Osisko Development Corp. — AGM Information 2020

Jan 29, 2020

MaRS Centre, South Tower 101 College Street, Suite 200 Toronto, Ontario M5G 1L7

MANAGEMENT INFORMATION CIRCULAR as at January 20, 2020

This Management Information Circular ("Information Circular") is furnished in connection with the solicitation of proxies by management of Telo Genomics Corp. for use at the annual general meeting (the "Meeting") of the shareholders of Telo Genomics Corp. (the "Shareholders") to be held on February 27, 2020 and any adjournment or postponement thereof, for the purposes set forth in the attached Notice of Annual General Meeting (the "Notice of Meeting"). Except where otherwise indicated, the information contained herein is stated as of January 20, 2020.

In this Information Circular, references to the "Company", "we" and "our" refer to Telo Genomics Corp. "Common Shares" means common shares without par value in the capital of the Company. "Registered Shareholders" means Shareholders whose names appear on the records of the Company as the registered holders of Common Shares. "Non-Registered Shareholders" means Shareholders who do not hold Common Shares in their own name. "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

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 to send meeting materials directly to Registered Shareholders, as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the meeting materials to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (objecting beneficial owners). As a result, objecting beneficial owners will not receive the Information Circular and associated meeting materials unless their Intermediary assumes the costs of delivery.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy (the "Proxy") are officers of the Company or solicitors for the Company. If you are a Registered Shareholder, you have the right to attend the meeting or vote by proxy and to appoint a person or company other than the person designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy.

If you are a Registered Shareholder you may wish to vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), in accordance with the instructions on the Proxy.

In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Every Proxy may be revoked by an instrument in writing:

(i) executed by the Shareholder or by his/her attorney authorized in writing or, where the Shareholder is a company, by a duly authorized officer or attorney of the company; and

(ii) delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof,

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see "Voting by Non-Registered Shareholders" below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you vote by Proxy, 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:

• (i) each matter or group of matters identified therein for which a choice is not specified;
• (ii) any amendment to or variation of any matter identified therein;
• (iii) any other matter that properly comes before the Meeting; and
• (iv) exercise of discretion of the proxyholder.

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. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, 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 name of the Shareholder's Intermediary or an agent of that Intermediary. In the United States, the vast majority of such Common Shares are registered 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), and in Canada, 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).

If you have consented to disclosure of your ownership information, you will receive a request for voting instructions from the Company (through Computershare). If you have declined to disclose your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of delivering the Information Circular and associated meeting materials. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the voting instruction form received from Computershare or Broadridge in order to ensure that your Common Shares are voted at the Meeting. The voting instruction form supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The voting instruction form sent by Computershare or Broadridge will name the same persons as the Company's proxy to represent you at the Meeting. Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you (who need not be a Shareholder), may attend at the Meeting as Proxyholder for your Intermediary and vote your Common Shares in that capacity. To exercise this right to attend the Meeting or appoint a Proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the voting instruction form. Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder for your Intermediary. The completed voting instruction form or other written instructions must then be returned in accordance with the instructions on the form.

If you receive a voting instruction form from Computershare or Broadridge, you cannot use it to vote Common Shares directly at the Meeting – the voting instruction form must be completed as described above and returned in accordance with its instructions well in advance of the Meeting in order to have the Common Shares voted.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors. For the purpose of this paragraph, "person" shall include each of the following persons or companies: (a) if the solicitation is made by or on behalf of management of the Company, each person who has been a director, senior officer or insider of the Company at any time since the beginning of the Company's last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, each person or company by whom, or on whose behalf, directly or indirectly, the solicitation is made; (c) each proposed nominee for election as a director of the Company; and (d) each associate or affiliate of any of the persons or companies included in subparagraphs (a) to (c).

RECORD DATE AND QUORUM

The board of directors (the "Board") of the Company has fixed the record date for the Meeting as the close of business on January 20, 2020 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

Under the By-Laws of the Company, the quorum for the transaction of business at a meeting of Shareholders is two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed Proxyholder for an absent Shareholder so entitled.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

On the Record Date, there were 41,210,153 Common Shares issued and outstanding, each Common Share carrying the right to one vote. Only Shareholders of record at the close of business on the Record Date will be entitled to vote in person or by Proxy at the Meeting or any adjournment or postponement thereof.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, there are no Shareholders who beneficially own or exercise control or direction over Common Shares, directly or indirectly, carrying 10% or more of the voting rights attached to Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company's directors, the only matters to be placed before the Meeting are those set forth in the accompanying Notice of Meeting and discussed below.

PRESENTATION OF FINANCIAL STATEMENTS

The audited annual financial statements of the Company for the financial year ended June 30, 2019, including the auditors' report thereon, will be placed before the Meeting. The Company's financial statements are available on the System of Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.

ELECTION OF DIRECTORS

The Company proposes to fix the number of directors of the Company at five (5) and to nominate the persons listed below for election as directors. Unless otherwise indicated, the management proxy nominees named as proxyholders in the accompanying form of proxy or VIF will vote the Common Shares represented by such form of proxy, properly executed, FOR the election of each of the nominees whose names are set forth below. Each director will hold office until the next annual general meeting of the Company or until his or her successor is elected or appointed, unless his or her office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the director nominees, the period of time that they have been directors of the Company, their principal occupation, their positions and offices in the Company, and the number of Common Shares each beneficially owns or over which control or direction is exercised.

Name, Residence and PresentPosition within the Company	Director Since	Number ofCommon SharesBeneficiallyOwned, Directly orIndirectly, or OverWhich Control orDirection isExercised	Principal Occupation(1)
Hugh Rogers(3)British Columbia, CanadaChair, Director	September 17, 2018	724,510	Lawyerandself-employedcorporatefinanceconsultant.ChiefExecutiveOfficer, ChiefFinancialOfficer andDirector of Dagobah Ventures Ltd., anoff-gridalternativeenergycompany,since April 2017; Director of RepliCelLifeSciencesInc.,aTSX-Vlistedautologous cell therapy company, fromFebruary 2017 to December 2018; anddirector of Coronado Resources Ltd., aTSX-V listed natural gas co-generationcompany from March 2015 to October2017.
Ryan Cheung(2)British Columbia, CanadaDirector and Chief FinancialOfficer	September 17, 2018	450,000	CharteredProfessionalAccountantprovidingaccounting,management,securities regulatory compliance servicesto private and public-listed companies.Founder and managing partner of MCPAServices Inc., a public advisory practicefocused on providing tax and integratedaccounting and advisory solutions. Servesas a director and/or senior officer ofseveral Canadian listed entities.

Name, Residence and PresentPosition within the Company	Director Since	Number ofCommon SharesBeneficiallyOwned, Directly orIndirectly, or OverWhich Control orDirection isExercised	Principal Occupation(1)
Dr. Sabine Mai, PhDManitoba, CanadaDirector	September 8, 2016	2,810,433	CanadaResearchChair(Tier1)inGenomicInstabilityandNuclearArchitecture of Cancer, Professor ofPhysiologyandPathophysiology,BiochemistryandMedicalGenetics,HumanAnatomyandCellScience,University of Manitoba. Director of TheGenomic Centre for Cancer Research andDiagnosis (GCCRD) at the University ofManitoba.
Guido Baechler(2)(3)California, USADirector	February 28, 2019	Nil	Engineer and self-employed life scienceand medical diagnostic expert. Founderof Berkeley Life Science Advisors, adiagnostic and pharma start-up consultingbusiness that designs and leads strategicMergers & Acquisitions, financing andResearch & Development.Served asPresident and Chief Executive Officer ofSingulex.Heldexecutiveleadershippositions at both Roche Diagnostics andRoche Molecular Diagnostics.
John MeekisonBritish Columbia, CanadaProposed Director	Proposed Director	Nil	ChiefFinancialOfficerofExroTechnologies Inc. since October 2017;Director Capital Markets, Evans & EvansInc. from August 2016 to December2018; Chief Financial Officer of SegraInternational Corp. from May 2017 toMay2018.CharteredProfessionalAccountant and Professional Logistician.

Notes:

(2) Denotes a member of the Audit Committee of the Company.

(3) Denotes a member of the Governance and Nominating & Compensation Committee.

Other than as disclosed below, to the knowledge of the Company, no proposed director of the Company:

• (a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
  • (i) was subject to an order that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer, or
  • (ii) was subject to an order that was issued after the 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,
• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting

(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. Unless otherwise stated above, any nominees named above not elected at the last annual general meeting have held the principal occupation or employment indicated for at least the five preceding years.

in the 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;

• (c) has, within the 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 or executive officer;
• (d) 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
• (e) 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.

For the purposes of subsection (a) above, "order" means:

• (i) a cease trade order;
• (ii) an order similar to a cease trade order; or
• (iii) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for more than 30 consecutive days.

On November 2, 2018, the Company was subjected to a cease trade order for failure to file its audited year end financial statements and MD&A. The documents were filed on November 15, 2018, and a revocation of the cease trade order was issued on November 19, 2018. Trading resumed on December 3, 2018 after a review conducted by the TSX.V compliance office. Messrs. Cheung and Rogers, as well as Dr. Mai were all directors of the Company at that time.

On May 31, 2018, the Company announced its intention to assign itself into bankruptcy under the Bankruptcy and Insolvency Act and the layoff of its employees and contractors, due to being unable to secure the additional financing required to fund its operations. On November 30, 2018, the Company's disclosed that the Company's Board of Directors and executive management team did not intend to file for bankruptcy, and planned to re-hire laid off technical staff as business needs arose as well as to continue to seek and negotiate further funding to continue its operational programs. As such, the Company's securities were reinstated for trading at the opening on December 3, 2018. Dr. Mai was a director of the Company at that time.

STATEMENT OF EXECUTIVE COMPENSATION

Set out below are particulars of compensation paid to the directors and the named executive officers of the Company. "Named Executive Officer" or "NEO" means each of the following individuals:

• (a) the Company's chief executive officer ("CEO");
• (b) the Company's chief financial officer ("CFO");
• (c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the CEO and the CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
• (d) each individual who would be a named executive officer under subsection (c) above 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.

As at the Company's most recently completed financial year ended June 30, 2019, the Company had two NEOs, whose names and positions held within the Company are set out in the summary compensation table below.

Director and Named Executive Officer Compensation

The following table is a summary of compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and director, for services provided and for services to be provided, directly or indirectly to the Company or a subsidiary of the Company, for each of the two most recently completed financial years ended June 30, 2018 and June 30, 2019, other than stock options and other compensation securities.

Table of compensation excluding compensation securities
Nameandposition	Year	Salary,consultingfee,retainer orcommission($)	Bonus($)	Committeeor meetingfees($)	Value ofperquisites($)	Value of allothercompensation($)	Totalcompensation($)
Sherif Louis(1)CEO andPresident	2019	108,000	Nil	Nil	Nil	Nil	108,000
Ryan Cheung(2)CFO and Director	2019	37,500	Nil	Nil	Nil	Nil	37,500
Hugh Rogers(3)Chair andDirector	2019	30,000	Nil	Nil	Nil	Nil	30,000
Dr. Sabine Mai(4)	2019	30,000	Nil	Nil	Nil	Nil	30,000
Director	2018	16,000	Nil	Nil	Nil	Nil	16,000
Guido Baechler(5)Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
RichardSavage(6)Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
Jason	2019	17,570	Nil	Nil	Nil	Nil	15,750
Flowerday(7)Former CEO andformer Director	2018	206,250	Nil	Nil	Nil	Nil	206,250
Keith Cassidy(8)	2019	Nil	Nil	Nil	Nil	Nil	Nil
Former CFO andformer Director	2018	137,599	Nil	Nil	Nil	Nil	137,599
Kevin Little(9)	2019	Nil	Nil	Nil	Nil	Nil	Nil
Former ChiefScientific Officer	2018	168,000	Nil	Nil	Nil	Nil	168,000
Joost van der	2019	Nil	Nil	Nil	Nil	Nil	Nil
Mark(10)Former BusinessOfficer	2018	160,417	Nil	Nil	Nil	Nil	160,417
Oumar	2019	Nil	Nil	Nil	Nil	Nil	Nil
Samassekou(11)Former VP,TechnologyDevelopment	2018	155,851	Nil	Nil	Nil	Nil	155,851
John Swift(12)	2019	Nil	Nil	Nil	Nil	Nil	Nil
Former Chair andformer Director	2018	60,000	Nil	Nil	Nil	Nil	60,000
Gordon	2019	Nil	Nil	Nil	Nil	Nil	Nil
McCauley(13)Former Director	2018	Nil	Nil	Nil	Nil	Nil	Nil

Table of compensation excluding compensation securities
Nameandposition	Year	Salary,consultingfee,retainer orcommission($)	Bonus($)	Committeeor meetingfees($)	Value ofperquisites($)	Value of allothercompensation($)	Totalcompensation($)
Ian Fodie(14)	2019	Nil	Nil	Nil	Nil	Nil	Nil
Former Director	2018	Nil	Nil	Nil	Nil	Nil	Nil
Bruce Colwill(15)Former Director	2018	Nil	Nil	Nil	Nil	Nil	Nil
HelenStevenson(16)Former Director	2019	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

• (1) Mr. Louis was appointed as the CEO and the President of the Company on September 24, 2018.
• (2) Mr. Cheung was appointed as the CFO on September 13, 2018, and as a director of the Company on September 12, 2018.
• (3) Mr. Rogers was appointed as the Chair and a director of the Company on September 12, 2018.
• (4) Dr. Mai's compensation was provided for consulting services and not in her capacity as a director. Dr. Mai's compensation stopped on February 28, 2018.
• (5) Mr. Baechler was appointed as a director on February 28, 2019.
• (6) Mr. Savage was appointed as a director on February 28, 2019. Mr. Savage will not be standing for re-election at the Meeting.
• (7) Mr. Flowerday resigned as the CEO and a director on September 17, 2018.
• (8) Mr. Cassidy resigned as the CFO and a director on September 17, 2018.
• (9) Mr. Little served as the Chief Scientific Officer of the Company from April 01, 2017 to May 31, 2018.
• (10) Mr. Van der Mark served as the Chief Business Officer of the Company from February 1, 2017 to May 31, 2018.
• (11) Mr. Samassekou served as the Former VP, Technology Development of the Company from September 01, 2015 to May 31, 2018.
• (12) Mr. Swift's compensation stopped on December 31, 2017. He resigned from the Board on September 17, 2018.
• (13) Mr. McCauley resigned as a director on February 12, 2018.
• (14) Mr. Fodie resigned as a director on September 17, 2018.
• (15) Mr. Colwill resigned as a director on October 10, 2017.
• (16) Ms. Stevenson resigned as a director on August 11, 2017.

Stock Options And Other Compensation Securities

The following table is a summary of compensation securities granted or issued to director or NEOs by the Company or its subsidiary in the most recently completed financial year ended June 30, 2019 for services provided or to be provided, directly or indirectly, to the Company or its subsidiary.

Compensation Securities
Nameandposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Dateofissueorgrant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Sherif Louis(1)CEO andPresident	Stock options	Nil	Nil	Nil	Nil	Nil	Nil
Ryan CheungCFO andDirector	Stock options	Nil	Nil	Nil	Nil	Nil	Nil
Hugh Rogers(2)Chair andDirector	Stock options	Nil	Nil	Nil	Nil	Nil	Nil
Dr. SabineMai(3)Director	Stock options	Nil	Nil	Nil	Nil	Nil	Nil
GuidoBaechlerDirector	Stock options	Nil	Nil	Nil	Nil	Nil	Nil
RichardSavageDirector	Stock options	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) As at June 30, 2019, Mr. Louis held 4,000 stock options exercisable at a price of $0.68 until October 01, 2026.

(2) As at June 30, 2019, Mr. Rogers held 42,000 stock options exercisable at a price of $0.68 until October 01, 2026.

(3) As at June 30, 2019, Dr. Mai held 80,752 stock options exercisable at a price of $0.68 until October 01, 2026.

No stock options were exercised by directors or NEOs during the most recently completed financial year ended June 30, 2019.

Stock Option Plans and other Incentive Plans

See "Approval of Stock Option Plan" above for the material terms of the Company's Plan. The Plan was previously approved by Shareholders at the annual general meeting held on February 29, 2016, and will be placed before the Meeting for shareholder approval.

Employment, Consulting and Management Agreements

During the fiscal year ended June 30, 2019, the Company was a party to consulting agreements with Mr. John Swift, Mr. Keith Cassidy and Dr. Sabine Mai. Each such agreement (collectively, the "Agreements") contains covenants in the Company's favour, including a non-competition covenant, a loyalty covenant, a non-solicitation of clients and employees, covenant and confidentiality and non-disclosure obligations. Under the Agreements, all work product that was prepared, produced, developed or acquired by these persons was the property of the Company, and these persons were restricted from disclosing any information, documents or work product which was developed by these persons or to which these persons may have had access to as a result of their services to the Company. Pursuant to the Agreements, each of these persons could be terminated by the Company immediately for cause or without cause on written notice. Upon termination, these persons were entitled to receive all sums due and payable under their Agreement to the date of termination.

Under the Agreements, Mr. Swift, Mr. Cassidy and Dr. Mai were entitled to receive the following monthly consulting fee, in addition to the severance provisions set out in those agreements:

Name	Monthly Consulting Fee	Severance Provisions
John Swift	$10,000 per month effective January 1,	No severance provisions were provided
Former Chair and former Director	2016.Uponmutualagreement,Mr.	for in Mr. Swift's Consulting Agreement.
	Swift's compensation was stopped on
	December31,2017.Mr.Swift's
	Consulting Agreement was maintained at
	NIL compensation, and he resigned from
	the Board on September 17, 2018.
Mr. Keith Cassidy	$10,000 per month effective January 1,	Mr. Cassidy was eligible for 14 days
	2016, increased to $12,500 per month	termination notice.
	effective September 8, 2016. Upon
	mutualagreement,Mr.Cassidy's	Mr. Cassidy resigned as CFO &
	compensation was stopped on May 31,	Director on September 17, 2018.
	2018.Mr.Cassidy'sConsulting
	AgreementismaintainedatNIL
	compensation.
Dr. Sabine Mai	$2,000 per month effective September 1,	Dr. Sabine's Consulting Agreement does
Director and Chair, Clinical and	2015. Upon mutual agreement, Dr. Mai's	not contain severance provisions.
Scientific Advisory Board	compensation was stopped on February
	28, 2018, although her contract remains
	in place.

Other than disclosed above, the Company does not have any agreement or arrangement under which compensation was provided during the most recently completed financial year ended June 30, 2019 or is payable in respect of services provided to the Company or its subsidiary that were performed by a director or a NEO, or performed by any other party but are services typically provided by a director or a NEO.

Oversight and Description of Director and Named Executive Officer Compensation

Other than disclosed herein, no cash compensation was paid to any director of the Company for the director's services as a director during the financial year ended June 30, 2019, other than the reimbursement of out-of-pocket expenses. The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors except, as described below.

The objective of the Company's compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company's fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its executive officers based on their skill, qualifications, experience, level of responsibility, the existing stage of development of the Company, the Company's resources, industry practice and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the Shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award executive officers long term incentives in the form of stock options. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in Shareholder value. The Company does not provide medical, dental, pension or other benefits to the executive officers.

The base compensation of the executive officers is reviewed and set annually by the Board. The CEO has substantial input in setting annual compensation levels. The CEO is directly responsible for the financial resources and operations of the Company. In addition, the CEO and the Board from time to time determine the stock option grants to be made pursuant to the Plan. Previous grants of stock options are taken into account when considering new grants. The Board awards bonuses at its sole discretion based on the accomplishment of set objectives for each fiscal year.

The Company's executive compensation program during the most recently completed financial year was administered by the board of directors. The board of directors based the executive compensation on comparable positions at start-up biotechnology entities with limited funds.

Directors' compensation for the directors is determined by the board of directors of the Company on an ongoing basis.

During the fiscal year ended June 30, 2019, the NEOs were compensated primarily through cash salaries. No stock options were granted during the fiscal year ended June 30, 2019.

During the fiscal year ended June 30, 2019, the Company set cash compensation for management based on the available funds of the Company, and comparable with start-up biotechnology entities with limited funds.

During the financial year ended June 30, 2019, no performance based compensation was awarded to the NEOs.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company's financial resources and prospects.

The Board has not considered the implications of the risks associated with the Company's compensation policies and practices.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Company's most recently completed financial year ended June 30, 2019 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

Plan Category	Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(a)	Weighted-averageexercise price ofoutstanding options,warrants and rights(b)	Number of securitiesremaining available forfuture issuances underequity compensation plan(excluding securitiesreflected in column (a))(c)
Equity compensation plansapproved by security holders(Stock Option Plan)	3,348,686	$0.40	3,304,468
Equity compensation plans notapproved by security holders	N/A	N/A	N/A
Total:	3,348,686	-	3,304,468

Note:

(1) Adjusted to reflect a 5:1 consolidation completed on June 30, 2017 and a 4:1 consolidation completed on November 22, 2019.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the executive officers, directors, employees, proposed nominees for election as directors or their associates, or any former executive officers, directors and employees of the Company or its subsidiary, have been indebted to the Company or its subsidiary since the beginning of the most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company's most recently completed financial year, no informed person of the Company (a director, executive officer or holder of 10% or more Common Shares) or nominee for election as a director of the Company, or any associate or affiliate of any informed person or proposed director has had any material interest, direct or indirect, in any transaction which has materially affected or would materially affect the Company or its subsidiary.

APPOINTMENT OF AUDITOR

The Board of Directors recommends that Morgan & Company LLP, Chartered Professional Accountants, be appointed as the auditor of the Company for the ensuing year until the next annual meeting of Shareholders or until their successors are appointed, with its remuneration to be set by the Board. Morgan & Company LLP were first appointed as the auditor of the Company on September 13, 2019 by the Board, in place of MNP LLP, Chartered Professional Accountants.

There have been no reportable events between the Company and MNP LLP and no modified opinions by MNP LLP for the purposes of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"). A "reportable event" is defined in NI 51-102 as a disagreement, a consultation or an unresolved issue with the auditor. A copy of the reporting package required by NI 51-102 with respect to the resignation of MNP LLP and the appointment of Morgan & Company LLP as the auditor for the Company, including the Notice of Change of Auditor, a letter from MNP LLP and a letter from Morgan & Company LLP is attached to this Information Circular as Schedule "B".

Unless otherwise indicated, the management proxy nominees named as proxyholders in the accompanying form of proxy or VIF will cast the votes represented by such form of proxy, properly executed, FOR the appointment of Morgan & Company LLP as the auditor of the Company until the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors.

APPROVAL OF STOCK OPTION PLAN

At the Meeting, Shareholders will be asked to approve the adoption of the Company's 2020 Stock Option Plan (the "Plan"). The Plan is a 10% rolling stock option plan prepared in accordance with and subject to the rules and policies of the TSX Venture Exchange (the "TSXV"). The purpose of the Stock Option Plan is to provide an incentive to directors, employees and consultants to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan. A full copy of the Plan will be available at the Meeting for review by Shareholders. Shareholders may also obtain copies of the Plan from the Company prior to the Meeting on written request.

Eligible Participants. Options may be granted under the Plan to directors or officers of the Company or an affiliate of the Company (collectively, the "Directors"), employees of the Company (collectively, the "Employees") consultants of the Company or its affiliate (collectively, the "Consultants") or Management Company Employees (as that term is defined in Policy 4.4 of the TSXV's Corporate Finance Manual). The board of directors of the Company (the "Board"), in its discretion, determines which of the Directors, Employees, Consultants or Management Company Employees will be awarded Options under the Plan.

Number of Shares Reserved. The number of Common Shares which may be issued pursuant to options granted under the Plan may not exceed 10% of the issued and outstanding Common Shares of the Company from time to time at the date of granting of Options (including all options granted by the Company prior to the adoption of the Plan and under the Plan). Options which are cancelled or expire prior to exercise continue to be issuable under the Plan.

Limitations. Under the Plan, the aggregate number of options granted to any one person in a 12 month period must not exceed 5% of the issued and outstanding shares of the Company, calculated on the date the option is granted. The aggregate number of options granted to any one Consultant in a 12 month period must not exceed 2% of the issued and outstanding shares of the Company, calculated at the date the option is granted. The aggregate number of options granted to all persons retained to provide investor relations services to the Company (including Consultants and Employees or Directors whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the issued and outstanding shares of the Company in any 12 month period, calculated at the date an option is granted to any such person.

Term of Options. Subject to the termination and change of control provisions noted below, the terms of any Option granted under the Plan is determined by the Board and may not exceed ten years from the date of grant.

Exercise Price. The exercise price of Options granted under the Plan is determined by the Board, provided that it is not less than the Discounted Market Price, as that term is defined in the TSXV's Corporate Finance policy manual or such other minimum price as is permitted by the TSXV in accordance with the policies from time to time, or, if the Common Shares are no longer listed on the TSXV, then such other exchange or quotation system on which the Common Shares are listed or quoted for trading. The exercise price of Options granted to insiders may not be decreased without disinterested shareholder approval at the time of the proposed amendment.

Vesting. All Options granted pursuant to the Plan will be subject to such vesting requirements as may be prescribed by the TSXV, if applicable, or as may be imposed by the Board.

Termination. Any Options granted pursuant to the Plan will terminate upon the earliest of:

• (a) such date as the Board has fixed when the Option is granted, provided that the date is no more than one year from the date on which the holder ceases to be eligible (the "Cessation Date") to hold the Option;
• (b) the end of the term of the Option;
• (c) if the Cessation Date is as a result of dismissal for cause or regulatory sanction, then immediately on the Cessation Date; or
• (d) if the Cessation Date is as a result of death or disability, then the date that is one year from the date of such death or disability.

Disinterested Shareholder approval will be sought in respect of any material amendment to the Plan.

At the Meeting, Shareholders will be asked to approve, with or without variation, the following ordinary resolution:

"BE IT RESOLVED THAT:

• 1. the Company's 2020 Stock Option Plan be approved, and that in connection therewith a maximum of 10% of the Company's issued and outstanding Common Shares at the time of each grant be approved for granting as options; and
• 1. the Board of the Company be authorized in its absolute discretion to administer the 2020 Stock Option Plan and amend or modify the 2020 Stock Option Plan in accordance with its terms and conditions and with the policies of the TSX Venture Exchange; and
• 1. any director or officer of the Company be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution."

A copy of the Plan is available at the records office of the Company at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8, until the business day immediately preceding the date of the Meeting, and a copy will also be made available at the Meeting.

Unless otherwise indicated, the management proxy nominees named as proxyholders in the accompanying form of proxy or VIF will cast the votes represented by such form of proxy, properly executed, FOR approval of the Company's 2020 Stock Option Plan.

MANAGEMENT CONTRACTS

Management functions of the Company or its subsidiary are not to any substantial degree performed by anyone other than the directors or the executive officers of the Company or subsidiary.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and charged with the day to day management of the Company. The Canadian Securities Administrators ("CSA") have adopted National Policy 58-201 - Corporate Governance Guidelines, which provides non prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA has implemented National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The composition of the Board currently consists of five members: Hugh Rogers, Ryan Cheung, Dr. Sabine Mai, Guido Baechler and Richard Savage, and it is proposed that all five of these individuals be nominated at the Meeting.

Of the proposed nominees, three directors, Ryan Cheung, CFO, Hugh Rogers, Chair, and Dr. Sabine Mai, Chair, Clinical and Scientific Advisory Board are considered not independent by virtue of their positions as executive officers of the Company. For this purpose, a director is independent if he or she has 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 of directors, be reasonably expected to interfere with the exercise of the director's independent judgment.

Other Directorships

The following table sets forth the directors of the Company who are directors of other reporting issuers:

Name	Name of other reporting issuer
Hugh Rogers	None
Ryan Cheung	Deep-South Resources Inc.Midasco Capital Corp.
Dr. Sabine Mai	None
Guido Baechler	None
Richard Savage(1)	None
John Meekison(2)	None

Note:

(1) Current director that is not standing for re-election.

(2) Nominee that is not a current member of the Board of Directors.

Orientation and Continuing Education

The Governance and Nominating & Compensation Committee is responsible for implementing procedures for the orientation and education of new Board members concerning their role and responsibilities and for the continued development of existing members of our Board. The Company employs a program for new directors to provide adequate orientation regarding the role of the Board, its committees and directors and the nature and operation of our business. This program includes a series of interviews and orientation sessions with senior management and tours of the Company's areas of operations hosted by the respective executive and senior operating staff. As part of the orientation, new directors will receive an information package containing our strategic planning materials, and recently issued disclosure materials. In addition, new members to the Board are encouraged to conduct their own due diligence through independent meetings with the Chair of our Board, our CEO, or any other director they may choose. Directors are also provided with opportunities throughout the year to meet with management for informal question and answer discussions.

Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics, of which serves as our guiding principles and values outlining the basis on which we operate as a high performance, principled corporation. These principles and values establish our commitment to conducting business ethically and legally. The CEO, in accordance with his position, fosters a corporate culture that promotes ethical practices and encourages individual integrity and social responsibility.

The Code of Business Conduct and Ethics applies to all directors, officers, employees, contractors and consultants. The Code of Business Conduct and Ethics makes specific reference to compliance with the law; employee relations; health, safety and the environment; accounting and financial reporting; conflicts of interest; gifts, benefits, and entertainment; political contributions and government relations; confidential information; community relations; company property and opportunity; and overall responsibility. All of our directors, officers, employees, contractors and consultants are asked to review the Code of Business Conduct and Ethics and confirm on an annual basis that they understand their individual responsibilities and agree to its requirements. Any waiver of the Code of Business Conduct and Ethics for officers or directors may only be made by our Board and will be promptly disclosed to shareholders as required by law. The Code of Business Conduct and Ethics is available on our website.

A Whistleblower Policy has also been adopted to supplement the Code of Business Conduct and Ethics, of which provides an additional avenue for stakeholders to communicate concerns about how we conduct our business. Any such concerns will be promptly reported to the Audit Committee.

A Corporate Disclosure and Trading Policy has also been adopted that governs the conduct of all staff, contractors, consultants and directors and provides for restricted trading and insider guidelines for directors and senior officers.

Nomination of Directors

The Governance and Nominating & Compensation Committee's primary duties and responsibilities include identifying individuals qualified to become Board members, recommend to the Board proposed nominees for election to the Board at the next annual meeting of shareholders and develop and recommend to the Board corporate governance principles applicable to the Company.

The succession planning process involves the use of a skills matrix, which helps the Committee and the Board identify any gaps in the skills, expertise and industry experience identified as being most important to the Company. The Committee has identified the following key skills and experience when assessing the qualifications of the Board:

• Risk Compliance
• Financial and Audit
• Strategy
• Policy Development
• Corporate Finance
• Diagnostics Commercialization
• Investor Relations/Communications
• Legal
• Corporate Governance
• Human Resources
• Technology

Compensation

The Governance and Nominating & Compensation Committee assists the Board in carrying out its responsibilities with respect to compensation of employees and directors, and human resources matters. The Committee's primary duties and responsibilities are to assist the Board in carrying out its responsibilities by reviewing compensation and human resources matters in support of the achievement of our business strategy and making recommendations to the Board, as appropriate. In particular, the Committee is responsible for reviewing and approving corporate goals and objectives relevant to the CEO's compensation, evaluating the CEO's performance against those goals and objectives and making recommendations to the Board with respect to the CEO's compensation.

Board Committees

The Board has no committees other than the Audit Committee and the Governance and Nominating & Compensation Committee.

Assessments

The Governance and Nominating & Compensation Committee conducts a performance evaluation of the effectiveness and contribution of the Board, Board committees and individual directors. As part of its evaluation, the Committee evaluates the need for changes to Board and committee composition based on an analysis of the skills, expertise and industry experience necessary for the Company. The Committee and the Board recognize the benefit that new perspectives, ideas and business strategies can offer and support periodic Board renewal. The Committee and the Board also recognize that a director's experience and knowledge of the Company's business is a valuable resource. Accordingly, the Board believes that the Company and its Shareholders are best served with the regular assessment of the effectiveness and contribution of the Board, Board committees and individual directors together with periodic Board renewal.

Director Term Limits and Other Mechanisms of Board Renewal

The Company has not adopted formal term limits or a formal retirement policy for its directors. Board composition is assessed by the Governance and Nominating & Compensation Committee as required to ensure that the Board has the right mix of skills and experience that will enable the Board to provide strong stewardship for the Company.

Policies Regarding the Representation of Designated Groups on the Board

The Board has not adopted a written policy relating to the identification and nomination of directors who are women, Indigenous peoples, persons with disabilities or members of visible minorities (referred to herein as "Designated Groups"). The Company recognizes the benefits of diversity within its Board, at the executive level and all levels of the organization. The nomination of directors who are members of Designated Groups are taken into consideration. The Board annually reviews its policies to ensure diversity of their Board.

Consideration of the Representation of Designated Groups in the Director Identification and Selection Process

The level of representation of members of Designated Groups on the Board is one of many factors taken into consideration in identifying and nominating candidates for election or re-election to the Board.

Consideration Given to the Representation of Designated Groups in Executive Officer Appointments

The Company's position with respect to the representation of Designated Groups in executive officer positions is the same as its position with respect to the representation of such groups on the Board. The level of representation of members of Designation Groups is one of many factors taken into consideration in making executive officer appointments.

Issuer's Targets Regarding the Representation of Designated Groups on the Board and in Executive Officer Positions

The Board has not adopted targets regarding Designated Groups on the Company's Board. The Board of Directors believes that it is a combination of the skills, experience and character of an individual that are the most important qualities in assessing the value that such individual can bring to the Board of Directors.

Diversity targets at the executive level have not been adopted as the Company is of the view that diversity is one factor of many to be considered in advancement and hiring decisions, but emphasis should be placed on hiring or advancing the most qualified individuals.

Number of Designated Groups on the Board and in Executive Officer Positions

The Board currently has one female director, representing 20% of the current Board. The Company has two executive officers who are members of visible minorities, representing 100% of the executive officers of the Company.

AUDIT COMMITTEE

Audit Committee Disclosure

Pursuant to Section 224(1) of the British Columbia Business Corporations Act and National Instrument 52-110 - Audit Committees ("NI 52-110") of the CSA, the Company is required to have an audit committee comprised of a minimum of three directors, a majority of whom are not officers, employees or control persons of the Company or an affiliate of the Company. NI 52-110 requires the Company as a venture issuer, to disclose annually in its information circular certain information concerning the composition of its audit committee and its relationship with its independent auditor, as set forth below.

The primary function of the audit committee (the "Committee") is to assist the Board in fulfilling its financial oversight responsibilities by (a) reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders; (b) reviewing the systems for internal corporate controls which have been established by the Board and management; and (c) overseeing the Company's financial reporting processes generally. In meeting these responsibilities the Committee monitors the financial reporting process and internal control system, reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the Board. The Committee is also mandated to review and approve all material related party transactions.

The Audit Committee's Charter

A copy of the Audit Committee's charter is attached as Schedule "A" to this Information Circular.

Composition of the Audit Committee

The Committee is comprised of the following members: Ryan Cheung, Chair, Guido Baechler and Richard Savage. Each member of the Committee is considered to be financially literate as defined by NI 52-110 in that 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 presumably be expected to be raised by the Company's financial statements.

An audit committee member 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, be reasonably expected to interfere with the exercise of a member's independent judgement. Ryan Cheung, CFO is an executive officer of the Company and is not considered to be an independent member of the Committee by virtue of his position as an executive officer of the Company.

The members of the Committee are elected by the Board at its first meeting following the annual Shareholders' meeting. Unless a chair is elected by the full Board, the members of the Committee designate a chair by a majority vote of the full Committee membership.

Relevant Education and Experience

Ryan Cheung, CPA, CA – Mr. Cheung has been providing accounting, management, securities regulatory compliance services to private and public-listed companies for the past fifteen years. He began his career in CA-public practice in 2003 articling with a boutique and mid-sized firm eventually specializing in Canadian listed entity compliance and related securities services. In 2008, Mr. Cheung founded Midland Chartered Accountants Ltd. focused on providing tax and integrated accounting and advisory solutions to private companies and high net worth individuals with a heavy emphasis on maintaining strong professional relationships. Mr. Cheung's financial expertise includes financial and accounting management, administrative services, advice relating to capital markets, managing company finances, including financial planning, management of financial risks, record-keeping, and financial reporting, as well as strategic and tactical matters relating to budget management, pro-forma financial statement compilation, cost–benefit analysis, and forecasting needs. Mr. Cheung currently sits as a director and/or senior officer of several Canadian listed entities.

Guido Baechler - Founder of Berkeley Life Science Advisors, a diagnostic and pharma start-up consulting business that designs and leads strategic Mergers & Acquisitions, financing and Research & Development. Previously, Mr. Baechler held the position of Chief Executive Officer and President of Singulex, Inc. from 2013 –2019 and Senior Vice President of Operations (COO) at Singulex from 2008 – 2013. Mr. Baechler came to Singulex from Roche Molecular Diagnostics, where he served as Head of Operational Project Management and Vice President of Global Program Management, serving as a member of its executive team. He also held various leadership positions at Roche within Research, Development, and Marketing in Switzerland and California during his almost twenty years with the company. Mr. Baechler holds a Bachelor's Degree in Electrical Engineering and completed a series of executive finance and management classes at the London School of Business and at the Hass Business School in Berkeley.

Richard Savage – Mr. Savage began his career as an Investment Advisor at Yorkton Securities (which became Richardson GMP) in 1988 and remained there 28 years. Richard was consistently one of the top producing advisors for many years. He was part of Yorkton, one of the top mining and technology firms in Canada, and a member of Yorkton's Board of Directors 2000-2001. Throughout his career he served and managed a diverse client base of over 2,000 accounts and was responsible for raising funds for Initial Public Offerings, Private Placements, Capital Pool Companies. Richard believes in giving back to the community and served on Macquarie Group Foundation's Board of Directors from 2009 to 2012. He is a current Director (16 years) of Artists For Kids, which provides art education for the children of British Columbia. In addition, he is a current Director (5 years) of The Gordon and Marion Smith Foundation, which supports and encourages community engagement in the arts. Mr. Savage also serves on several publicly traded companies, including Triangle Industries Ltd. and Crystal Lake Mining Corp., both TSX.V issuers.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections 2.4 (De Minimis Non-Audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), or under Part 8 (Exemption) of NI 52-110.

Pre-Approval Policies and Procedures

The Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable the Committee, on a case-by-case basis.

External Auditor Service Fees

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years are as follows:

Period Ending	Audit FeesAudit Related FeesTax Fees		All Other Fees
June 30, 2019	$24,976	Nil	$3,500	Nil
June 30, 2018	$51,500	Nil	Nil	$4,000

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52- 110.

OTHER BUSINESS

As of the date of this Information Circular, management of the Company knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Common Shares represented by the Proxy.

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 comparative financial statements and management's discussion and analysis ("MD&A") for its most recently completed financial year and will be available online at www.sedar.com. Shareholders may request additional copies by (i) mail to Telo Genomics Corp., 101 College Street, Suite 200, Toronto, Ontario, M5G 1L7, Canada; or (ii) telephone to 204 582-0922.

BY ORDER OF THE BOARD OF DIRECTORS

"Sherif Louis"

Sherif Louis Chief Executive Officer

______________________________

Schedule "A"

Charter of the Audit Committee of the Board of Directors of Telo Genomics Corp. (the "Corporation")

PURPOSE

The Audit Committee (the "Committee") is responsible for performing the duties delegated to it by the Board of Directors (the "Board") of 3D Signatures Inc. (the "Company") to enable the Board to fulfill its oversight duties, in relation to:

• 1. the Company's financial disclosure;
• 1. the qualifications and independence of the Company's external auditor;
• 1. the performance and independence of the external auditor;
• 1. the compensation of the external auditors;
• 1. the credibility and objectivity of financial reports; and
• 1. receiving reports directly from the external auditor.

MEMBERS

The Committee shall consist of at least three members of the Board, the majority of whom shall not be officers, employees, or control persons of the Company (or any of the Company's "Associates" or "Affiliates" (as those terms are defined in TSX Venture Corporate Finance Policy 1.1 - Interpretation)), and all of whom shall be independent and financially literate within the meaning of the Canadian Securities Administrators National Instrument 52 - 110 - Audit Committees ("NI 52 - 110"), or are otherwise in compliance with NI 52 - 110.

The members of the Committee shall be appointed by the Board and shall serve until their successors are appointed. The Board shall have the power at any time to remove members of the Committee and to fill vacancies in the Committee, subject to the Committee continuing to satisfy the composition requirements mentioned above. The Board shall designate one member of the Committee as its Chairman or delegate authority to designate a Chairman to the Committee.

OUTSIDE ADVISORS AND CONSULTANTS

The Committee is authorized, when deemed necessary or desirable, to retain and oversee independent counsel, outside experts and other advisors to advise the Committee or its members independently on any matter and to compensate such advisors at the Company's expense. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any independent advisor retained by the Committee. Prior to engaging any independent advisor, the Committee shall consider all factors relevant to the independence of the advisor from management, including any factors set forth in applicable stock exchange, securities commission rules, other applicable legislations, the Company Conflict of Interest Policy and if a conflict of interest exists, determine how to address such conflict of interest.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee specific to audit and finance matters, on behalf of the Board, shall include the following:

Financial Disclosure

The Committee shall, all in accordance with NI 52 - 110:

• 1. unless otherwise determined by the Board, approve the Company's interim management's discussions and analyses (pursuant to delegation of authority by the Board);
• 1. review and recommend to the Board for approval, the Company's:
  • a) interim and annual financial statements;
  • b) annual management's discussions and analyses;
  • c) interim and annual earnings press releases; and
  • d) other documents containing audited or unaudited financial information, at its discretion;
    • (1) and report thereon to the Board before such documents are approved by the Board and disclosed to the public;

(2) be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the disclosure provided by the financial statements, management's discussions and analyses and earnings press releases, and shall periodically assess the adequacy of those procedures, including those included in the Corporate Disclosure and Trading Policy.

External Audit

The Committee shall, all in accordance with NI 52 - 110:

• 1. recommend to the Board the external auditor to be appointed for purposes of preparing or issuing an auditor's report or performing any other audit, review or attest services for the Company;
• 1. review the terms of the external auditor's engagement, the appropriateness and reasonableness of proposed audit fees, and any issues relating to the payment of audit fees, and make a recommendation to the Board with respect to the compensation of the external auditor;
• 1. review the independence of the external auditor, including an annual report prepared by the external auditor regarding its independence;
• 1. meet with the external auditor and with management to review the audit plan, audit findings, and any restrictions on the scope of the external auditor's work;
• 1. review with the external auditor and management any changes in Generally Accepted Accounting Principles that may be material to the Company's financial reporting;
• 1. have the authority to communicate directly with the external auditor;
• 1. require the external auditor to report directly to the Committee;
• 1. directly oversee the work of the external auditor that is related to the preparation or issue of an auditor's report or other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
• 1. meet with the external auditor to discuss the annual financial statements (including the report of the external auditor thereon) and the interim financial statements (including the review engagement report of the external auditor thereon);
• 1. review any management letter containing the recommendations of the external auditor, and the response and follow-up by management in relation to any such recommendations;
• 1. review any evaluation of the Company's internal control over financial reporting conducted by the external auditor, together with management's response;
• 1. pre-approve (or delegate such pre-approval to one or more of its independent members) in accordance with a pre-approval policy, all engagements for non-audit services to be provided to the Company or its subsidiary entities by the external auditor, together with all non-audit services fees, and consider the impact of such engagements and fees on the independence of the external auditor;
• 1. review and approve the Company's hiring policy regarding partners, employees and former partners and employees of the present and former external auditor;
• 1. in the event of a change of auditor, review and approve the Company's disclosure relating thereto.

Risk Oversight

In performing its duties and exercising its powers, the Committee shall consider and address:

1. the risks related to the establishment, maintenance and implementation of disclosure controls and procedures and internal control over financial reporting in relation to disclosure by the Company in accordance with applicable law; and

2. an Enterprise Risk Management system of which identifies any other risks that would reasonably be expected to have a material effect on the Company's ongoing business, affairs and/or reputation.

Financial Complaints Handling Procedures

The Committee shall establish procedures for:

• 1. the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
• 1. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Subsidiaries

• 1. With respect to any Material Operating Subsidiary in the corporate ownership chain between the Company and any Direct Subsidiary, the Committee shall review the financial statements of that Material Operating Subsidiary.
• 1. With respect to any Direct Subsidiary:
  • a) the Committee shall rely on the review and approval of the financial statements of the Direct Subsidiary by the audit committee and the board of directors of the Direct Subsidiary, and on reports or opinions of the external auditor on those financial statements;
  • b) the Committee shall receive a copy of the charter of the Direct Subsidiary's audit committee, together with a memorandum summarizing its meeting processes and structure ("Process Memorandum"); and
  • c) at each meeting of the Committee, the secretary of the Committee shall table a report from the secretary of the Direct Subsidiary's audit committee confirming that the processes mandated by its charter and Process Memorandum have been followed.
  • d) For these purposes:
    • i) "Material Operating Subsidiary" means an operating subsidiary whose net income represents 10% or more of the net income of the Company; and
    • ii) "Direct Subsidiary" means the first Material Operating Subsidiary entity below the Company in a corporate ownership chain that has an audit committee which is comprised of a majority of independent directors.

PROCEDURAL MATTERS

In connection with the discharge of its duties and responsibilities, the Committee shall observe the following procedures:

• (1) Meetings The Committee shall meet at least four times every year, and more often if necessary, to discharge its duties and responsibilities hereunder.
• (2) Quorum A quorum at any meeting of the Committee shall be two Committee members.
• (3) Secretary The Chairman, or any person appointed by the Chairman, shall act as secretary of meetings of the Committee.
• (4) Calling of Meetings A meeting of the Committee may be called by the Chairman of the Committee, by the Chairman of the Board, by the external auditor of the Company, or by any member of the Committee. When a meeting of the Committee is called by anyone other than the Chairman of the Board, the Chairman of the Committee shall so inform the Chairman of the Board forthwith.

Auditor's attendance at meetings

The external auditor shall be entitled to receive notice of every meeting of the Committee and, at the expense of the Company, to attend and be heard at any meeting of the Committee. If so requested by a member of the Committee, the external auditor shall attend every meeting of the Committee held during the term of office of the external auditor, in addition to the Annual General Meeting of Shareholders.

Access to information

The Committee shall have access to any information, documents and records that are necessary in the performance of its duties and the discharge of its responsibilities under this Charter.

Review of Charter

The Committee shall not less than annually review this Charter and recommend any changes to the Board as it may deem appropriate.

Reporting

The Chairman of the Committee shall report to the Board, at meetings of the Board, and/or as otherwise required pursuant to NI 52 - 110, and shall promptly inform the Chairman of the Board of any significant issues raised during the performance of the functions as set out herein, by the external auditor or any Committee member, and shall provide the Chairman of the Board copies of any written reports or letters provided by the external auditor to the Committee.

In Camera Sessions

The Committee shall periodically meet in camera alone, and meet separately with each of the external auditor and management, all as the Committee deems appropriate

Schedule "B"

Change of Auditor Reporting Package

TELO GENOMICS CORP.

(the "Company")

NOTICE OF CHANGE OF AUDITOR

Pursuant to Section 4.11 of National Instrument 51-102, the Company hereby gives notice of the following:

• (a) At the Company's request, MNP LLP resigned as the Company's auditor effective September 13, 2019. The board of directors of the Company have determined to appoint Morgan & Company LLP, Chartered Professional Accountants as the Company's auditor in place of MNP LLP (the former auditor) and to propose Morgan & Company LLP for appointment as the auditor of the Company at its next annual general meeting.
• (b) The former auditor's resignation was mutually agreed upon by the Company and the former auditor.
• (c) The resignation of the former auditor and the appointment of the successor auditor have been approved by the Company's board of directors.
• (d) There were no reservations or modified opinions in the former auditor's reports on any of the Company's financial statements relating to the Company's two most recently completed fiscal years or any period subsequent to the most recently completed period for which an audit report was issued.
• (e) There were no reportable events between the Company and the former auditor.

Dated: September 17, 2019

TELO GENOMICS CORP.

By: "Sherif Louis" Sherif Louis Chief Executive Officer

September 23, 2019

British Columbia Securities Commission 701 West Georgia Street P.O. Box 10142, Pacific Centre Vancouver, BC V7Y 1L2

• and -

Alberta Securities Commission Suite 600, 250–5th St. SW Calgary, Alberta, T2P 0R4

Dear Sirs and Mesdames:

Re: Telo Genomics Corp. (the "Company")

Please be advised that, in connection with National Instrument 51-102 – Continuous Disclosure Obligations, we hereby notify you that we have reviewed the Company's Notice of Change of Auditor dated September 17, 2019 and, based on our knowledge at this time, are in agreement with the statements contained in the Notice.

We understand that the Notice of Change of Auditor, this letter, and a letter from the successor auditor will be disclosed in the Information Circular to be mailed to all shareholders of the Company for the Company's next Annual General Meeting at which action is to be taken concerning the appointment of auditors.

Yours truly,

MNP LLP

Chartered Professional Accountants

September 18, 2019

British Columbia Securities Commission PO Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2

Alberta Securities Commission 600, 250 – 5th Street S.W. Calgary, AB T2P 0R4

Dear Sirs:

RE: TELO GENOMICS CORP. (THE "COMPANY") NOTICE PURSUANT TO NATIONAL INSTRUMENT 51-102 – CHANGE OF AUDITOR

Please be advised that, in connection with National Instrument 51-102, a copy of the Notice of change of Auditors (the "Notice") dated September 17, 2019 in respect of the above captioned change of auditors has been delivered to us. We have read the Notice and, based on our knowledge of the information at this date, we agree with its contents as it pertains to Morgan & Company LLP, Chartered Professional Accountants.

Yours very truly,

Chartered Professional Accountants

ADL/jp

cc: TSX Venture Exchange