Oragin Foods Inc. - Proxy Solicitation & Information Statement 2021

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NOTICE OF MEETING

AND

INFORMATION CIRCULAR

FOR AN ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

ORGANIC GARAGE LTD.

TO BE HELD ON JULY 28, 2021

June 11, 2021

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

ORGANIC GARAGE LTD.

610 – 475 West Georgia Street Vancouver, BC V6B 4M9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF ORGANIC GARAGE LTD.

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the " Meeting ") of the holders of common shares of Organic Garage Ltd. (the " Company ") will be held on July 28[th] , 2021 at 3:30 p.m. EST by telephone by calling in to 1 (888) 892-3255, toll-free, and only if required by applicable laws (see for more information below), also in person at 390 Bay Street, Unit 700A, Toronto, ON M5H 2Y2, for the following purposes, as further described in the accompanying management information circular dated June 11, 2021 (the “ Circular ”):

to receive the audited annual financial statements of the Company for the fiscal year ended January 31, 2021 together with the auditor's report thereon and the management discussion and analysis of the Company for the year ended January 31, 2021;
to elect the directors of the Company for the ensuing year;
to appoint Smythe LLP, Chartered Accountants, as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditor's remuneration;
to re-approve the 10% rolling stock option plan of the Company, in the same or substantially the same form as previously approved by the shareholders of the Company and as more particularly described in the Circular; and
to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

Shareholders are referred to the Circular for more detailed information with respect to matters to be considered at the Meeting and for the full text of the resolutions.

The Company is using the "notice-and-access" provisions under National Instrument 54-101 (with respect to beneficial shareholders) and National Instrument 51-102 (with respect to registered shareholders) (the " Notice-and-Access Provisions ") to send proxy-related materials to its shareholders. The Notice-andAccess 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 an information circular in respect of a meeting of its shareholders and related materials online.

ACCESS TO MATERIALS: The Circular, as well as audited consolidated financial statements for the years ended January 31, 2021 and 2020 and management’s discussion and analysis related thereto and any other proxy-related materials are available electronically on our website at www.organicgarage.com and under our profile on SEDAR at www.sedar.com. The Circular will also be available at: https://docs.tsxtrust.com/2255.

If you wish to receive a paper copy of the materials or if you have any questions about notice and access, please contact our transfer agent, TSX Trust Company, by toll-free telephone at 1-866-600-5869 or by email at [email protected]. Paper copies of the materials will be made available free of charge. A paper copy will be sent to you within three business days of receiving your request if received in advance of the Meeting or within ten calendar days if a request is received on or after the date of the Meeting and within one year of the date the materials were filed on SEDAR. If you wish to receive a paper

copy of any of these documents before the July 26[th] , 2021 voting deadline, please contact TSX Trust Company by July 19[th] , 2021.

LOCATION AND FORUM : In light of ongoing concerns related to the spread of COVID-19 as at the date of this Notice and Circular, and in order to mitigate potential risks to the health and safety of its shareholders, employees, communities and other stakeholders, the Company wishes to emphasize its priority to decrease the health risks associated with the spread of COVID-19 and adhere to the laws, orders, and recommendations of Canadian public health officials and government authorities in the context of the Meeting.

On April 21, 2020, the Minister of Public Safety and Solicitor General of British Columbia published a temporary order under the Emergency Program Act (British Columbia) (Ministerial Order No. M116) (the “ Order ”). The Order provides that a corporate meeting (including a meeting of shareholders such as the Meeting) held solely by telephone or other communications medium is not required to have a physical location and is deemed to be held in British Columbia, provided certain conditions are met. The Order applies from April 21, 2020 until the date on which the last extension of the declaration of a state of emergency made on March 18, 2020 (the “ Declaration ”) expires or is cancelled. As at the date hereof, the Province of British Columbia has extended the state of emergency through the end of the day on June 22, 2021. It is unknown whether it will be extended again. However, in addition, the Business Corporations Act (British Columbia) has been recently amended to allow BC companies to hold meetings without a physical location provided that shareholders who are entitled to participate in the meeting can do so.

The Meeting will be held by electronic means only (meaning by telephone only). Shareholders may call in to the Meeting at 1 (888) 892-3255, toll-free, by 3:30 p.m. EST on July 28[th] , 2021. Participants will be required to provide their name(s) upon calling, their attendance will be noted, and registered shareholders will be able to vote by the phone equivalent of a show of hands (making key selections as directed on the call). If a ballot is required or demanded during the Meeting, a poll may be taken electronically (by making key selections as directed on the call) or the Meeting may need to be adjourned for any such matter(s). (If it’s determined that the Meeting must be held in a physical location, which is not anticipated , the Company will officially hold the Meeting at 390 Bay Street, Unit 700A, Toronto, ON M5H 2Y2.)

FOR THE REASONS ABOVE, ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE ON THE MATTERS BEFORE THE MEETING BY PROXY. Shareholders are reminded to review the Circular carefully before voting as the Information Circular has been prepared to help you make an informed decision.

The Board of Directors of the Company has fixed June 8, 2021 as the record date (the “ Record Date ”) for the determination of shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to receive notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

VOTING YOUR SHARES : Shareholders may vote their common shares online, by phone or by mail according to the directions on the form of proxy or VIF, as applicable. Registered shareholders can use the enclosed form of proxy to vote in advance of the Meeting. The form of proxy is also available on our website at www.organicgarage.com and under our profile on SEDAR at www.sedar.com.

If you are a registered shareholder and wish to vote by proxy, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, TSX Trust Company, located at Suite 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1 no later than 3:30 p.m. EST on July 26[th] , 2021 , or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) before the time and date of any adjournment or postponement of the Meeting.

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

Dated at the City of Toronto, in the Province of Ontario, this 11[th] day of June, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF THE ORGANIC GARAGE LTD.

(signed) " Matt Lurie "

Matt Lurie President Organic Garage Ltd.

ORGANIC GARAGE LTD. 610 – 475 West Georgia Street Vancouver, BC V6B 4M9

INFORMATION CIRCULAR

This Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Organic Garage Ltd. (the “ Company ”) for use at the annual general and special meeting (the “ Meeting ”) of its shareholders to be held on July 28[th] , 2021 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Circular, references to “the Company”, “we” and “our” refer to Organic Garage Ltd., “common shares” means common shares without par value in the capital of the Company, “Beneficial Shareholders” means shareholders who do not hold common shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Time, Date and Place

On April 21, 2020, the Minister of Public Safety and Solicitor General of British Columbia published a temporary order under the Emergency Program Act (British Columbia) (Ministerial Order No. M116) (the “ Order ”). The Order provides that a corporate meeting (including a meeting of shareholders such as the Meeting) held solely by telephone or other communications medium is not required to have a physical location and is deemed to be held in British Columbia, provided certain conditions are met. The Order applies from April 21, 2020 until the date on which the last extension of the declaration of a state of emergency made on March 18, 2020 (the “ Declaration ”) expires or is cancelled. As at the date hereof, the Province of British Columbia has extended the state of emergency through the end of the day on June 22, 2021. In addition, the Business Corporations Act (British Columbia) has been amended, effective June 2, 2021, to allow BC companies to hold meetings without a physical location provided that shareholders who are entitled to participate in the meeting can do so.

FOR THE REASONS ABOVE, ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE ON

THE MATTERS BEFORE THE MEETING BY PROXY. Shareholders are reminded to review the Circular carefully before voting as the Information Circular has been prepared to help you make an informed decision.

Record Date

The record date for determining shareholders of the Company entitled to receive notice of and to vote at the Meeting is the close of business on June 8, 2021. Only shareholders of the Company of record at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Voting Shares and Principal Holders Thereof

The authorized share capital of the Company consists of an unlimited number of common shares. As of the date hereof, the Company has 59,624,192 common shares issued and outstanding, each of which carries the right to one vote in respect of each of the matters properly coming before the Meeting.

To the knowledge of the directors and executive officers of the Company, as at the date of this Circular, no person or company owns beneficially, or exercises control or direction over, directly or indirectly, securities carrying in excess of ten percent (10%) of the voting rights attached to any class of outstanding voting securities of the Company aside from CDS and the following:

Matt Lurie - 8,150,000 common shares (13.7% as at June 11, 2021)

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting and any adjournment thereof for the purposes set forth in the Notice of Meeting. The solicitation of proxies will be primarily by mail, but proxies may also be solicited in person or other form of correspondence. The cost of preparing and mailing this Circular and other material relating to the Meeting and the cost of soliciting proxies has been or will be borne by the Company.

Voting by Proxies

The Proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. As at the date of this Circular, the Company's management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting.

If the instructions in a proxy given to the Company's management are certain, the shares represented by proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll as specified in the proxy with respect to the matter to be acted on. If a choice is not so specified with respect to any such matter, the shares represented by a proxy given to the Company's management will be voted FOR the approval of each of the matters described in the Notice of Meeting. A shareholder has the right to appoint a person (who need not be a shareholder of the Company) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the persons designated in the Proxy and may exercise such right by inserting the name in full of the desired person in the blank space provided in the Proxy and striking out the names now designated.

As noted above, shareholders are strongly encouraged to vote prior to the Meeting by completing the Proxy or, alternatively, over the Internet, in each case in accordance with the enclosed instructions. A proxy will not be valid for use at the Meeting unless the completed form of proxy is deposited at the offices of TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 or the proxy vote is otherwise registered in accordance with the instructions thereon, not later than 3:30 p.m. EST on July 26[th] ,

2021, or if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his discretion, and the Chairperson is under no obligation to accept or reject any particular late proxy.

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a shareholder executing the Proxy has the power to revoke it by instrument in writing executed by the shareholder or his or her attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation. To be valid, an instrument of revocation must be received by fax at (416) 201-3039, or by mail or by hand at 579 Kerr Street, Oakville, ON L6K 3E1 at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or delivered to the Chairperson of the Meeting on the day fixed for the Meeting or any adjournment thereof by not later than the time fixed for commencement of the Meeting or such adjourned Meeting. A revocation of a proxy does not affect any manner on which a vote has been taken prior to the revocation.

Notice and Access

The Company is using the "notice-and-access" provisions under National Instrument 54-101 (with respect to beneficial shareholders) and National Instrument 51-102 (with respect to registered shareholders) (the " Notice-and-Access Provision s") to send proxy-related materials to its shareholders. The Notice-andAccess 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 an information circular in respect of a meeting of its shareholders and related materials online.

The Circular, as well as audited consolidated financial statements for the years ended January 31, 2021 and 2020 and management’s discussion and analysis related thereto and any other proxy-related materials are available electronically on our website at www.organicgarage.com and under our profile on SEDAR at www.sedar.com. The Circular will also be available at: https://docs.tsxtrust.com/2255.

Voting by Non-Registered Shareholders

The information set out in this section is important to many shareholders as a substantial number of shareholders do not hold their shares in their own name.

This Circular and the accompanying materials are being sent to registered shareholders and nonregistered shareholders, that is shareholders who hold shares through a broker, investment dealer or other Intermediary (collectively, called " Beneficial Shareholders "). Beneficial Shareholders should note that only proxies deposited by shareholders whose names appear on the share register will be recognized and acted upon at the Meeting. If shares are shown on an account statement that a broker, investment dealer or other Intermediary provides to a Beneficial Shareholder, then in almost all cases the name of the Beneficial Shareholder will not appear on the share register. Such shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares will be

registered in the name of "CDS & Co.", the registration name of CDS Clearing and Depository Services Inc., which company acts as a nominee for many Canadian brokerage firms. The shares held by an Intermediary may only be voted by such Intermediary in accordance with instructions received from Beneficial Shareholders. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for Beneficial Shareholders.

Additional Information for Beneficial Shareholders

Beneficial Shareholders fall into two categories: (i) those who object to their name being made known to the Company (" Objecting Beneficial Owner " or " OBO "); and (ii) those who do not object to the Company knowing their identity (" Non-Objecting Beneficial Owner " or " NOBO "). If you are a non-registered Beneficial Shareholder, and the Company or its agents have sent the materials for the Meeting directly to you, your name and address and the information pertaining to the shares that you beneficially hold have been obtained in accordance with the applicable securities legislation from the broker, investment dealer or other Intermediary who holds the shares on your behalf. By choosing to send these materials directly to you, the Company has assumed responsibility for (i) delivering these materials to you; and (ii) executing the instructions that you provide by means of the voting instruction form (" VIF ").

Securities regulatory policies require brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Each broker, investment dealer or other Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders to ensure that their shares are voted at the Meeting.

The Company has not engaged its registrar and transfer agent, TSX Trust Company, to deliver the materials for the Meeting directly to the Company's NOBOs. This Circular and accompanying materials will be provided to NOBOs by Broadridge Financial Solutions, Inc. (" Broadridge ").

Each NOBO will receive a scannable VIF to be completed and returned by mail in the envelope provided to Broadridge. In addition, by following the instructions provided in the VIF by Broadridge, the NOBO will be able to provide his or her voting instructions through the Internet. In each of these cases, the voting instructions of the NOBOs will be tabulated so that the shares beneficially owned by the NOBO are voted at the Meeting in accordance with those instructions.

The purpose of the VIF is to provide a means for the Beneficial Shareholder to provide instructions as to how the shares of the Beneficial Shareholder are to be voted at the Meeting on the Beneficial Shareholder's behalf. Beneficial Shareholders should therefore carefully follow the procedures that accompany the VIF to ensure that their shares are to be voted at the Meeting in accordance with their instructions.

Accordingly, each Beneficial Shareholder should:

(a) carefully review the VIF and the voting procedures provided with, or as part of, the VIF; and
(b) provide instructions as to the voting of the Beneficial Shareholder's shares in accordance with those voting procedures.

For greater certainty, Beneficial Shareholders should note that they are not entitled to use a VIF received from Broadridge to vote shares directly at the Meeting. Instead, the Beneficial Shareholder must complete the VIF and return it by mail to Broadridge or alternate internet voting procedures outlined therein. The Beneficial Shareholder must complete these steps well in advance of the Meeting in order to ensure such shares are voted.

In the alternative, by following the alternate procedures described in the VIF, the Beneficial Shareholder may attend the Meeting in person or designate another person to attend the Meeting on his or her behalf and vote the shares of the Beneficial Shareholder. As set out in the VIF, there are two such procedures:

(c) the Beneficial Shareholder can appoint himself or herself, or designate another individual, to attend and vote the shares by: (i) entering the appropriate information under the heading "Appointee" in the VIF; or (ii) providing this information through the Internet. If this is done, the Beneficial Shareholder or his or her designate will be entitled to attend the Meeting and vote in person. However, when the Beneficial Shareholder or designate arrives at the Meeting, he or she must register with the scrutineer.
(d) if the Beneficial Shareholder enters his or her name, or that of a designate, in the "Appointee" section of the VIF, he or she need not obtain a legal proxy to attend and vote at the Meeting. However, securities legislation provides that a Beneficial Shareholder may request that a legal proxy be issued to enable the Beneficial Shareholder or designate to attend and vote at the Meeting. A Beneficial Shareholder who wishes to utilize this alternative should (i) enter his or her name or that of a designate in the "Appointee" section of the VIF; and (ii) check the appropriate box on the VIF. A legal proxy that will then be issued will entitle the Beneficial Shareholder or designate to attend the Meeting and vote. However, for this procedure to be effective, the proxy must be submitted in accordance with the requirements applicable to proxies, including the deadline for receipt of proxies, set out in this Information Circular.

Beneficial Shareholders who have questions or concerns regarding any of these procedures may also contact their broker, investment dealer or other Intermediary. It is recommended that inquiries of this kind be made well in advance of the Meeting.

Quorum

The quorum for the transaction of business at a meeting of the Company Shareholders is one or more persons who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 15% of the issued and outstanding shares entitled to be voted at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the Board, the only matters to be dealt with at the Meeting are those matters set forth in the accompanying Notice of Meeting relating to: (i) the receipt of the financial statements for the year ended January 31, 2021 and the auditor's report thereon and the management discussion and analysis of the Company for the year ended January 31, 2021; (ii) the election of directors of the Company; (iii) the appointment of auditors of the Company; and (iv) the re-approval by ordinary resolution of the Company’s 10% rolling incentive stock option plan.

I. Receipt of Financial Statements

The Company's audited financial statements for the year ended January 31, 2021 and the auditor's report thereon and the management discussion and analysis of the Company for the year ended January 31, 2021 will be presented at the Meeting. No vote by the shareholders is required with respect to this matter.

II. Election of Directors

The Board consisted of six (6) directors until December 2020, upon the resignation of Evan Clifford, and since such time has consisted of five (5) directors, all of whom are elected annually. In addition to Mr. Clifford, the Board did and does consist of: Matt Lurie, Kevin Williams, Ken Villazor, Keith Stein and Micheal Lovsin. The Company is seeking re-election by the shareholders of each of the foregoing directors. The term of office for each of the directors of the Company shall expire immediately prior to the Meeting.

The Board has adopted an individual voting standard for the election of directors at the Meeting. Each director elected at the Meeting will hold office until the next annual meeting of shareholders or until his successor is duly elected or appointed pursuant to the articles of the Company, unless his office is earlier vacated in accordance with the provisions of the BCBCA or the Company's articles. It is the intention of the management designees, if named as proxy, to vote FOR the election of each of the persons listed in the table below (the "Nominees") to the Board, unless the shareholder has specified in its proxy that its shares are to be withheld from voting for the election of the particular director.

Management has no reason to believe that any of such Nominees will be unable to serve as directors; however, if, for any reason one or more of the proposed Nominees do not stand for election or are unable to serve as directors, the management designees named in the enclosed form of proxy intend to vote for another nominee or nominees, as the case may be, in their discretion, unless the Shareholder has specified in its proxy that its shares are to be withheld from voting on the election of directors. The following table sets out information in respect of each of the Nominees for director of the Company, and is based on information received by the from said Nominees:

Name and Province of Residence Matt Lurie(2) Ontario, Canada President, CEO and Director	Principal Occupation(s)(1) Mr. Lurie is the President, CEO and a director of the Company as well as its operating subsidiaries, managing the business of the Company.	Director Since October 18, 2016	Shares Held
			8,150,000(5) (13.6%)

Name and Province of Residence Ken Villazor(2)(3) Ontario, Canada Director Keith Stein(3)(4) Ontario Canada Director Kevin Williams (3)(4) Ontario, Canada Director	Principal Occupation(s)(1) Mr. Villazor has more than 30 years of experience in Corporate Affairs including communications, public relations, business development, regulatory affairs, government relations, philanthropy and public policy. He has held numerous senior positions in the pharmaceutical industry working extensively in government regulated aspects of commercial operations including formulary/market access, pricing compliance, price controls, manufacturing grants, regulatory approvals and shaping federal and provincial government policies. Mr. Villazor has also served as the Chairman, CEO and President of Flower One (CSE: FONE, OTCQX: FLOOF, FSE: F1). He has worked for a number of large pharmaceutical companies including SmithKline Beecham, GlaxoSmithKline and Biovail Corporation as well as with the industry’s national trade association based in Ottawa. In addition, Mr. Villazor also spent more than a decade in the sports and entertainment industry including having served as an Alternate Governor and advisor to a National Hockey League franchise. His Board experience spans the academic sector, not-for-profit sector and publicly-traded companies. Mr. Stein joined Dentons, considered the world's largest law firm, as Counsel in 2014 after serving as Counsel at Heenan Blaikie since 2008. From 1994 to 2008, he was a senior executive with Magna International Inc. reporting to the Chairman, Frank Stronach and continued to act as a consultant reporting to the Executive Vice-Chairman until November 2010. Prior to becoming a consultant, Mr. Stein held the position of Senior Vice-President of Corporate Affairs at Magna. Before joining Magna, Mr. Stein was Senior Corporate Counsel for Toyota Canada and Toyota Credit Canada. Mr. Williams is the Head of US Institutional Equity Sales at Cormark Securities Inc. and has been on the Board of Directors at Cormark Securities Inc. since 2006. From 1996 until 1999, Mr. Williams held employment positions in the Investment Banking and Merger and Acquisition Advisory departments at a few leading investment banking firms in North America. Mr. Williams holds a Masters of Business Administration and a Bachelor of Arts (Hons.) from the Richard Ivey School of Business. In addition to his professional activities, Kevin was instrumental in the establishment of the ACCESS Bursary (helps to fund tuition for financially disadvantaged boys and their families) at St. Michael's College School. Mr. Williams also serves as an Investor and Building member of the Leadership Giving community at The Richard Ivey School of Business.	Director Since November 1, 2016 November 16, 2016 July 11, 2017	Shares Held
			250,000(7) (0.4%) 30,500(8) (0.00%) 800,000(9) (1.3%)

Name and Province of Residence Micheal Lovsin(2) (4) Ontario, Canada Director	Principal Occupation(s)(1) Mr. Lovsin is an executive with more than 35 years of experience in retail, including natural foods, pharmacy, product development, regulatory affairs, food safety and quality management systems for both corporate and national brands. Mr. Lovsin recently headed the reinvention of the brand strategy for Coles Supermarkets, Australia's second-largest supermarket. Previous experiences include executive roles at Loblaws as senior vice-president of health and wellness and SVP, Loblaw brands, ULTA Beauty, as VP, merchandising, and Shoppers Drug Mart as VP, category management.	Director Since April 15, 2019	Shares Held
			50,000(10) (0.00%)

_____ (1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. The number of common shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by the nominees themselves and/or available on SEDI.

(2) Member of Audit Committee.

(3) Member of Corporate Governance Committee.

(4) Member of Compensation Committee.

(5) Matt Lurie also holds 1,125,000 options to purchase common shares of the Company as at the date of this Circular. 1,000,000 options are exercisable at $0.36, expiring on July 31, 2022. 125,000 options are exercisable at $0.74, expiring on January 29, 2026. As at January 31, 2021, 50% of such options had vested and were exercisable.

(7) Ken Villazor also holds 475,000 options to purchase common shares of the Company as at the date of this Circular. 350,000 options are exercisable at $0.36, expiring on July 31, 2022. 125,000 options are exercisable at $0.74, expiring on January 29, 2026. As at January 31, 2021, 50% of such options had vested and were exercisable.

(8) Keith Stein also holds 375,000 options to purchase common shares of the Company as at the date of this Circular. 250,000 options are exercisable at $0.36, expiring on July 31, 2022. 125,000 options are exercisable at $0.74, expiring on January 29, 2026. As at January 31, 2021, 50% of such options had vested and were exercisable.

(9) Kevin Williams also holds 375,000 options to purchase common shares of the Company as at the date of this Circular. 175,000 options exercisable at $0.36, expiring on July 31, 2022. 200,000 options are exercisable at $0.74, expiring on January 29, 2026. As at January 31, 2021, 50% of such options had vested and were exercisable.

(10) Micheal Lovsin also holds 375,000 options to purchase common shares of the Company as at the date of this Circular. 250,000 options are exercisable at $0.40, expiring on May 1, 2024. 125,000 options are exercisable at $0.74, expiring on January 29, 2026. As at January 31, 2021, 50% of such options had vested and were exercisable.

None of the proposed directors of the Company is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and officers of the Company acting solely in such capacity.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

Cease Trade Orders

To the knowledge of management and other than as set forth below, no other proposed director of the Company is, as of the date of this Circular, or has been, within ten (10) years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (i) while that person was acting in such capacity; or (ii) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

On April 1, 2013, the British Columbia Securities Commission issued a cease trade order in respect of Monarca Minerals Inc. (formerly, Oremex Silver Inc.), a company of which Keith Stein was a director, for failure to file its financial statements and accompanying management’s discussion and analysis for the period ended November 30, 2013. On June 3, 2014, the British Columbia Securities Commission issued a further cease trade order in respect of Monarca Minerals Inc. for failure to file its financial statements and accompanying management’s discussion and analysis for the period ended February 28, 2014. Additionally, the Alberta Securities Commission issued a cease trade order on September 2, 2014 in respect of the foregoing and in respect to Monarca Minerals Inc.’s subsequent failure to file its financial statements and accompanying management’s discussion and analysis for the period ended May 31, 2014. The cease trade orders were lifted on February 9, 2016.

Bankruptcies

To the knowledge of management, no proposed director of the Company is, as of the date of this Information Circular, or has been, within ten (10) years before the date hereof, a director or executive officer of any company (including the Company) that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of management, no proposed director of the the Company has, within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

To the knowledge of management, no proposed director of the Company 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, or 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 security holder in deciding whether to vote for a proposed director.

The Board recommends that shareholders vote FOR the election of each of the Nominees.

To the knowledge of the Company, except as disclosed elsewhere in this Circular, there are no contracts, arrangements or understandings between any Nominee and any other person or company, except the directors, executive officers and officers of the Company acting solely in such capacity, pursuant to which any Nominee is to be elected as a director of the Company.

Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of each of the six (6) Nominees.

The Company's management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, or any postponement or adjournment thereof, it is intended that discretionary authority shall be exercised by the persons named in the accompanying form of proxy to vote any proxy for the election of the remaining Nominees and any other person or persons in place of any Nominee or Nominees unable to serve.

III. Appointment of Auditor

Shareholders will be asked to appoint Smythe LLP, Chartered Accountants as the auditor for the Company for the ensuring year. Smythe LLP was first appointed on November 23, 2020. Attached as Schedule “B” are the documents comprising the reporting package filed on SEDAR by the Company as required pursuant to National Instrument 51-102, section 4.11 (Change of Auditor).

The Board recommends that you vote FOR the appointment of Smythe LLP, Chartered Accountants, as the Company’s auditor and authorize the Board to fix the auditor's remuneration.

Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the appointment of Smythe LLP, Chartered Accountants, as the Company’s auditor until the close of the next annual meeting of shareholders and to authorize the Board to fix the remuneration of the auditor.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. The following disclosure relates to the constitution of the Company’s audit committee and its relationship with its independent auditor is required by Form 52- 110F1, which includes the text of the audit committee’s charter, the composition of the audit committee, the relevant education and experience of each audit committee member and the fees paid to the external auditor.

The Audit Committee’s Charter

The audit committee has a charter. A copy of the audit committee charter is attached hereto as Schedule “A”.

Composition of the Audit Committee

The Company’s audit committee (the “ Audit Committee ”) was comprised of Ken Villazor, Matt Lurie and Micheal Lovsin for the year ended January 2021 and up to the date of this Circular. As at the date hereof, the following are the members of the Audit Committee:

Member	Independent(1)	Financially Literate(2)
Ken Villazor	Yes	Yes
Matt Lurie	No	Yes
Micheal Lovsin	Yes	Yes

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. Mr. Lurie is not independent, as he is the President and CEO of the Company. (2) An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

See biographical information in the section entitled “ Election of Directors ”.

Each member of the Audit Committee has adequate education and experience that would provide the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and
(c) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year has the Audit Committee made any recommendations to the Board to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company 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. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52- 110, in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve any non- audit services or additional work which the Chairman of the Audit Committee deems as necessary who will notify the other members of the Audit Committee of such non-audit or additional work.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ended January 31	Audit Fees(1)	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2021	62,500	Nil	7,500	Nil
2020	75,000	Nil	7,800	17,079

(1) The aggregate audit fees billed.

(2) The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and which are not included under the heading “Audit Fees”.

(3) Fees billed for preparation of Company’s corporate tax return.

(4) The aggregate fees billed for products and services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the Board of a company whose members are elected by and are accountable to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the Board from executive management and the adoption of policies to ensure the Board recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making. Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”) were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Company’s Board facilitates its exercise of independent judgement in carrying out its responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Company’s Board requires management to provide complete and accurate information with respect to the Company’s activities and to provide relevant information concerning the industry in which the Company operates in order to identify and manage risks. The Company’s Board is responsible for monitoring the Company’s officers, who in turn are responsible for the maintenance of internal controls and management information systems.

The majority of the directors of the Company are independent. The independent members of the Board are Micheal Lovsin, Ken Villazor, Keith Stein and Kevin Williams. The only non-independent member of the Board is Matt Lurie (President and CEO).

Directorships

The following directors of the Company are also directors of other reporting issuers:

Director	Reporting Issuer	Exchange and Symbol	Dated Appointed
Keith Stein	SLANG Worldwide Inc. (formerly Fire Cannabis Inc.)	TSXV: SLNG	January 21, 2019
Micheal Lovsin	Loblaw Companies Limited	TSE: L	March 19, 2007

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

The Board’s continuing education is typically derived from correspondence with the Company’s legal counsel to remain up-to-date with developments in relevant corporate and securities law matters. The Board does not provide any continuing education.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Further, the Company’s auditor has full and unrestricted access to the Audit Committee at all times to discuss the audit of the Company’s financial statements and any related findings as to the integrity of the financial reporting process. Finally, the Corporate Governance Committee (as defined below) has been formed to ensure that the Company remains compliant in all respects.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. Recruitment of new Board members has generally resulted from recommendations made by directors, management and shareholders. The Board assess potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. The Company nominates Board members it considers ethical.

Generally, the Board seeks nominees that have the following characteristics: a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, support for the Company’s mission and strategic objectives, and a willingness to serve.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Corporate Governance Committee

The Board of Directors of the Company formed a corporate governance committee (the “ Corporate Governance Committee ”) on or about September 29, 2017.

The purpose of the Corporate Governance Committee is to monitor and to generally be responsible for developing the Company’s governance and human resources policies and guidelines and overseeing their implementation and administration, ensuring that the Company complies with all laws, policies and requirements applicable to the Company.

The Corporate Governance Committee was comprised of Kevin Williams (current chairperson of the Corporate Governance Committee), Ken Villazor and Keith Stein for the duration of the year ended January 31, 2021. As at the date hereof, the foregoing continue to be the members of the Corporate Governance Committee.

Annually, following the annual general meeting of the Company, the Board will elect from its members not less than three (3) directors to serve on the Corporate Governance Committee. Each member holds office until the close of the next annual general meeting of the Company or until the member resigns or is replaced, whichever first occurs. The Board appoints one of the directors on the Corporate Governance Committee

as the chairperson, whose duties include overseeing the proper functioning of the Corporate Governance Committee to ensure the proper discharge of its duties, to schedule meetings and to ensure timely reporting to the Board.

The Corporate Governance Committee will meet as often as necessary or appropriate in its judgement.

Compensation and Compensation Committee

The Board of Directors of the Company formed a compensation committee (the “ Compensation Committee ”) on or about September 29, 2017.

Previously, the Board as a whole determined compensation for the directors and the CEO but, with the formation of the Compensation Committee, the Compensation Committee has taken on this role through the making of recommendations to the Board. To make its recommendations on such compensation, the Compensation Committee takes into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies, as well as the success of the directors and officers in helping the Company to achieve its objectives and the Company’s financial resources.

The Compensation Committee was comprised of Kevin Williams, Ken Villazor and Micheal Lovsin for the year ended January 31, 2021. As at the date hereof, the foregoing continue to be the members of the Compensation Committee.

Annually, following the annual general meeting of the Company, the Board will elect from its members not less than three (3) directors to serve on the Compensation Committee. Each member holds office until the close of the next annual general meeting of the Company or until the member resigns or is replaced, whichever first occurs. The Board appoints one of the directors on the Compensation Committee as the chairperson, whose duties include overseeing the proper functioning of the Corporate Governance Committee to ensure the proper discharge of its duties, to schedule meetings and to ensure timely reporting to the Board.

Compensation for the CEO for an approximate period of two years from the date of completion of the significant acquisition by the Company of its operating subsidiary on October 18, 2016 was determined by the parties to that agreement and approved by the shareholders of the Company at the annual general and special meeting of the shareholders held on June 8, 2016. Following the date of such expiration, there was no increase in the compensation paid to the CEO.

Other Board Committees

The Board has no other committees other than the Audit Committee, Corporate Governance Committee and Compensation Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board does not consider that formal assessments would be useful at this stage of the Company’s development. The Board conducts informal periodic assessments of the effectiveness of the Board, its committees and the individual directors to satisfy itself that they are performing effectively. The assessment of the Board relates to the ongoing governance and operation of the Board and its effectiveness in discharging its responsibilities. The assessment of individual directors is comprised of an examination of each individual director’s ability to contribute to the effective decision-making of the Board.

IV. Re-Approval of 10% Rolling Stock Option Plan

The Board has approved the adoption of the Company’s 10% Rolling Stock Option Plan (the “ Plan ”), attached as Schedule “B” to this Circular. Under the Plan, the Board may grant up to ten percent (10%) of the issued number of outstanding at the date of the stock option grant. Accordingly, shareholders will be asked at the Meeting to vote on an ordinary resolution re-approving the Plan for the ensuing year (the " Plan Resolution ").

The Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company, or any subsidiary of the Company, the option to purchase shares. The Plan provides for a floating maximum limit of ten percent (10%) of the outstanding shares. A total of 5,962,419 shares are available under the Plan, 3,585,000 of which are reserved for issuance as at the date of this Circular, with a balance of 2,377,419 available for grant.

Unless disinterested Shareholder approval is obtained, the number of shares that may be reserved for issuance under the Plan granted in any twelve (12) month period to any one (1) person must not exceed five percent (5%) of the outstanding shares determined at the date of grant. The number of shares that may be reserved for issuance under the Plan granted in any twelve (12) month period to a person who is a consultant must not exceed two percent (2%) of the issued and outstanding shares. The aggregate number of shares that may be reserved for issuance under the Plan granted in any twelve (12) month period to persons who perform investor relations activities for the Corporation must not exceed an aggregate of two percent (2%) of the issued and outstanding shares. The Board, on the recommendation of the Compensation Committee, shall determine the price per share and the number of shares that may be allotted to each director, officer, employee and consultant and all other terms and conditions of each option grant at the time of grant, subject to the rules of the exchange on which the shares are then listed. The price per share determined by the Board shall be subject to minimum pricing restrictions set by the Exchange on which the shares are then listed.

The Plan provides that if an option expires or terminates without having been exercised in full, the shares not purchased become available again under the Plan. Options granted under the Plan may be exercisable for a period of up to ten (10) years, and may vest at such times as determined at the time of grant, subject to acceleration in accordance with the terms of the Plan. The exercise price must be paid in full on any exercise of options.

If an optionee ceases to hold his or her position with the Company for any reason other than death, his or her options may be exercised within the earlier of the expiry date and a reasonable period following the date the optionee ceases to be in that role as determined by the Board on the date of the grant, but only to the extent the optionee was entitled to exercise the option at the date of such cessation. In the event of the death of an optionee, his or her options may be exercised within the earlier of the expiry date and one (1) year after his or her death and only to the extent the optionee was entitled to exercise the options on the date of his or her death. Options granted pursuant to the Plan may not be transferred or assigned.

At the Meeting, the shareholders will be asked to consider and if thought advisable, approve, with or without variation, the following ordinary resolution to re-approve the Plan:

" BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT :

The incentive stock option plan, substantially in the form set out as Schedule "B" to the information circular of the Company dated June 11, 2021 be and is hereby approved, adopted and authorized; and
Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents and instruments and to perform or cause to be performed all such other acts and things as may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized hereby, such determination to be conclusively

evidenced by the execution and delivery of such document or instrument and the doing of such act or thing."

To be effective, the Plan Resolution must be approved, with or without variation, by the affirmative vote of a simple majority of the votes cast on the Plan Resolution by all shareholders voting as a single class, present in person or represented by proxy at the Meeting.

The Board unanimously recommends that shareholders vote FOR the Plan Resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the proxy intend to vote FOR the approval of the Plan Resolution .

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company does not have a formal compensation program. Previously, the Board would to discuss and determine management compensation, without reference to formal objectives, criteria or analysis, and since the formation of the Compensation Committee, this role is being assumed by the Compensation Committee by way of recommendations to the Board. The general objectives of the Company’s compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management’s interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other development-stage companies to enable the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a development-stage company without a history of earnings.

The Board, as a whole, ensures that total compensation paid to all Named Executive Officers (“ NEOs ”), as hereinafter defined, is fair and reasonable. The Board relies on the experience of its members as officers and directors in assessing compensation levels.

Analysis of Elements

Base salary in the case of the CEO and base fees in the case of the CFO are used to provide the NEOs a set amount of money during the year with the expectation that each NEO will perform his or her responsibilities to the best of his or her ability and in the best interests of the Company.

The Company considers the granting of incentive stock options to be a significant component of executive compensation as it allows the Company to reward each NEO’s efforts to increase value for shareholders without requiring the Company to use cash from its treasury. Stock options are generally awarded to executive officers at the discretion of the Board, and upon recommendation by the Compensation Committee. The terms and conditions of the Company’s stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Company’s 10% rolling stock option plan (the “ Plan ”).

Long Term Compensation and Option-Based Awards

The Company has no long-term incentive plans other than the Plan. The Company’s directors and officers and certain consultants are entitled to participate in the Plan. The Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and other employees. The Board believes that the Plan aligns the interests of the NEOs and the Board with shareholders by linking a component of executive compensation to the longer-term performance of the Company’s common shares.

Options are granted by the Board upon recommendation by the Compensation Committee. In monitoring or adjusting the option allotments, the Compensation Committee and Board take into account their own observations on individual performance (where possible) and their assessment of individual contribution to shareholder value, previous option grants and the objectives set for the NEOs and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility.

In addition to determining the number of options to be granted pursuant to the methodology outlined above, the Compensation Committee and the Board also makes the following determinations:

parties who are entitled to participate in the Plan;

the exercise price for each stock option granted, subject to the provision that the exercise price cannot be lower than the prescribed discount permitted by the Exchange from the market price on the date of grant;
the date on which each option is granted;
the vesting period, if any, for each stock option;
the other material terms and conditions of each stock option grant; and
• any re-pricing or amendment to a stock option grant.

The Compensation Committee and the Board makes these determinations subject to and in accordance with the provisions of the Plan. The Board reviews and approves grants of options on an annual basis and periodically during a financial year.

Director and named executive officer compensation, excluding compensation securities

Table of compensation excluding compensation securities

The following tables sets forth the summary information concerning compensation excluding compensation securities earned by the Company’s President and Chief Executive Officer (“ CEO ”) and Chief Financial Officer (“ CFO ”) and the directors of the Company during the two (2) most recently completed financial years ended January 31, 2021 and 2021.

Name and Position	Financial Year Ended January 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Commit- tee or meeting fees ($)	Value of perquisites ($)	Value of all other compen- sation ($)	Total Compensation ($)
Matt Lurie President & CEO and director	2021 2020	150,088 149,071	Nil Nil	Nil Nil	Nil Nil	Nil Nil	150,088 149,071

Paul Mason(1) CFO (former)	2021 2020	Nil 70,350	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 70,350
Nelson Lamb(2) CFO (present)	2021 2020	96,000 24,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	96,000 24,000
Evan Clifford(3) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Ken Villazor Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Keith Stein Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Kevin Williams Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Micheal Lovsin (4) Director	2021 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Ceased to be CFO of the Company on November 29, 2019.
(2) Appointed as CFO of the Company as of December 2, 2019.
(3) Evan Clifford resigned as director on December 22, 2020.
(4) Became a director on May 22, 2019.

Stock options and other compensation securities

The following table sets forth the summary information concerning compensation securities earned by the CEO and CFO and the directors of the Company during the two (2) most recently completed financial years ended January 31, 2021 and 2020.

Compensation Securities

Name and	Type of	Number of	Date of issue	Issue,	Closing price	Closing	Expiry date
Position	compensation	compensation	of grant	conversi	of security or	price of
	security	securities, number		on or	underlying	security or

		of underlying		exercise	security on	underlying
		securities, and		of price	date of grant	security at
		percentage of		($)	($)	year end
		class(1)				($)


Matt Lurie President & CEO and Director	2021 stock options	125,000, 125,000 underlying, 0.2%	January 29, 2021	$0.74	$0.74	$0.74	January 29, 2026
	2020 N/A	Nil	N/A	Nil	Nil	Nil	N/A
Paul Mason(1) CFO	2021 N/A 2020 N/A	Nil Nil	N/A N/A	Nil Nil	Nil Nil	Nil Nil	N/A N/A
Nelson Lamb(2) CFO	2021 stock options 2020 N/A	100,000, 100,000 underlying, 0.17% Nil	January 29, 2021 N/A	$0.74 Nil	$0.74 Nil	$0.74 Nil	January 29, 2026 N/A
Evan Clifford(3) Director	2021 stock options	Nil	N/A	Nil	Nil	Nil	N/A
	2020 N/A	Nil	N/A	Nil	Nil	Nil	N/A
Ken Villazor Director	2021 stock options	125,000, 125,000 underlying, 0.2%	January 29, 2021	$0.74	$0.74	$0.74	January 29, 2026
	2020 N/A	Nil	N/A	Nil	Nil	Nil	N/A
Keith Stein Director	2021 stock options	125,000, 125,000 underlying, 0.2%	January 29, 2021	$0.74	$0.74	$0.74	January 29, 2026
	2020 N/A	Nil	N/A	Nil	Nil	Nil	N/A
Kevin Williams Director	2021 stock options	200,000, 200,000 underlying, 0.34%	January 29, 2021	$0.74	$0.74	$0.74	January 29, 2026
	2020 N/A	Nil	N/A	Nil	Nil	Nil	N/A
Micheal Lovsin(4) Director	2021 stock options	125,000, 125,000 underlying, 0.2%	January 29, 2021	$0.74	$0.74	$0.74	January 29, 2026
	2020 N/A	Nil	N/A	Nil	Nil	Nil	N/A

(1) Ceased to be CFO of the Company on November 29, 2019.

(2) Became CF O of the Company on December 2, 2019.

(3) Evan Clifford resigned as director on December 22, 2020.

(4) Became a director on May 22, 2019.

PENSION PLAN BENEFITS

The Company does not have any non-cash compensation plans, long-term incentive plans, pension or retirement plans for its officers or directors and it did not pay or distribute any non-cash compensation during the financial year ended January 31, 2020.

MANAGEMENT AND EMPLOYMENT AGREEMENTS

The Company seeks to ensure that the provision of services by each of the NEOs is governed by employment or management agreements with the Company. Management functions of the Company are performed by the directors and executive officers of the Company and are not to any substantial degree performed by any other person

As of June 30, 2018 and until his resignation on November 29, 2019, Paul Mason provided his services as CFO through The CFO Centre Limited pursuant to a consulting agreement with the Company.

From December 2, 2019 to May 31, 2021, Nelson Lamb provided his services as CFO through a numbered company doing business as PubCo Reporting pursuant to a consulting agreement with the Company. From June 1, 2021, Nelson Lamb provides his services as CFO through a numbered company pursuant to a consulting agreement with the Company. Either the Company or the CFO is entitled to terminate the consulting agreement upon 90 days’ written notice, or such shorter time upon which both parties agree.

The Company is currently in the process of establishing a formal employment agreement with Matt Lurie, President and CEO of the Company.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Company does not have any plan contract, agreement or plan or arrangement that provides for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, a change in control of the Company or a change in the NEO’s responsibilities.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the Company’s last completed financial year or as of the Record Date, was any director, executive officer, employee, proposed management nominee for election as a director of the Company nor any associate of any such director, executive officer, or proposed management nominee of the Company or any former director, executive officer or employee of the Company or any of its subsidiaries indebted to the Company or any of its subsidiaries or indebted to another entity where such indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than what is stated below, no director, officer or principal shareholder of the Company or any associate or affiliate of the foregoing persons, has any direct or indirect material interest in any transactions in which the Company has participated within the three-year period prior to the date of this Circular that has materially affected or will materially affect the Company.

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

Other than as disclosed in this Circular or the documents incorporated by reference herein, management of the Company are not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Company at any

time since the beginning of the Company's last financial year or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting.

OTHER MATERIAL FACTS

To the knowledge of the Company, there are no other material facts about the Company that have not been disclosed in this Information Circular.

BOARD APPROVALS

The contents and the sending of this Circular have been approved by the Board. Where information contained in this Circular rests particularly within the knowledge of a person or company other than the Company, the Company has relied upon information furnished by such person or company.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR website at www.sedar.com. Financial information is provided in the Company's audited financial statements and management's discussion and analysis for its most recently completed financial year, which is available online at www.sedar.com. The shareholders may request additional copies by: (i) mail to the President and Chief Executive Officer of the Company at 579 Kerr Street, Oakville, ON L6K 3E1; or (ii) telephone to: (289) 644.5377.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date hereof.

DIRECTORS’ APPROVAL

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

DATED at Toronto, Ontario, this 11[th] day of June, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Matt Lurie”

_______ Matt Lurie, President and Chief Executive Office

SCHEDULE "A"

ORGANIC GARAGE LTD.

(the “Company”)

AUDIT COMMITTEE CHARTER

The purpose of the audit committee of the Corporation (the “Audit Committee”) shall be to assist the board of the directors of the Corporation (the “Board”) in its oversight of the integrity of the financial statements of the Corporation, of the Corporation's compliance with legal and regulatory requirements, of the independence and qualification of the independent auditors, and of the performance of the Corporation's internal audit function and independent auditors.

MEMBERSHIP

1.1 The Audit Committee will be comprised of at least three members, all of whom shall be directors of the Company. Subject to exemptions under applicable securities laws, a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation. Whenever reasonably feasible, a majority of the members of the Audit Committee shall have no direct or indirect material relationship with the Company. If less than a majority of the Board is independent, then a majority of the members of the Audit Committee may be made up of members that are not independent of the Company, provided that there is an exemption in the applicable securities law, rule, regulation, policy or instrument (if any). All members shall have sufficient financial experience, financial literacy and ability to enable them to discharge their responsibilities.

QUORUM

2.1 A quorum for any meeting will be the greater of two members or a majority of the Audit Committee.

SECRETARY

3.1 The secretary of the Audit Committee will be the Company secretary or such person as nominated by the Chair of the Audit Committee at any such meeting, if there is one, or by the members of the Audit Committee.

CHAIR

4.1 The Board appoints or re-appoints the chair of the Audit Committee (the “Chair”) annually when it completes the appointments for all Board committee members following the Annual General Meeting of shareholders. In selecting the Chair, the Board takes into consideration those directors who bring background skills and experience relevant to financial statement review and analysis. The Chair shall also be “financially literate” as such term is defined under applicable Canadian regulatory requirements.
4.2 The Chair shall provide leadership to Committee members in fulfilling the mandate set out in this charter. He or she shall work with the Chief Executive Officer and the Chairman of the Board in planning Committee meetings and agendas. The Chair of the Audit Committee reports to the Board on behalf of the Committee on the matters and issues covered or determined at each Committee meeting.

RESPONSIBILITIES

5.1 In assisting the Board in fulfilling its responsibilities relating to the Corporation's corporate accounting and reporting practices the Audit Committee shall:

5.1.1 review and discuss with management and the independent auditors the annual audited financial statements, the quarterly financial statements, Management's Discussion and Analysis accompanying such financial statements and any other matter required to be reviewed under applicable legal, regulatory or stock exchange requirements, and report thereon to the Board;
5.1.2 review the results of the external audits and any changes in accounting practices or policies and the financial statement impact thereof;
5.1.3 review any legal matters which could significantly impact the financial statements;
5.1.4 review the terms of engagement and audit plans of the external auditors and determine through discussion with the auditors that no restrictions were placed by management on the scope of their examination or on its implementation;
5.1.5 assess management's programs and policies regarding the adequacy and effectiveness of internal controls over the accounting and financial reporting system within the Corporation;
5.1.6 recommend to the Board a firm of independent auditors for appointment by the shareholders and report to the Board on the fees and expenses of such auditors. The Audit Committee shall have the authority and responsibility to select, evaluate and if necessary replace the independent auditors. The Audit Committee shall have the authority to approve all audit engagement fees and terms and the Audit Committee, or a member of the Audit Committee, must review and pre-approve any non-audit service provided to the Corporation by the Corporation's independent auditors and consider the impact on the independence of the auditors;
5.1.7 enquire into and report regularly to the Board, with associated recommendations, on any matter referred to the Audit Committee;
5.1.8 discuss with management and the independent auditors, as appropriate, earnings press releases and any financial information and earnings guidance provided to analysts and rating agencies;
5.1.9 discuss with management and the independent auditors, as appropriate, any audit problems or difficulties and management's response, and the Corporation's risk assessment and risk management policies, including the Corporation's major financial risk exposure and steps taken by management to monitor and mitigate such exposure;
5.1.10 obtain and review at least annually a formal written report from the independent auditors delineating the auditing firm's procedures for reviewing internal controls and any material issues raised by (i) the auditing firm's internal quality-control reviews, (ii) peer reviews of the firm, or (iii) any governmental or other inquiry or investigation relating to any audit conducted by the firm. The Audit Committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews. Also, in order to assess auditor independence, the Audit Committee will review at least annually all relationships between the independent auditors and the Corporation;
5.1.11 prepare and publish an annual Audit Committee report in the Corporation's proxy circular;
5.1.12 conduct an annual self-evaluation in respect of the effectiveness of the Committee;
5.1.13 set clear hiring policies for employees or former employees of the independent auditors;

5.1.14 establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
5.1.15 Perform other functions as requested by the Board;
5.1.16 Establish a procedure for:
5.1.16.1 The confidential, anonymous submission by the employees of the Company of concerns regarding questionable accounting or auditing matters; and
5.1.16.2 The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters.

MEETINGS

6.1 The Audit Committee shall hold in camera sessions without members of management as frequently as is determined necessary by the Audit Committee members.
6.2 The Audit Committee may invite such other persons (i.e. the President or Chief Financial Officer) to its meetings, as it deems appropriate.
6.3 Meetings will be held not less than four times a year.
6.4 The Audit Committee shall have authority to retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion. The Audit Committee shall have sole authority to approve related fees and retention terms.
6.5 The Audit Committee shall meet separately with the Corporation's independent auditors at least on an annual basis and more often as determined necessary by the Audit Committee members.
6.6 The Audit Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.
6.7 The proceedings of all meetings will be minuted.

Effective as of October 18, 2016.

SCHEDULE "B"

STOCK OPTION PLAN

ORGANIC GARAGE LTD. (the "Corporation")

INCENTIVE STOCK OPTION PLAN

1. Purpose

The purpose of this incentive stock option plan (the " Plan ") is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) " Blackout Expiry Date " has the meaning ascribed thereto in Section 12;
(b) " Blackout Period " means a period of time during which the Optionee cannot exercise an Option, or sell the Common Shares issuable pursuant to an exercise of Options, due to applicable policies of the Corporation in respect of insider trading;
(c)
“ Board of Directors ” means the board of directors of the Corporation;
(d) “ Common Shares ” means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;
(e) “ Corporation ” means The Company Resources Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;
(f)
" CSE " means the Canadian Securities Exchange;
(g) “ Discounted Market Price ” means the last per share closing price for the Common Shares on the TSXV before the date of grant of an Option, less any applicable discount under TSXV Policies;
(h) “ Exchange ” means the CSE, the TSXV or any other stock exchange on which the Common Shares are listed;
(i)
“ Exchange Policies ” means the policies of the Exchange;
(j) “ Insider ” has the meaning ascribed thereto in the TSXV Policies;

(k) “ Option ” means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board of Directors;
(l) “ Option Period ” means the period determined by the Board of Directors during which an Optionee may exercise an Option, not to exceed a period of ten (10) years from the date the Option is granted unless the Corporation receives the permission of the stock exchange or exchanges on which the Common Shares are then listed and as specifically provided by the Board of Directors, and as permitted under the rules of any stock exchange or exchanges on which the Common Shares are then listed;
(m) “ Optionee ” means a person who is some director, officer, employee, consultant or other personnel of the Corporation or a subsidiary of the Corporation; a corporation whollyowned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan;
(n) “ Plan ” shall mean the Corporation’s incentive stock option plan as embodied herein and as amended from time to time;
(o) " TSXV " means the TSX Venture Exchange; and
(p) " TSXV Policies " means the policies of the TSXV, including those set forth in the TSXV Corporate Finance Manual.

Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the TSXV Policies, including without limitation “Consultant”, “Employee”, “Insider”, “Investor Relations Activities” and “Management Company Employee”.

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

3. Administration

This Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to shareholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of the Plan to a committee of directors appointed from time to time by the Board of Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

4. Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to the Plan and grant an Option to such Optionee. Subject to the Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board of Directors. A person who has been granted an Option may, if he is otherwise eligible and if permitted by the Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine. Subject to the Exchange Policies, the Corporation shall represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in the TSXV Policies) in respect of Options granted to such Optionees.

5. Participation

Participation in this Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee’s relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to this Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time employee of or a consultant to the Corporation or any of its subsidiaries.

Options will not be granted to an officer, employee or consultant of the Corporation, unless such Optionee is a bona fide officer, employee or consultant of the Corporation. No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6. Common Shares Subject to Options

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under this Plan at any time plus the number of Common Shares reserved for issuance under outstanding incentive stock options otherwise granted by the Corporation shall not exceed ten percent (10%) of the issued and outstanding Common Shares on a non-diluted basis at any time, and such aggregate number of Common Shares shall automatically increase or decrease as the number of issued and outstanding Common Shares changes. The Options granted under the Plan together with all of the Corporation’s other previously established stock option plans or grants, shall not result, at any time, in:

(a) the number of Common Shares reserved for issuance pursuant to Options granted to Insiders exceeding ten percent (10%) of the issued and outstanding Common Shares; and
(b) the grant to Insiders within a twelve (12) month period, of a number of Options exceeding ten percent (10%) of the outstanding Common Shares.

Subject to the Exchange Policies, the aggregate number of Common Shares reserved for issuance to any one (1) Optionee under Options granted in any twelve (12) month period shall not exceed five percent (5%) of the issued and outstanding Common Shares determined at the date of grant or, in the case of a Consultant, two percent (2%) of the issued and outstanding Common Shares determined at the date of grant. Further, the aggregate number of Options granted to all Optionees retained to provide Investor Relations Activities in any twelve (12) month period must not exceed two percent (2%) of the issued and outstanding Common Shares calculated at the date an Option is granted to any such person.

Appropriate adjustments shall be made as set forth in Section 14 hereof, in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of this Plan.

7. Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the “ Stock Option Agreement ”). The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

8. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the “ Expiry Date ”), subject to earlier termination as provided in Sections 10, 11 and 17 hereof.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under this Plan shall be as determined by the Board of Directors when such Option is granted and: (i) if the Common Shares are listed on the CSE, shall be an amount at least equal to the greater of the closing market price of the Common Shares on the trading day prior to the date of grant of the Option or the closing market price on the date of grant of the Option; or (ii) if the Common Shares are listed on the TSXV, shall be an amount at least equal to the Discounted Market Price of the Common Shares.

9. Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the expiry of the Option Period, subject to Sections 10 and 11 hereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted. Subject to the Exchange Policies, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, federal and states securities laws of the United States, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Common Shares are quoted at any given time. As a condition to the exercise of an Option, the Corporation may require the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

10. Ceasing to be a Director, Officer, Employee or Consultant

If an Optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, the Optionee may, within ninety (90) days after the Optionee’s ceasing to be a director, officer, employee or consultant (or thirty (30) days in the case

of an Optionee engaged in Investor Relations Activities) or prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation. For greater certainty, any Optionee who is deemed to be an employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an employee for the purposes of this Plan.

11. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution, or by the Optionee’s legal personal representative; and
(b) to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee’s death.

12. Blackout Periods

Notwithstanding anything else contained herein, if the expiration date for an Option occurs during a Blackout Period applicable to the relevant Optionee, or within ten (10) business days after the expiry of a Blackout Period applicable to the relevant Optionee, then the expiration date for that Option (the " Blackout Expiry Date ") shall be the date that is the tenth (10[th] ) business day after the expiry date of the Blackout Period. This Section 12 applies to all Options outstanding under this Plan. The Blackout Expiry Date for an Option may not be amended by the Board without the approval of the holders of Common Shares in accordance with Section 17 of the Plan.

13. Optionee’s Rights Not Transferable

No right or interest of any Optionee in or under this Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of this Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

14. Takeover or Change of Control

The Corporation shall have the power, in the event of:

(a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation; or
(b) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

15. Anti-Dilution of the Option

In the event of:

(a) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;
(b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change; or
(c) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this Section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

Costs

The Corporation shall pay all costs of administering this Plan.

Termination and Amendment

Subject to the exceptions set out below, the Board of Directors of the Corporation may at any time or from time to time, in its sole discretion amend, suspend or terminate the Plan or any Stock Option Agreement, or any portion thereof, and may do so without shareholder approval, subject to those provisions of applicable law, if any, that require the approval of shareholders or any governmental regulatory body. Without limiting the generality of the foregoing, the Board of Directors of the Corporation may make the following types of amendments to the Plan or any Stock Option Agreement without seeking shareholder approval:

(a) amendments of a housekeeping nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or Stock Option Agreement or to correct or supplement any provision of the Plan that is inconsistent with any provision of the Plan or Stock Option Agreement;

(b) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the Exchange);
(c) amendments necessary in order for awards to qualify for favourable treatment under applicable taxation laws;
(d) amendments respecting administration of the Plan;
(e) any amendment regarding the terms and conditions in which vesting occurs in respect of Options granted pursuant to the Plan, including the acceleration of vesting in any Stock Option Agreement;
(f) amendments necessary to suspend or terminate Options, Stock Option Agreements or the Plan in accordance with applicable law; and
(g) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law.

Shareholder approval will be required for the following types of amendments:

(a) amendments to the number of Common Shares issuable under the Plan;
(b) amendments that increase the percentage of Common Shares reserved for issuance and issuable to Insiders of the Corporation as set out in Sections 6(a) or 6(b) hereof will require disinterested shareholder approval;
(c) any amendment regarding the terms and conditions in respect of the exercise price of Options granted pursuant to the Plan, and in the case of a reduction of the exercise price of outstanding Options disinterested shareholder approval will be required;
(d) any amendment regarding the extension of the Expiry Date as set out in the applicable Stock Option Agreement in respect of Options granted pursuant to the Plan;
(e) any amendment that permits Options granted pursuant to the Plan to become transferrable or assignable, other than for normal estate planning purposes;
(f) any amendment to the amendment provisions of the Plan as set out in this Section 17; and (g) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the Exchange).

18. Withholding Tax

Upon exercise of an Option, the Optionee will, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Common Shares, pay to the Corporation amounts necessary to satisfy applicable withholding tax requirements or will otherwise make arrangements satisfactory to the Corporation for such requirements. In order to implement this provision, the Corporation or any related corporation will have the right to retain and withhold from any payment of cash or Common Shares under the Plan the amount of taxes required to be withheld or otherwise deducted and paid in respect of such exercise. At its discretion, the Corporation may require an Optionee receiving Common Shares upon the exercise of an Option to reimburse the Corporation for any such taxes required to be withheld by the Corporation and withhold any distribution to the Optionee in whole or in part until the Corporation is so reimbursed. In lieu thereof, the Corporation will have the right to withhold from any cash amount due or to become due from the Corporation to the Optionee an amount equal to such taxes. The Corporation may also retain and withhold or the Optionee may elect, subject to approval by the Corporation at

its sole discretion, to have the Corporation retain and withhold a number of Common Shares having a market value not less than the amount of such taxes required to be withheld by the Corporation to reimburse the Corporation for any such taxes and cancel (in whole or in part) any such Common Shares issuable upon exercise of an Option so withheld.

19. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

20. Prior Plans

On the effective date (as set out in Section 19 hereof), subject to Exchange approval and, if required, shareholder approval:

(a) this Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and
(b) all outstanding options shall be deemed to be granted pursuant to this Plan.

21. Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be July 28, 2021, upon receipt of all necessary shareholder and regulatory approvals.

22. Legends on Hold Periods

If required by the Exchange policies or applicable securities laws, the Common Shares issued on exercise of the Options will be legended.

SCHEDULE "C"

CHANGE OF AUDITOR

REPORTING PACKAGE PURSUANT TO SECTION 4.11 OF NATIONAL INSTRUMENT 51-102

[see attached]

ORGANIC GARAGE LTD.

Notice of Change of Auditor

Pursuant to NI 51-102 (Section 4.11)

TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission

AND TO: MNP LLP, Chartered Professional Accountants (“ MNP

AND TO: Smythe LLP, Chartered Professional Accountants (“ Smythe ”) RE: Notice of Change of Auditor

In accordance with section 4.11 [ Change of Auditor ] of National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”), Organic Garage Ltd. (the “ Company ”) reports that:

at the request of the Company, MNP have resigned as auditors of the Company effective as of November 23, 2020;
subject to applicable regulatory and shareholder approvals, the board of directors of the Company (the “ Board ”) appointed Smythe as the new auditor of the Company effective November 23, 2020;
at the next annual general meeting of the shareholders of the Company, the shareholders of the Company will be asked to approve the appointment of Smythe as auditors of the Company;
the resignation of MNP and the appointment of Smythe were considered and approved by the audit committee of the Board and the Board;
the reports of MNP on the audited financial statements of the Company did not express a modified opinion during the relevant period, being the financial years ended January 31, 2020 and 2019;
the Company has requested MNP furnish a letter addressed to the securities regulator or regulatory authority in each province in which the Company is a reporting issuer stating whether or not MNP agree with the information contained in this Notice; and
there are no “reportable events” as such terms is defined in NI 51-102.

Dated: November 26, 2020

ORGANIC GARAGE LTD.

Per: [Signed] “Nelson Lamb” Nelson Lamb Chief Financial Officer

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November 26, 2020

TO: Alberta Securities Commission

British Columbia Securities Commission

Ontario Securities Commission

Dear Sirs/Madams:

Re: Organic Garage Ltd. (the “Company”)

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations , we have reviewed the information contained in the Notice of Change of Auditor of the Company dated November 26, 2020 (“the Notice ”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to Smythe LLP.

Yours very truly,

Chartered Professional Accountants Licensed Public Accountants

Mississauga, Ontario

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==> picture [99 x 38] intentionally omitted <==

November 26, 2020

British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission

Dear Sirs:

Re: Organic Garage Ltd. (the “Company”)

Change of Auditor

We are writing in accordance with Section 4.11(6)(a)(ii)(B) of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated November 26, 2020 and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,

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Chartered Professional Accountants

Langley

Vancouver Langley Nanaimo 1700 – 475 Howe St 305 – 9440 202 St 201 – 1825 Bowen Rd Vancouver, BC V6C 2B3 Langley, BC V1M 4A6 Nanaimo, BC V9S 1H1 T: 604 687 1231 T: 604 282 3600 T: 250 755 2111 F: 604 688 4675 F: 604 357 1376 F: 250 984 0886

Smythe LLP | smythecpa.com

AI assistant

Oragin Foods Inc. — Proxy Solicitation & Information Statement 2021

46996_rns_2021-06-25_74f348a3-348c-4281-8bef-e09aed00babc.pdf

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

FOR AN ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

ORGANIC GARAGE LTD.

TO BE HELD ON JULY 28, 2021

June 11, 2021

ORGANIC GARAGE LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF ORGANIC GARAGE LTD.

BY ORDER OF THE BOARD OF DIRECTORS OF THE ORGANIC GARAGE LTD.

ORGANIC GARAGE LTD. 610 – 475 West Georgia Street Vancouver, BC V6B 4M9

INFORMATION CIRCULAR

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Time, Date and Place

FOR THE REASONS ABOVE, ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE ON

Record Date

Voting Shares and Principal Holders Thereof

Solicitation of Proxies

Voting by Proxies

Revocability of Proxies

Notice and Access

Voting by Non-Registered Shareholders

Additional Information for Beneficial Shareholders

Quorum

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

I. Receipt of Financial Statements

II. Election of Directors

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

The Board recommends that shareholders vote FOR the election of each of the Nominees.

Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of each of the six (6) Nominees.

III. Appointment of Auditor

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

CORPORATE GOVERNANCE

General

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Corporate Governance Committee

Compensation and Compensation Committee

Other Board Committees

Assessments

IV. Re-Approval of 10% Rolling Stock Option Plan

" BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT :

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Analysis of Elements

Long Term Compensation and Option-Based Awards

Director and named executive officer compensation, excluding compensation securities

Table of compensation excluding compensation securities

Stock options and other compensation securities

Compensation Securities

PENSION PLAN BENEFITS

MANAGEMENT AND EMPLOYMENT AGREEMENTS

TERMINATION AND CHANGE OF CONTROL BENEFITS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

OTHER MATERIAL FACTS

BOARD APPROVALS

ADDITIONAL INFORMATION

OTHER MATTERS

DIRECTORS’ APPROVAL

BY ORDER OF THE BOARD OF DIRECTORS

“Matt Lurie”

SCHEDULE "A"

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