Orchid Ventures, Inc.

==> picture [174 x 102] intentionally omitted <==

Suite 400, 1220 Main Street Vancouver, Washington USA 92866

INFORMATION CIRCULAR

(containing information as at October 16, 2020, or unless otherwise stated)

This information circular (“ Information Circular ”) is furnished in connection with the solicitation of proxies by the management of Orchid Ventures, Inc. (the “ Company ”) for use at the Annual General Meeting of the Shareholders of the Company (and any adjournment thereof) to be held on Wednesday, November 18, 2020 (the “ Meeting ”) at the time and place and for the purposes set forth in the accompanying Notice of Meeting.

In this Information Circular, references to “the Company”, “Orchid”, “we” and “our” refer to Orchid Ventures, Inc. “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.

In light of the ongoing public health concerns related to the COVID-19 pandemic and for the health and safety of our shareholders, employees, advisors and other stakeholders, we strongly encourage Shareholders to vote in advance of the Meeting by proxy instead of attending the Meeting in person. We ask that anyone considering attending the Meeting in person review the most current advice of the Center for Disease Control and Prevention and state/local public health agencies.

Public health restrictions and recommendations may require that we restrict the number of people in attendance at the Meeting. Any persons attending the Meeting will be required to comply with health and safety measures that we may put in place. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting.

Registered shareholders and duly appointed proxy holders who regard their physical attendance at the Meeting as essential are asked to contact the Company at 1-800-482-7560 (toll free) or [email protected] prior to 2:00 p.m. (Pacific time) on Monday, November 16, 2020 so that appropriate measures can be put in place to facilitate physical distancing and other precautions or alternative participation arrangements made to ensure the health and safety of all attendees. The Company will follow the guidance and orders of state public health authorities in that regard, including those restricting the size of public gatherings. Each such shareholder or duly appointed proxy holder may be asked to complete a declaration regarding COVID-19 related health matters prior to being admitted to the Meeting.

The contents and the sending of this Information Circular have been approved by the directors of the Company.

1 | Page

GENERAL PROXY INFORMATION

Solicitation of Proxies

While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and regular employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The consolidated audited financial statements for the fiscal year ended June 30, 2020, the report of the auditor thereon and related management discussion and analysis thereon will be available at the Meeting and are available on www.sedar.com.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;
(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders may choose one of the following options to submit their proxy:

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Olympia Trust Company (“Olympia”), by:
(i) mail or by hand delivery to PO Box 128 Stn M, Calgary, AB, T2P 2H6; or (ii) email to [email protected]

2 | Page

(b) use the internet through the website of Olympia at: https://css.olympiatrust.com/pxlogin and then entering the 12-digit control number shown on the proxy.

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name . Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In Canada the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States (the “U.S.”), under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients. You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a voting instruction form (a “VIF”) in lieu of a Proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you), in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have the Common Shares voted at the Meeting, or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares.

Notice to United States Shareholders

The solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

3 | Page

This document does not address any income tax consequences of the disposition of the Company shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them may have tax consequences both in those jurisdictions and in Canada, and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning any properties and operations of the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws, and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada. Such consequences for the Company Shareholders who are resident in, or citizens of, the United States may not be described fully in this Information Circular.

The enforcement by the Company Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and that the major assets of the Company are located outside the United States.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or
(b) personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors of the Company (the “Board”) has fixed October 16, 2020 as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver

4 | Page

a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company’s Common Shares are listed on the Canadian Securities Exchange (“CSE”) under stock symbol “ORCD”. The Company is also listed on the OTC under stock symbol “ORVRF”. The authorized capital of the Company consists of an unlimited number of Common Shares without par value and one Special Voting Share without par value.

As at the Record Date, there were 90,348,065 Common Shares issued and outstanding and one special voting share issued and outstanding (the “Special Voting Share”).

Under the terms of the Special Voting Share, the holder of record of the Special Voting Share (Corey Mangold) is entitled to vote a number of votes at meetings of shareholders equal to that number of exchangeable units that have not yet been exchanged into Common Shares of the Company. As at October 16, 202, the Special Voting Share is exchangeable into 50,365,065 Units, each Unit consisting of 50,365,065 common shares. Mr. Mangold, as holder of the Special Voting Share, will be entitled to vote 50,365,065 shares, which is equal to that number of votes which would attach to the common shares receivable upon the exchange of the Exchangeable Units owned of record by the beneficiaries as of the record date.

To the knowledge of the directors and senior officers of the Company, the only person or company who beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company as of the close of business on the Record Date is Corey Mangold who is the holder of the Special Voting Share consisting of 50,365,065 Units (35.79%).

FINANCIAL STATEMENTS

The consolidated audited financial statements of the Company for the Company’s fiscal years ending June 30, 2020 and May 31, 2019, the report of the auditor thereon and the management’s discussion and analysis thereon will be filed on SEDAR at www.sedar.com on or before October 31, 2020 and will be tabled at the Meeting and will be available at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Number of Directors

Pursuant to the Articles of the Company and the Business Corporations Act ( British Columbia) (“ BCA ”), the Company’s Board of Directors (the “ Board ”) has determined to set the number of persons to be elected to the Board at the Meeting at three (3). Current members of the Board are Corey Mangold, Richard Brown and Wayne Johnson.

Management recommends the approval of the number of directors being set at three (3) for the ensuing year.

2. Election of Directors

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management's nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia) (the " BCBCA ").

5 | Page

The following disclosure sets out the name of each of management’s nominees for election as a director, the province/state and country in which he is ordinarily resident, all offices of the Company now held by him, his principal occupation, the period of time he has been a director of the Company, and the number of shares of the Company beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as at the Record Date.

as at the Record Date.

Name of Nominee, Current Position with the Company and Province or State and Country of Residence(1)	Principal Occupation and, if not at present an elected Director, Occupation during the past five years(1)	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled (1)
Corey Mangold(2) Chief Executive Officer & Director Washington, USA	Chief Executive Officer of the Company since March, 2019; Co-founder and former principal of Gigasavvy, a southern California creative marketing agency from December 2008 to 2017.	March 7, 2019	17,827,136 Exchangeable Units(3)
Richard Brown President & Director California, USA	President of the Company since August 1, 2019;CEO of CX4People - Digital Marketing Agency from 2018 - 2019;President of H&R Block’s Canadian operations from 2013 to 2017.	July 5, 2019	200,000 Common shares
Wayne Johnson Director California, USA	Lawyer; founding member of Wayne R. Johnson & Associates, PLC, a boutique law firm located in Beverly Hills, California that practices corporate & general business matters, entertainment & music law transactions, domestic & international tax planning and controversy, business strategy & planning, mergers & acquisitions.	June 2, 2020	Nil

Notes:

(1) The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually or retrieved from SEDI.

(2) Denotes member of Audit Committee.

(3) Mr. Mangold beneficially owns or controls 17,827,136 Exchangeable Units. Each Exchangeable unit is exchangeable by the holder into one common share of the Company for no additional consideration. Until exchanged, the exchangeable units are voted under the Special Voting Share described above.

Director Nominee Biographies

Corey Mangold : Mr. Mangold is the Chief Executive Officer of the Company. Prior to joining the Company, Mr. Mangold was the Principal and Co-Founder of Gigasavvy, a leading southern California creative marketing agency that launched and managed campaigns for Toshiba, Knott’s Berry Farm, Johnny Rockets, Hi-Chew Candy, Tenet Healthcare and Northgate Markets. Mr. Mangold also worked to create a thriving culture at Gigasavvy which was recognized for 3 years running as a “Top 10 Places” to work in Orange County California. Mr. Mangold brings over 20 years of start-up experience and a knack for developing successful companies. Corey's vision and extensive experience in marketing/advertising, branding, design, sales and product development has already established Orchid as the brand to beat in the market.

Richard Brown : Mr. Brown brings extensive operational experience that spans a diverse set of industries such as CPG, Retail, Health Care and Financial Services. During his career, he specialized in both scaling up companies

6 | Page

with high-growth potential and transforming businesses to energize revenue growth. Most recently, Mr. Brown was President of H&R Block’s Canadian operations for five years where he led the growth of tax and financial services for this $300 million company, plus built a proprietary digital tax software platform and e-commerce business. Prior to this, Mr. Brown was Chief Marketing Officer and SVP, Sales and Business Development for a healthcare service company in the US called Smile Brands, a market leader in the dental care sector with $500 million in revenue, serving 2+ million patients annually. He played a major role in navigating the company through an IPO process which ended in the private sale of the company in 2011.

Wayne Johnson: Mr. Johnson, TEP is the founding member of Wayne R. Johnson & Associates, PLC, a boutique law firm located in Beverly Hills, California. Mr. Johnson’s practice is concentrated in the areas of corporate and general business matters, entertainment and music law and transactions, domestic and international tax planning and controversy, business strategy and planning, and mergers and acquisitions. Mr. Johnson earned B.S. degrees in accounting, business finance and economics from North Dakota State University in 1989; a Juris Doctorate (with Distinction) from the University of North Dakota School of Law in 1994; and a Master of Laws degree (LL.M.) in Taxation Law from New York University School of Law in 1995. A member of the State Bar of California, the Society of Trust and Estate Practitioners, and admitted to practice before the U.S. Tax Court, the U.S. District Court for the Central District of California, and the Ninth Circuit Court of Appeals, Mr. Johnson has also been an active member of several bar associations, including the State Bar of California, and is a former chair of the California State Bar's Taxation Section (2008-2009).

Management recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year.

Corporate Cease Trade Orders or Bankruptcies

No proposed director is, as at the date of this Information Circular, or has been, within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company in respect of which the Information Circular is being prepared) that:

(i) was subject to a cease trade or similar order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to a cease trade or similar order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

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

Bankruptcies

No proposed director has, within the ten (10) years before the date of this Information 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.

7 | Page

Penalties and Sanctions

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 securityholder in deciding whether to vote for a proposed director.

No Conflicts of Interest

To the best of our knowledge, there are no known existing or potential conflicts of interest among the Company and its directors or officers. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

3. Appointment of Auditor

DMCL LLP Chartered Professional Accountants (“DMCL”) of Vancouver, British Columbia, Canada will be nominated at the Meeting for re appointment as auditor of the Company. DMCL has been the auditors of the Company since June 2018.

The Board recommends that Shareholders vote in favour of the re appointment of DMCL LLP Chartered Professional Accountants. Unless otherwise instructed, at the Meeting the proxyholders named in the Company’s form of Proxy or Voting Instruction Form will vote FOR the appointment of DMCL LLP Chartered Professional Accountants.

EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“ Named Executive Officer ” or “ NEO ”, means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000;

8 | Page

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year.

Compensation Discussion and Analysis

The Board considers not only the Company’s financial situation at the time of determining executive compensation but also the Company’s estimated financial situation for both mid and long-term projections. The Company’s compensation program is intended to attract, motivate, reward and retain the management talent needed to achieve the Company’s business objectives of improving overall corporate performance and creating long-term value for the Company’s shareholders. The compensation program is intended to reward executive officers on the basis of individual performance and achievement of corporate objectives, including the advancement of the exploration and development goals of the Company.

The Company’s current compensation program is comprised of base salary or fees, short term incentives such as discretionary bonuses and long-term incentives such as stock options.

The Board has a Compensation Committee comprised of Corey Mangold and Wayne Johnson. All tasks related to developing and monitoring the Company’s approach to compensation of the Company’s NEOs and directors are performed by the Compensation Committee. Compensation of the Company’s NEOs, directors and employees or consultants, if any, is reviewed, recommended and approved by the Compensation Committee.

In making compensation decisions, the Compensation Committee strives to find a balance between short-term and long-term compensation and cash versus equity incentive compensation. Base salaries or fees and discretionary cash bonuses primarily reward recent performance and incentive stock options encourage NEOs and directors to continue to deliver results over a longer period of time and serve as a retention tool. The annual salary or fee for each NEO, as applicable, is determined by the Compensation Committee based on the level of responsibility and experience of the individual, the relative importance of the position to the Company, the professional qualifications of the individual and the performance of the individual over time. Each NEO’s performance and salary or fees are to be reviewed periodically. Increases in salary or fees are evaluated on an individual basis and are performance and market-based. The amount and award of cash bonuses to key executives and senior management is discretionary, depending on, among other factors, the financial performance of the Company and the position of each individual.

Director Compensation

During the Company’s most recently completed financial year ended June 30, 2020, the Company did not provide any compensation to its directors, other than to the directors set out in the disclosure below. The Company does not have any arrangements, standard or otherwise, pursuant to which non-NEO directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. The Board intends to compensate directors primarily through the grant of stock options and reimbursement of expenses incurred by such persons acting as directors of the Company.

Option-Based Awards

The Company regards the strategic use of incentive stock options as a cornerstone of the Company’s compensation plan. The Company is committed to long-term incentive programs that promote the continuity of an excellent management team and, therefore, the long-term success of the Company. The Company established a formal plan under which stock options may be granted to directors, officers, employees and consultants as an incentive to serve the Company in attaining its goal of improved shareholder value. It applies

9 | Page

to personnel at all levels and continues to be one of the Company’s primary tools for attracting, motivating and retaining qualified personnel which is critical to the Company’s success. The Board is responsible for administering the Company’s stock option plan and determining the type and amount of compensation to be paid to directors, officers, employees and consultants of the Company including the awards of any stock options under a stock option plan. Stock options are typically part of the overall compensation package for executive officers.

All grants of stock options to the NEOs are reviewed and approved by the Board and the Compensation Committee. In evaluating option grants to an NEO, the Board and the Compensation Committee evaluates a number of factors including, but not limited to: (i) the number of options already held by such NEO; (ii) a fair balance between the number of options held by the NEO concerned and the other executives of the Company, in light of their responsibilities and objectives; and (iii) the value of the options (generally determined using a Black-Scholes analysis) as a component in the NEO’s overall compensation package.

Hedging Policy

the Company’s compensation policies and practices, NEOs and directors are not prevented from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Director and NEO Compensation

The following table presents information concerning all compensation paid, payable, given, or otherwise provided, directly or indirectly, to NEOs and Directors by the Company for services in all capacities to the Company during the two most recently completed financial years:


	Table of Compensation, Excluding Compensation Securities (in USD)

Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Corey Mangold CEO and Director	2020 2019	$216,000 $287,280	- -	- -	- -	- -	$216,000 $287,280
Richard Brown President and Director	2020 2019	$250,000 -	- -	- -	- -	- -	$250,000 -
Mathew Lee Chief Financial Officer	2020 2019	$66,667 $37,500	- -	- -	- -	- -	$66,667 $37,500
Luke Hemphill Chief Revenue Officer	2020 2019	$180,000 $232,750	- -	- -	- -	- -	$180,000 $232,750
Wayne Johnson Director	2020 2019	Nil -	Nil -	Nil -	Nil -	Nil -	Nil -
Tom Soto Former Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Robert MacDonald Former Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

10 | Page

Table of Compensation, Excluding Compensation Securities (in USD)

Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)	Table of Compensation, Excluding Compensation Securities (in USD)

Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jennifer Eales Former General Counsel	2020 2019	Nil $247,380	Nil -	Nil -	Nil -	Nil -	Nil $247,380
Rene Suarez Former Director	2020 2019	- $287,280	- -	- -	- -	- -	- $287,280

Notes:

(1) Financial years ended June 30, 2020 and May 31, 2019.

Other than as set forth above, no NEO or Director of the Company has, during the most recently completed financial year, received compensation pursuant to:

(a) any standard arrangement for the compensation of NEOs or Directors for their services in their capacity as NEOs and/or Directors, including any additional amounts payable for committee participation or special assignments;
(b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of NEOs in their capacity as NEOs; or
(c) any arrangement for the compensation of NEOs of Directors for services as consultants or expert.

Compensation Securities

The following table of compensation securities provides a summary of all compensation securities granted or issued by the Company to each NEO and director of the Company, current and former, for the financial year ended June 30, 2020 for services provided or to be provided, directly or indirectly, to the Company:


		Compensation Securities

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversation or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end(2) ($)	Expiry Date
Corey Mangold CEO and Director	Stock options	2,100,000 stock options (15.5%) 2,100,000 underlying common shares (2.3%)	06/01/20	0.03	0.03	$0.045	06/01/25
Richard Brown President and Director	Stock options	3,000,000 stock options (22%) 3,000,000 underlying common shares (3.3%)	06/01/20	0.03	0.03	$0.045	06/01/25

11 | Page


		Compensation Securities

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversation or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end(2) ($)	Expiry Date
Mathew Lee CFO	Nil
Luke Hemphill Chief Revenue Officer	Stock Options	800,000 stock options (5.9%) 800,000 underlying common shares (0.9%)	06/01/20	0.03	0.03	$0.045	06/01/25
Wayne Johnson Director	Nil
Tom Soto Director	Nil
Robert MacDonald Director	Nil
Jennifer Eales General Counsel	Nil
Rene Suarez Former Director	Nil

Notes:

(1) The percentage of class is based on the total number of options and common shares outstanding as at June 30, 2020: 90,348,065 common shares and 12,400,000 stock options.

(2) Closing price on June 30, 2020, being the last day of the financial year on which the Company’s shares traded.

Exercise of Compensation Securities by NEOs and Directors

There were no compensation securities exercised by the NEOs and directors of the Company, current and former, for the financial year ended June 30, 2020.

Employment, Consulting and Management Agreements

Management functions of the Company are substantially performed by directors or senior officers (or private companies controlled by them, either directly or indirectly) of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

The Company does not have an agreement with each of the current NEOs pursuant to which a payment or other benefit is to be made or given by way of compensation in the event of that officer’s resignation, retirement or other termination of employment, or in the event of a change of control of the Company or a change in the Named Executive Officer’s responsibilities following such a change of control. The Compensation Committee is in the process of reviewing and discussing these agreements with the NEOs.

12 | Page

Oversight and Description of Director and NEO Compensation

Compensation, Philosophy and Objectives

The Compensation Committee meets to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. 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; and (c) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under.

The Compensation Committee ensures that total compensation paid to all NEOs is fair and reasonable. The Compensation Committee as a whole recommends levels of executive compensation that are competitive, motivating and commensurate with the time spent by executive officers in meeting their obligations. The Compensation Committee relies on the experience of its members and market data in assessing compensation levels.

Analysis of Elements

Base salary is used to provide the NEOs a set amount of money during the year with the expectation that each NEO will perform his 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 commencement of employment and periodically thereafter. 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 Option Plan.

Base Salary or Consulting Fees

Base salary ranges for the executive officers were initially determined upon a review of companies within the industry, which were of the same size as the Company, at the same stage of development as the Company and considered comparable to the Company.

In determining the base salary of an executive officer, the Board considers the following factors:

(a) the particular responsibilities related to the position;
(b) salaries paid by other companies in the industry which were similar in size as the Company;
(c) the experience level of the executive officer;
(d) the amount of time and commitment which the executive officer devotes to the Company; and
(e) the executive officer’s overall performance and performance in relation to the achievement of corporate milestones and objectives.

Bonus Incentive Compensation

The Company’s objective is to achieve certain strategic objectives and milestones. The Compensation Committee will consider executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Compensation Committee approves executive bonus compensation dependent upon compensation levels based on recommendations of the CEO. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Company’s operations.

13 | Page

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s stock option plan. Stock options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board based on recommendations put forward by the CEO and the Compensation Committee.

Compensation Review Process & Risks Associated with the Company’s Compensation Practices

The Compensation Committee has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Compensation Committee and the Board have concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee and the Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

Benefits and Perquisites

The Company does not, as of the date of this Information Circular, offer any benefits or perquisites to its NEOs other than potential grants of incentive stock options as otherwise disclosed and discussed herein.

Hedging by NEOs or Directors

The Company has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Information Circular, entitlement to grants of incentive stock options under the Company’s share option plan and restricted share unit plan is the only equity security element awarded by the Company to its executive officers and directors. To the knowledge of the Company, none of the executive officers or directors have purchased such financial instruments or employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Pension Plan

The Company does not have any form of pension plan that provides for payments or benefits to the NEO at, following, or in connection with retirement. The Company does not have any form of deferred compensation plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding compensation plans under which securities of the Company are authorized for issuance to directors, officers, employees and consultants in effect as of the end of the Company’s most recently completed fiscal year end of June 30, 2020.

14 | Page


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options/RSUs (a)	Weighted-Average Exercise Price of Outstanding Options/RSUs (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(1) (c)
Equity Compensation Plans Approved by Securityholders – Stock Option Plan	12,400,000	$0.33	5,669,613
Equity Compensation Plans Not Approved by Securityholders	-	-	-
Total	12,400,000	$0.33	5,669,613

Note:

(1) The Company had 90,348,065 common shares issued and outstanding as at June 30, 2020. The Company currently has in place a fixed stock option plan whereby the maximum number of common shares that may be reserved for issuance pursuant to such plan is a rolling 20% of the issued and outstanding share capital.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires issuers to disclose their governance practices in accordance with that instrument. The Company is a “venture issuer” within the meaning of NI 58-101.

The Board has adopted certain corporate governance policies to reflect the Company’s commitment to good corporate governance, and to comply with NI 58-101, Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers) and National Policy 58-201 - Corporate Governance Guidelines . The Board periodically reviews these policies and proposes modifications to the Board for consideration as appropriate. The Company considers good corporate governance to be central to the effective and efficient management and operation of the Company, and the Board is directly responsible for developing the Company’s approach to corporate governance issues. A discussion of the Company’s governance practices within the context of NI 58-101 is set out below:

Board of Directors: The Board of Directors presently has three directors, of which one is independent. The definition of independence used by the Company is that used by the Canadian Securities Administrators, which is set out in section 1.4 of National Instrument 52-110 Audit Committees (“ NI 52-110 ”). A director is independent if he has no direct or indirect material relationship to the Company. A “material relationship” is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of the director’s independent judgment. Certain types of relationships are by their very nature considered to be material relationships and are specified in section 1.4 of NI 52-110.

Wayne Johnson is considered an independent director. Corey Mangold (Chief Executive Officer) and Richard Brown (President) are not independent as they are executive officers of the Company.

The Board believes that the principal objective of the Company is to generate economic returns with the goal of maximizing shareholder value, and that this is to be accomplished by the Board through its stewardship of the Company. In fulfilling its stewardship function, the Board’s responsibilities will include strategic planning, appointing and overseeing management, succession planning, risk identification and management,

15 | Page

environmental oversight, communications with other parties and overseeing financial and corporate issues. Directors are involved in the supervision of management.

Pursuant to the Business Corporations Act (British Columbia), directors must declare any interest in a material contract or transaction or a proposed material contract or transaction. Further, the independent members of the Board of Directors meet independently of management members when warranted.

The Board facilitates the exercise of independent supervision over management through various Board meetings held throughout the year. At present, the Board does not have any formal committees other than its Audit Committee. When necessary, the Board will strike a special committee of independent directors to deal with matters requiring independence. The composition of the Board is such that the independent directors have significant experience in business affairs. As a result, these Board members are able to provide significant and valuable independent supervision over management.

Directorships: The directors of the Company are not currently directors of any other reporting issuers.

Compensation: From time to time, the independent directors serving on the Compensation Committee will review the compensation payable to the CEO and CFO and all other high-level executives. Compensation for Board members is determined by the Compensation Committee as a whole and in accordance with industry norms and with reference to each individual director’s level of involvement with the Company

Orientation and Continuing Education: The Company has not formalized an orientation program. If a new director was appointed or elected, however, he or she would be provided with orientation and education about the Company which would include information about the duties and obligations of directors, the business and operations of the Company, documents from recent board meetings and opportunities for meetings and discussion with senior management and other directors. Specific details of the orientation of each new director would be tailored to that director’s individual needs and areas of interest.

The Company does provide continuing education opportunities to directors so that they may maintain or enhance their skills and abilities as directors and ensure that their knowledge and understanding of the Company’s business remains current.

Ethical Business Conduct: The Company has not taken any formal steps to promote a culture of ethical business conduct, but the Company and its management are committed to conducting its business in an ethical manner. This is accomplished by management actively doing the following in its administration and conduct of the Company’s business:

The promotion of integrity and deterrence of wrongdoing.
The promotion of honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest.
The promotion of avoidance or absence of conflicts of interest.
The promotion of full, fair, accurate, timely and understandable disclosure in public communications made by the Company.
The promotion of compliance with applicable governmental laws, rules and regulations.
Providing guidance to the Company’s directors, officers and employees to help them recognize and deal with ethical issues.
Helping foster a culture of integrity, honesty and accountability throughout the Company.

Nomination of Directors: The Board as a whole is responsible for identifying and evaluating qualified candidates for nomination to the Board. In identifying candidates, the Board considers the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess, the competencies and skills that the Board

16 | Page

considers each existing director to possess, the competencies and skills each new nominee will bring to the Board and the ability of each new nominee to devote sufficient time and resources to his or her duties as a director.

Other Board Committees : The Board currently has three standing committees, the Audit Committee, the Disclosure Committee, and the Compensation Committee.

Assessments: The Board does not conduct any formal evaluation of the performance and effectiveness of the members of the Board, the Board as a whole or any committee of the Board. These matters are dealt with on a case by case basis at the Board level.

AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 – Audit Committees (“NI 52-110”), companies are required to provide disclosure with respect to their audit committee, including the text of the audit committee’s charter, the composition of the audit committee and the fees paid to the external auditor.

General: The Audit Committee is a standing committee of the Board of Directors, the primary function of which is to assist the Board of Directors in fulfilling its financial oversight responsibilities, which will include monitoring the quality and integrity of the Company’s financial statements and the independence and performance of the Company’s external auditor, acting as a liaison between the Board and the Company’s external auditor, reviewing the financial information that will be publicly disclosed and reviewing all audit processes and the systems of internal controls management and the Board have established.

Audit Committee Charter: The Company has adopted a Charter of the Audit Committee of the Board of Directors, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. A copy of the Audit Committee Charter is is available under the Company’s profile at www.sedar.com. Shareholders can also view the Audit Committee Charter during business hours at their registered & records office located at McMillan LLP, 15[th] Floor, 1075 West Georgia Street, Vancouver, BC.

Composition of the Audit Committee: The Audit Committee currently consists of the following three directors and the table below indicates whether they are ‘independent’ and ‘financially literate’:

Corey Mangold Richard Brown Wayne Johnson	Independent(1) Financially Literate(2)
	No Yes No Yes Yes Yes

Notes:

(1) A member of the Audit Committee is independent if he has no direct or indirect ‘material relationship’ with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. An executive officer of the Company, such as the President or Secretary, is deemed to have a material relationship with the Company.
(2) A member of the Audit Committee is financially literate if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

As the Common Shares are listed on the CSE, under National Instrument 52-110 Audit Committees (“ NI 52-110 ”) the Company is a venture issuer. Pursuant to NI 52-110, s. 6.1.1, a majority of the Audit Committee members must not be executive officers, employees or control persons of the Company.

17 | Page

Relevant Education and Experience: The education and experience of each audit committee member relevant to the performance of his responsibilities as an audit committee member is set out in Director Biographies above, and each member has an understanding of financial statements and is financially literate as that term is defined in NI 52-110.

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

Reliance on Certain Exemptions: At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Nonaudit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures: The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, however, as provided for in NI 52-110, the Audit Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries, unless otherwise permitted by NI 52-110.

External Auditor Service Fees (By Category): The aggregate fees billed by the Company's external auditors in each of the last two fiscal years ended June 30, 2020 and May 31, 2019 for audit fees are as follows:

Financial Year Ending	Audit Fees(1)	Audit Related Fees (2)	Tax Fees (3)	All Other Fees (4)
June 30, 2020	$90,000	-	-	-
May 31, 2019	$8,160	-	-	-

Notes:

(1) The aggregate fees billed by the Company’s auditor for audit fees.

(2) The aggregate fees billed for assurance and related services by the Company’s auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not disclosed in the ‘Audit Fees’ column.

(3) The aggregate fees billed for professional services rendered by the Company’s auditor for tax compliance, tax advice and tax planning.

(4) The aggregate fees billed for professional services other than those listed in the other three columns.

Exemption: The Company is a venture issuer as defined in NI 52-110 and pursuant to section 6.1 of NI 52-110, the Company claims exemption from the requirements of Part 3 - Composition of the Audit Committee and Part 5 - Reporting Obligations .

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

“ Informed Person ” means:

(a) a director or executive officer of the Company;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

18 | Page

(c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Other than disclosed in this Information Circular, to the knowledge of management of the Company, no informed person of the Company, proposed director of the Company, or any associate or affiliate of any informed person or proposed director of the Company has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Except as otherwise disclosed in this Information Circular, management functions of the Company are generally performed by directors and senior officers of the Company and not, to any substantial degree, by any other person to whom the Company has contracted.

OTHER MATTERS

Management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Annual General Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy accompanying this Information Circular to vote the same in accordance with their best judgment of such matters.

ADDITIONAL INFORMATION

Additional information regarding the Company and its business activities is available on the Company’s profile on SEDAR website located at www.sedar.com. The Company’s financial information is provided in the Company’s audited comparative financial statements and related management discussion and analysis for its most recently completed financial year and may be viewed on the SEDAR website at the website noted above. Shareholders of the Company may request copies of the Company’s financial statements and related management discussion and analysis by contacting the Company at: