal guidelines and policies discouraging or prohibiting investments in lower-priced shares.

The Board believes that Shareholder approval of a range of potential consolidation ratios (rather than a single consolidation ratio) provides the Board with maximum flexibility to achieve the desired results of the Share Consolidation. If the special resolution is approved by the Shareholders, the Share Consolidation would only be implemented, if at all, upon a determination by the Board that it is in the best interest of the Corporation and its Shareholders at that time. The Board's selection of the specific ratio will be based primarily on the price level of the Shares at the time and expected stability of that price level.

Upon a decision being made by the Board to implement the Share Consolidation using the above Consolidation Range, the effective date for the Share Consolidation will be set by the Board, and registered Shareholders will be sent a letter of transmittal as soon as practicable after the effective date of the Share Consolidation for use in delivering their pre-consolidation share certificates to the Corporation's transfer agent and registrar. The letter of transmittal will contain instructions on how to surrender certificate(s) representing a Shareholder's pre-consolidated shares to the transfer agent. The transfer agent will forward to each registered shareholder who has sent the required documents a new share certificate representing the number of post-consolidation shares to which the Shareholder is entitled. Until surrendered, each share certificate representing pre-consolidation shares will be deemed for all purposes to represent the number of whole post-consolidation shares to which the holder is entitled as a result of the Share Consolidation. Shareholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to do so.

Non-registered Shareholders whose Common Shares are registered in the name of an intermediary should note that intermediaries may have different procedures for processing the Share Consolidation than the procedures applied by the Corporation for registered Shareholders. Non-registered Shareholders having questions in this regard are encouraged to contact their intermediary.

There are numerous factors and contingencies that affect the market price of the Common Shares, including factors related to the Corporation and its business and general economic and market conditions. The Corporation's total market capitalization after the Share Consolidation may be lower than immediately before the Share Consolidation. There can be no assurance that the market price of the Common Shares of the Corporation will be sustained at or above the price that reflects the Consolidation Ratio multiple as compared with the market price immediately before the Share Consolidation. While management believes that a higher share price may generate greater investor interest in the Common Shares, there can be no assurance that a higher market price of the Common Shares resulting from the Share Consolidation will satisfy investment policies and guidelines of such investors. Further, the liquidity of the Common Shares may be adversely affected by the reduced number of Common Shares outstanding post-Consolidation and "odd lots" of less than 100 Common Shares resulting from the consolidation may be more difficult to sell, or result in greater transaction costs per share, than "board lots" representing multiples of 100 Common Shares.

The Canada Business Corporations Act ("CBCA") requires that the Share Consolidation be approved by a special resolution of the Shareholders, being a majority of not less than two-thirds (2/3) of the votes cast by Shareholders present in person or by proxy at the Meeting. In addition to the approval of the Shareholders, the Share Consolidation requires the approval of the CSE. The Corporation has applied to the CSE for conditional approval of the proposed Share Consolidation, which, if accepted, will be valid for a year and will provide that shareholder approval will have to be obtained again if the Corporation does not proceed with the Share Consolidation within a year of the CSE approval.

The text of the special resolution regarding this matter is as follows (the "Consolidation Resolution"):

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the Corporation is hereby authorized to consolidate the issued and outstanding common shares in the capital of the Corporation (which also includes outstanding convertible securities) on the basis of one (1) new common share for up to five (5) existing common shares, as may be determined by the board of directors acting in its sole discretion (the "Share Consolidation");
any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation to execute and deliver all such documents and to do all such other acts and things as such director may determine to be necessary or advisable in connection with such Share Consolidation and to effect such amendment including the execution and delivery to the regulatory authorities of articles of amendment for such purpose, the execution of any such document or the doing of any such other act or thing by any one director or officer of the Corporation being conclusive of such determination; and
notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the shareholders of the Corporation, to revoke this special resolution at any time."

The approval by Shareholders requires a favourable vote of at least 66 2/3% of the Common Shares voted in respect thereof at the Meeting. Unless instructed otherwise, the management designees in the accompanying instrument of proxy intend to vote FOR the Consolidation Resolution.

Name Change

At the Meeting Shareholders will be asked to consider and, if deemed appropriate, to approve, with or without variation, a special resolution authorizing the Board to change the name of the Corporation to "Optima Medical Innovations Inc." or such name as the Board may, in their sole discretion, determine to be appropriate. To be effective, the Name Change Resolution must be passed by the affirmative vote of 662/3 of the votes cast by Shareholders, present in person or by proxy at the Meeting.

The text of the special resolution regarding this matter is as follows (the "Name Change Resolution"):

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

(a) an amendment to the articles of the Corporation to change the name of the Corporation from "Tree of Knowledge International Corp." to "Optima Medical Innovations Inc." or such other name as the directors of the Corporation may in their sole discretion determine to be appropriate, and without further approval of the shareholders of the Corporation, is hereby authorized and approved.

(b) Notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation may, in their sole discretion, and without further approval of the shareholders of the Corporation, revoke this special resolution before it is acted upon and not proceed with the name change as contemplated herein.

(c) Any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer of the Corporation be necessary or desirable to carry out the intent of the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the taking of any such act or thing."

Management of the Corporation recommends that Shareholders vote in favour of the Name Change Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Name Change Resolution.

Ratification and Re-Approval of Stock Option Plan

The approval by Shareholders requires a favorable vote of a majority of the Common Shares voted in respect thereof at the Meeting. Options to purchase Common Shares that were previously granted to directors, officers and employees of the Corporation will be deemed to be granted under the Plan.

The text of the resolution regarding this matter is as follows:

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

the stock option plan (the "Plan") of the Corporation, as described in the Management Proxy Circular of the Corporation dated August 19, 2021, as may be amended by the board of directors as required by applicable securities regulatory authorities or stock exchanges, is hereby ratified, adopted and re-approved;
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 of the Corporation;
the shareholders of the Corporation hereby expressly authorize the board of directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and
any one director or officer of the Corporation is authorized, on behalf of the Corporation, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution."

Re-approval of the Plan will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholder present in person or by proxy at the Meeting. Unless otherwise directed, the persons named in the accompanying Instrument of Proxy intend to vote such proxies in favour of the resolution re-approving the Plan. For a summary of the Plan, please refer to the section herein entitled "Incentive Awards".

OTHER MATTERS

As of the date of this Management Proxy Circular, the board of directors and management know of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, proxies in favour of management nominees will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the internet on the Corporation's website https://www.tokicorp.com/ and the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. Financial information on the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation which can also be accessed at www.sedar.com. The delivery of this Management Proxy Circular has been approved by the directors of the Corporation.

SCHEDULE "A" CORPORATE GOVERNANCE POLICY

CORPORATE GOVERNANCE DISCLOSURE (FORM 58-101F2) FOR THE YEAR ENDED DECEMBER 31, 2020

1. Board of Directors Disclose how the board of directors (the "Board") facilitates its exercise of independent supervision over management, including
- (i) the identity of directors that are independent, and

For the year ended December 31, 2020 Mr. Kaivan Talachian was independent.

(ii) the identity of directors who are not independent, and the basis for that determination.

For the year ended December 31, 2020, Ommid Faghani and Michael Caridi were not independent as they were officers, employees or consultants of the Corporation. Scott Reeves is also not independent as he provided legal services to the Corporation.

In determining whether a director is independent, the Corporation chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director's ability to objectively assess the performance of management.

2. Directorships — If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction identify both the director and the other issuer.

Scott Reeves is currently a director of International Cannabrands Inc., dba Radiko Holdings (CSE: RDKO), Navion Capital Inc. (TSXV: NAVN.P) and Starrex International Corp. (CSE: STX).

3. Orientation and Continuing Education — Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.

The Board of the Corporation takes the following measures to ensure that all new directors receive a comprehensive orientation regarding the role of the Board, its committees and its directors, and the nature and operation of the Corporation:

a. each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Corporation's business will be necessary and relevant to each new director; and
b. the Corporation provides incoming directors with information regarding obligations of directors in Canada, as well as a copy of the Corporation's policies, which provide a comprehensive introduction to the Board and its committees.

To provide continuing education for its directors in order that they maintain the skill and knowledge necessary for them to meet their obligation as directors, the Corporation has offered to pay for any courses or certifications Directors may wish to take in order to further their continuing education as directors of the Corporation.

4. Ethical Business Conduct — Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

*The Board of the Corporation has adopted a written code of business conduct & ethics (the "Code") for its directors, officers, employees and consultants.*As one measure to ensure compliance with the Code, the Board has established a whistleblower policy which details complaint procedures for financial concerns.

The Board must comply with the conflict of interest provisions of the Canada Business Corporations Act as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transaction and agreements in respect of which a director or executive officer has a material interest.

In addition to the Code, the Board intends to adopt a communications and corporate disclosure policy, a policy on stock trading and use of material information, and a code of employee conduct to encourage and promote a culture of ethical business conduct.

5. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for Board nomination, including:
- (i) who identifies new candidates, and
- (ii) the process of identifying new candidates.

In order to identify new candidates for nomination to the Board, the Board of the Corporation considers the advice and input of the entire Board, regarding:

a. the appropriate size of Board, the necessary competencies and skills of the Board as a whole and the competencies and skills of each director individually; and
b. the identification and recommendation of new individuals qualified to become a new Board member. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required and a willingness to serve.
6. Compensation — Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:
- (i) who determines compensation; and
- (ii) the process of determining compensation.

The Board of Directors as a whole acts as the compensation committee and decides on the compensation of the Corporation's directors and the CEO which the Board of Directors feels is suitable, primarily by comparison of the remuneration paid by other reporting issuers that the Board of Directors feels are similarly placed within the same business of the Corporation.

7. Other Board Committees — If the Board has standing committees other than the audit and compensation identify the committees and describe their function.

At present, the Board does not feel it necessary to establish any committees other than the audit committee; however, the Board remains open to such a possibility as the Corporation continues to grow in the future. The Board believes that the Corporation's size is sufficiently small to facilitate a direct management structure without the need to delegate decision making or authority to a committee.

8. Assessments — Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

The entire Board will evaluate the effectiveness of the Board, its committees and individual directors. To facilitate this evaluation, each committee will conduct an annual assessment of its performance, consisting of a review of its charter, the performance of the committee as a whole and the performance of the committee chair. In addition, the Board will conduct an annual review of its performance.

SCHEDULE "B"

TREE OF KNOWLEDGE INTERNATIONAL CORP. (the "Corporation")

AUDIT COMMITTEE CHARTER

1. Establishment of Audit Committee: The directors of the Corporation (the "Directors") have established an audit committee (the "Audit Committee").
1. Membership: The membership of the Audit Committee shall be as follows:
- (a) The Audit Committee shall be composed of three members or such greater number as the Directors may from time to time determine.
- (b) The majority of the members of the Audit Committee shall be independent Directors and not less than one quarter (1/4) of the members shall be Canadian residents.
- (c) Each member of the Audit Committee shall be financially literate. For purposes hereof "financially literate" has the meaning set forth under MI 52-110 (as amended from time to time) and currently means the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably be expected to be raised by the Corporation's financial statements.
- (d) Members shall be appointed annually from among members of the Directors. A member of the Audit Committee shall ipso facto cease to be a member of the Audit Committee upon ceasing to be a Director of the Corporation.
1. Oversight Responsibility: The external auditor is ultimately accountable to the Directors and the Audit Committee, as representatives of the shareholders and such shareholders representatives have the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the external auditors (or to nominate the external auditors to be proposed for shareholder approval in any management information circular and proxy statement). The external auditor shall report directly to the Audit Committee and shall have the responsibilities as set forth herein.
1. Mandate: The Audit Committee shall have responsibility for overseeing:
- (a) the accounting and financial reporting processes of the Corporation; and
- (b) audits of the financial statements of the Corporation.

In addition to any other duties assigned to the Audit Committee by the Directors, from time to time, the role of the Audit Committee shall include meeting with the external auditor and the senior financial management of the Corporation to review all financial statements of the Corporation which require approval by the Directors, including year end audited financial statements. Specifically, the Audit Committee shall have authority and responsibility for:

(a) reviewing the Corporation's financial statements, MD&A and earnings press releases before the information is publicly disclosed;
(b) overseeing the work of the external auditors engaged for purpose of preparing or issuing, an audit report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting;
(c) reviewing annually and recommending to the Directors:
- (i) the external auditors to be nominated for purposes of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; and
- (ii) the compensation of the external auditors.
(d) discussing with the external auditor:
- (i) the scope of the audit, in particular their view of the quality of the Corporation's accounting principles as applied in the financials in terms of disclosure quality and evaluation methods, inclusive of the clarity of the Corporation's financial disclosure and reporting, degree of conservatism or aggressiveness of the Corporation's accounting principles and underlying estimates and other significant decisions made by management in preparing the financial disclosure and reviewed by the auditors;
- (ii) significant changes in the Corporation's accounting principles, practices or policies; and
- (iii) new developments in accounting principles, reporting matters or industry practices which may materially affect the Corporation.
(e) reviewing with the external auditor and the Corporation's senior financial management the results of the annual audit regarding:
- (i) the financial statements;
- (ii) MD&A and related financial disclosure contained in continuous disclosure documents;
- (iii) significant changes, if any, to the initial audit plan;
- (iv) accounting and reporting decisions relating to significant current year events and transactions;
- (v) the management letter, if any, outlining the auditor's findings and recommendations, together with management's response, with respect to internal controls and accounting procedures; and
- (vi) any other matters relating to the conduct of the audit, including such other matters which should be communicated to the Audit Committee under Canadian generally accepted auditing standards.
(f) reviewing and discussing with the Corporation's senior financial management and, if requested by the Audit Committee, the external auditor:
- (i) the interim financial statements;
- (ii) the interim MD&A; and
- (iii) any other material matters relating to the interim financial statements, including, inter alia, any significant adjustments, management judgments or estimates, new or amended accounting policies.
(g) receipt from external auditor of a formal written statement delineating all relationships between the auditor and the Corporation and considering whether the advisory services performed by the external auditor during the course of the year have impacted their independence, and also ensuring

that no relationship or services between ) the external auditor and the Corporation is in existence which may affect the objectivity and independence of the auditor or recommending appropriate action to ensure the independence of the external auditor.

(h) pre-approval of all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditors or the external auditors of the Corporation's subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit committee.
(i) reviewing and discussing with the external auditors and senior financial management: the adequacy of procedures for review of disclosure of financial information extracted or derived from financial statements, other than the disclosure referred to in subparagraph (a) above.
(j) establishing and reviewing of procedures for:
- (i) receipt, retention and treatment of complaints received by the Corporation and its subsidiary entities regarding internal accounting controls, or auditing matters;
- (ii) anonymous submission by employees of the Corporation and its subsidiary entities of concerns regarding questionable accounting or auditing matters; and
- (iii) hiring policies regarding employees and former employees of present and former external auditors of the Corporation and its subsidiary entities.
(k) reviewing with the external auditor, the adequacy of management's internal control over financial reporting relating to financial information and management information systems and inquiring of management and the external auditor about significant risks and exposures to the Corporation that may have a material adverse impact on the Corporation's financial statements, and inquiring of the external auditor as to the efforts of management to mitigate such risks and exposures.
(l) reviewing and/or considering that, with regard to the previous fiscal year,
- management has reviewed the Corporation's audited financial statements with the Audit Committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the financial statements;
- the external auditors and the Audit Committee have discussed the external auditors' judgments of the quality of the accounting principles applied and the type of judgments made with respect to the Corporation's financial statements;
- the Audit Committee, on its own (without management or the external auditors present), has considered and discussed all the information disclosed to the Audit Committee from the Corporation's management and the external auditor; and
- in reliance on review and discussions conducted with senior financial management and the external auditors, the Audit Committee believes that the Corporation's financial statements are fairly presented in conformity with Canadian Generally Accepted Accounting Principles (GAAP) in all material respects and that the financial statements fairly reflect the financial condition of the Corporation.

5. Administrative Matters: The following general provisions shall have application to the Audit Committee:

(a) A quorum of the Audit Committee shall be the attendance of a majority of the members thereof, provided that at least one member in attendance is a Canadian resident. No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present or by a resolution in writing signed by all the members of the Audit Committee.

(b) Any member of the Audit Committee may be removed or replaced at any time by resolution of the Directors of the Corporation. If and whenever a vacancy shall exist on the Audit Committee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the foregoing, each member of the Audit Committee shall hold such office until the close of the annual meeting of shareholders next following the date of appointment as a member of the Audit Committee or until a successor is duly appointed.
(c) The Audit Committee may invite such Directors, directors, officers and employees of the Corporation or affiliates thereof as it may see fit from time to time to attend at meetings of the Audit Committee and to assist thereat in the discussion of matters being considered by the Audit Committee. The external auditors are to appear before the Audit Committee when requested to do so by the Audit Committee.
(d) The time and place for the Audit Committee meetings, the calling and the procedure at such meetings shall be determined by the Audit Committee having regard to the Articles and By-Laws of the Corporation.
(e) The Chair shall preside at all meetings of the Audit Committee and shall have a second and deciding vote in the event of a tie. In the absence of the Chair, the other members of the Audit Committee shall appoint are presentative amongst them to act as Chair for that particular meeting.
(f) Notice of meetings of the Audit Committee may be given to the external auditors and shall be given in respect of meetings relating to the annual audited financial statements. The external auditors have the right to appear before and to be heard at any meeting of the Audit Committee. Upon the request of the external auditors, the Chair of the Audit Committee shall convene a meeting of the Audit Committee to consider any matters which the external auditors believe should be brought to the attention of the Directors or shareholders of the Corporation.
(g) The Audit Committee shall report to the Directors of the Corporation on such matters and questions relating to the financial position of the Corporation or any affiliates of the Corporation as the Directors of the Corporation may from time to time refer to the Audit Committee.
(h) The members of the Audit Committee shall, for the purpose of performing their duties, have the right to inspect all the books and records of the Corporation and its affiliates, and to discuss such books and records that are in any way related to the financial position of the Corporation with the Directors, directors, officers, employees and external auditors of the Corporation and its affiliates.
(i) Minutes of the Audit Committee meetings shall be recorded and maintained. The Chair of the Audit Committee will report to the Directors on the activities of the Audit Committee and/or the minutes of the Audit Committee meetings will be promptly circulated to the Directors or otherwise made available at the next meeting of Directors.
(j) The Audit Committee shall have the authority to:
- (i) engage independent counsel and other advisors or consultants as it determines necessary to carry out its duties;
- (ii) set and pay the compensation for any advisors employed by the Audit Committee; and
- (iii) communicate directly with the internal (if any) and external auditors and qualified reserves evaluators or auditors.

AI assistant

Optima Medical Innovations Corp. — Proxy Solicitation & Information Statement 2021

46223_rns_2021-08-27_600072a5-a295-4e6e-b9a7-5b9585767d26.pdf

TREE OF KNOWLEDGE INTERNATIONAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

TREE OF KNOWLEDGE INTERNATIONAL CORP. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Ommid Faghani

Chief Executive Officer and Director

TREE OF KNOWLEDGE INTERNATIONAL CORP.

MANAGEMENT PROXY CIRCULAR

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

Appointment of Proxyholders

Signing of Proxy

Revocability of Proxies

Voting of Proxies and Exercise of Discretion by Proxyholders

Notice-and-Access

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Shares and Record Date

Common Shares

Voting of Common Shares – General

Advice To Beneficial Shareholders

Principal Holders of Voting Shares

Quorum

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Compensation Philosophy and Objectives of the Compensation Program

Components of Compensation

Base Salary

Cash Bonus

Option Awards

Performance Warrants

Risk Assessment and Oversight

Director and NEO Compensation, Excluding Stock Options and Other Compensation Securities

Notes:

Stock Options and Other Compensation Securities

Stock Option Plans and other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Directors and NEO compensation

Pension disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemption

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Election of Directors

Notes:

Corporate Cease Trade Orders or Bankruptcies

Individual Bankruptcies

Penalties or Sanctions

Conflicts of Interest

Appointment of Auditors

Consolidation of Shares

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Name Change

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Ratification and Re-Approval of Stock Option Plan

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

OTHER MATTERS

ADDITIONAL INFORMATION

SCHEDULE "A" CORPORATE GOVERNANCE POLICY

CORPORATE GOVERNANCE DISCLOSURE (FORM 58-101F2) FOR THE YEAR ENDED DECEMBER 31, 2020

Optima Medical Innovations Corp. Proxy Solicitation & Information Statement 2021