Plant-Based Investment Corp.

PLANT-BASED INVESTMENT CORP. (formerly, Cannabis Growth Opportunity Corporation)

NOTICE OF

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

April 27, 2021

(formerly, Cannabis Growth Opportunity Corporation)

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of Plant-Based Investment Corp. (formerly, Cannabis Growth Opportunity Corporation) (the “ Corporation ”) will be held at 711 Ontario St., Cobourg, Ontario, K9A 3C6 on Thursday, May 27, 2021 at 10:00 a.m. (Eastern time) for the following purposes:

to present the audited consolidated financial statements of the Corporation for the year ended October 31, 2020, together with the report of the auditors thereon;
to re-appoint MNP LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix its remuneration;
to elect directors of the Corporation to hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated;
to consider and, if thought fit, to pass, with or without modification, a special resolution (the “ By-Law Amendments Resolution ”) authorizing certain amendments to the Corporation’s By-Law No. 1 (the “ By-Law Amendments ”) to update the Corporation’s investment objectives and restrictions, as more particularly described in the accompanying management information circular dated April 27, 2021 (the “ Circular ”) (the text of the By-Law Amendments Resolution is included in the accompanying Circular under the heading “ ByLaw Amendments ” and the text of the By-Law Amendments are included in Schedule “A” to the Circular);
to consider and, if thought fit, to pass, with or without modification, a special resolution (the “ Preferred Share Resolution ”) approving an amendment to the articles of the Corporation to create a new class of preferred shares (the “ Preferred Shares ”) that may be issued in one or more series, with rights and restrictions attaching thereto that allow the board of directors of the Corporation to fix the number of shares in the series and to fix the preferences, special rights and restrictions, privileges, conditions and limitations attaching to the shares of that series, as more particularly described in the accompanying Circular (the text of the Preferred Share Resolution is included in the accompanying Circular under the heading “ Creation of New Class of Preferred Shares – Resolution ” and the text of the provisions of the Preferred Shares is included in Schedule “B” to the Circular);

Registered Shareholders have the right to dissent with respect to the Preferred Share Resolution and, if the Preferred Share Resolution becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of Section 190 of the Canada Business Corporations Act (the “ CBCA ”). A Shareholder’s right to dissent is more particularly described in the Circular and the text of Section 190 of the CBCA is included in Schedule “C” to the Circular. Please refer to the Circular under the heading “ Creation of New Class of Preferred Shares – Rights of Dissenting Shareholders ” for a description of the right to dissent in respect of the Preferred Share Resolution;

Failure to strictly comply with the requirements set forth in Section 190 of the CBCA with respect to the Preferred Share Resolution may result in the loss of any right to dissent. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered holders of Common Shares are entitled to dissent. Accordingly, a beneficial owner of Common Shares desiring to exercise the right to dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in such holder’s name prior to the time the written objection to the Preferred Share Resolution is required to be received by the Corporation or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on behalf of the holder; and

to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

This notice of meeting (the “ Notice of Meeting ”) is accompanied by the Circular and a form of proxy (the “ Form of Proxy ”), which should be read in conjunction with this Notice of Meeting.

The Corporation may supplement, update or amend the Circular after the date hereof and prior to the Meeting by filing a press release or a material change report with a securities commission or similar authority in Canada that specifically states that it is intended to supplement, update or amend the Circular.

Shareholders may attend the Meeting in person or may be represented by proxy. Shareholders unable to attend the Meeting or any adjournment(s) thereof in person are requested to date, sign and return the enclosed Form of Proxy to the attention of the Proxy Department of Odyssey Trust Company at 702-67 Yonge Street, Toronto, Ontario, Canada, M5E 1J8. To be effective, a proxy must be received not later than 10:00 a.m. (Eastern time) on May 25, 2021, or in the event that the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) immediately preceding any adjournment(s) or postponement(s) thereof. Instead of mailing your proxy, Shareholders may choose to vote using the Internet in accordance with the instructions set out in the Form of Proxy.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of COVID-19, and to mitigate the risks to the health and safety of our communities, shareholders, employees and other stakeholders, although we plan to hold an in-person meeting, we strongly recommend that you DO NOT attend the Meeting in person, particularly if you are experiencing - any of the described COVID 19 symptoms or if you or someone with whom you have been in close contact has travelled to/from outside Ontario within the 14 days prior to the Meeting . Unlike other years, we intend to quickly deal with the business at hand and there will be no refreshments or additional presentations at the Meeting. COVID-19 is causing unprecedented social and economic upheaval and we want to ensure that no one is unnecessarily exposed to any risks. Your participation at the Meeting is still important to us and we therefore encourage you to complete and return your Form of Proxy or the voting instruction form (the “ VIF ”) you receive from your nominee, if you are a beneficial Shareholder, in accordance with the instructions in the accompanying Circular to ensure that your votes are counted.

We may take additional precautionary measures in relation to the Meeting in response to further developments with COVID-19. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the Meeting as promptly as practicable, which may include delaying the Meeting or holding the Meeting entirely by electronic means, telephone or other communication facilities. If you are a registered shareholder or appointed proxyholder and are planning to attend the Meeting, please notify the Corporation within a minimum of five (5) business days’ in advance of the Meeting by either: (i) the email address [email protected]; or (ii)

the phone number 1-647-660-0566, Ext. 102. Public health restrictions and recommendations in place at the time of the Meeting may require the Corporation to restrict the number of people in attendance at the Meeting and therefore physical attendance by a shareholder or appointed proxyholder may not be possible.

The board of directors of the Corporation has fixed the close of business on April 22, 2021, as the record date for the determination of the Shareholders entitled to notice of, and to vote at, the Meeting, and any adjournment or postponement thereof. Only Shareholders of record at the close of business on April 22, 2021 will be entitled to vote at the Meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion. The Chairman is under no obligation to accept or reject any particular late proxy.

If you vote by the Internet, do not mail back your proxy. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the management nominees named on the Form of Proxy.

Non-registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a VIF.

Copies of this Notice of Meeting, the Circular, the Form of Proxy, and the audited consolidated financial statements are filed under the Corporation’s profile on SEDAR at www.sedar.com.

The Circular contains details of matters to be considered at the Meeting. Please review the Circular before voting.

DATED this 27[th] day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF PLANT-BASED INVESTMENT CORP.

“Paul Crath”

Paul Crath

Director & Chief Executive Officer

iii

GLOSSARY OF TERMS ............................................................................................................................. 1 VOTING INFORMATION .......................................................................................................................... 3 Solicitation of Proxies .............................................................................................................................. 3 COVID-19 ................................................................................................................................................ 3 Registered Shareholders ........................................................................................................................... 4 Non-Registered Shareholders ................................................................................................................... 5 Voting of Proxies ...................................................................................................................................... 7 Voting of Common Shares and Principal Holders Thereof ...................................................................... 7 PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ......................................... 8 Financial Statements ................................................................................................................................. 8 Appointment of Auditors .......................................................................................................................... 8 Election of Directors ................................................................................................................................. 8 By-Law Amendments ............................................................................................................................. 12 Creation of New Class of Preferred Shares ............................................................................................ 15 Other Matters .......................................................................................................................................... 18 STATEMENT OF EXECUTIVE COMPENSATION ............................................................................... 18 Executive and Director Compensation ................................................................................................... 18 Summary Compensation Table .............................................................................................................. 20 Stock Option and Other Compensation Securities ................................................................................. 22 Long Term Incentive Plan and Stock Appreciation Rights .................................................................... 24 Stock Option Plan ................................................................................................................................... 24 Pension Plan Benefits ............................................................................................................................. 25 Termination of Employment, Change in Responsibilities and Employment Contracts ......................... 25 Compensation Committee ...................................................................................................................... 25 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .......... 26 Equity Compensation Plan Information ................................................................................................. 26 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ....................................... 26 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ..................................................... 26 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ......................................... 26 CORPORATE GOVERNANCE ................................................................................................................ 26 Board of Directors .................................................................................................................................. 27 Directorships ........................................................................................................................................... 27 Orientation and Continuing Education ................................................................................................... 27 Ethical Business Conduct ....................................................................................................................... 27

Diversity Policy ...................................................................................................................................... 28 Nomination of Directors ......................................................................................................................... 28 Compensation ......................................................................................................................................... 28 Other Board Committees ........................................................................................................................ 29 Assessments ............................................................................................................................................ 29 MANAGEMENT CONTRACTS ............................................................................................................... 29 AUDIT COMMITTEE INFORMATION .................................................................................................. 30 Audit Committee Composition ............................................................................................................... 30 Relevant Education and Experience ....................................................................................................... 31 Audit Committee Oversight .................................................................................................................... 31 ADDITIONAL INFORMATION ............................................................................................................... 32 DIRECTORS’ APPROVAL ....................................................................................................................... 33 SCHEDULE “A” BY-LAW AMENDMENTS ......................................................................................... 34 SCHEDULE “B” AUTHORIZED CAPITAL AMENDMENTS .............................................................. 36 SCHEDULE “C” SECTION 190 OF THE CBCA .................................................................................... 38 SCHEDULE “D” AUDIT COMMITTEE CHARTER.............................................................................. 43

GLOSSARY OF TERMS

“ Active Public Portfolio ” means public companies for which the Corporation receives rights to elect one or more directors or otherwise becomes actively involved in;

“ Circular ” means this management information circular, including the schedules hereto, which is being sent to Shareholders in connection with the Meeting;

“ Common Shares ” means the common shares in the capital of the Corporation;

“ Corporation ” means Plant-Based Investment Corp. (formerly, Cannabis Growth Opportunity Corporation);

“ CSE ” means the Canadian Securities Exchange;

“ Form of Proxy ” means the form of proxy accompanying this Circular;

“ Intermediary ” has the meaning attributed thereto under the heading “Non-Registered Shareholders”;

“ Investment Manager ” means StoneCastle Investment Management Inc., the Corporation’s investment manager;

“ Management Agreement ” means the management agreement between the Corporation and the Manager dated January 26, 2018;

“ Management Fee ” has the meaning attributed thereto under the heading “Management Contracts”;

“ Manager ” means CGOC Management Corp., the manager of the Corporation;

“ Meeting ” means the annual and special meeting of the Shareholders of the Corporation convened pursuant to this Circular and the attached Notice of Meeting as well as any adjournment(s) or postponement(s) thereof;

“ Meeting Materials ” means the Notice of Meeting, the Circular, the Form of Proxy and the VIF, as applicable;

“ NI 54-101 ” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ;

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees ;

“ NOBO ” has the meaning attributed thereto under the heading “Non-Registered Shareholders”;

“ Non-registered Shareholder ” has the meaning attributed thereto under the heading “Non-Registered Shareholders”;

“ Notice of Meeting ” means the notice of meeting accompanying this Circular;

“ OBO ” has the meaning attributed thereto under the heading “Non-Registered Shareholders”;

“ Passive Public Portfolio ” means public companies for which the Corporation does not receive rights to elect one or more directors or otherwise becomes actively involved in;

“ Performance Fee ” has the meaning attributed thereto under the heading “Management Contracts”;

“ Performance Fee Payment Date ” has the meaning attributed thereto under the heading “Management Contracts”;

“ Performance Fee Period ” has the meaning attributed thereto under the heading “Management Contracts”;

“ Portfolio ” means the Corporation’s actively managed portfolio of securities comprised of the: (i) Public Portfolio; and (ii) the Private Portfolio;

“Public Portfolio ” means the Passive Public Portfolio and the Active Public Portfolio;

“ Record Date ” has the meaning attributed thereto under the heading “Voting of Common Shares and Principal Holders Thereof – Record Date”;

“ Registered Shareholder ” has the meaning attributed thereto under the heading “Registered Shareholders”;

“ Shareholder ” means a holder of Common Shares;

“ Transfer Agent ” means Odyssey Trust Company, the transfer agent and registrar of the Corporation;

“ Threshold Amount ” means the greater of (i) $2.60, and (ii) the weighted average market price of the Common Shares during the 15 trading days preceding the Performance Fee Payment Date in the last quarter for which a Performance Fee was paid; and

“ VIF ” means a voting information form.

PLANT-BASED INVESTMENT CORP.

(formerly, Cannabis Growth Opportunity Corporation)

MANAGEMENT INFORMATION CIRCULAR

RELATING TO THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

VOTING INFORMATION

Solicitation of Proxies

This management information circular (the “ Circular ”), is furnished in connection with the solicitation of proxies by management of the Corporation to be voted at the annual and special meeting (the “ Meeting ”) of Shareholders to be held at 711 Ontario St., Cobourg, Ontario, K9A 3C6 on Thursday, May 27, 2021, at 10:00 a.m. (Eastern time), and at any adjournment(s) or postponement(s) thereof.

In this Circular, all information provided is current as of April 27, 2021, unless otherwise indicated. All references to “$” are to Canadian currency.

All capitalized terms used in this Circular (unless stated otherwise) and not otherwise defined herein have the meanings set forth under the heading “Glossary of Terms”.

The Corporation may supplement, update or amend this Circular after the date hereof and prior to the Meeting by filing a press release or a material change report with a securities commission or similar authority in Canada that specifically states that it is intended to supplement, update or amend this Circular.

This Circular is furnished in connection with the solicitation, by or on behalf of the management of the Corporation, of proxies to be used at the Meeting. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers and employees of the Corporation without special compensation, or by the Transfer Agent, Odyssey Trust Company, at nominal cost. The Corporation may engage a proxy solicitation agent in connection with the solicitation of proxies. The cost of any such solicitation will be borne by the Corporation. The Corporation has arranged for intermediaries to forward the Meeting Materials to NonRegistered Shareholders whose Common Shares are held by those intermediaries.

COVID-19

We may take additional precautionary measures in relation to the Meeting in response to further developments with COVID-19. In the event it is not possible or advisable to hold the Meeting in person,

we will announce alternative arrangements for the Meeting as promptly as practicable, which may include delaying the Meeting or holding the Meeting entirely by electronic means, telephone or other communication facilities. If you are a Registered Shareholder or appointed proxyholder and are planning to attend the Meeting, please notify the Corporation within a minimum of five (5) business days’ in advance of the Meeting at either the email address or phone number provided below:

Email: [email protected]

Telephone: 1-647-660-0566, Ext. 102

Public health restrictions and recommendations in place at the time of the Meeting may require the Corporation to restrict the number of people in attendance at the Meeting and therefore physical attendance by a shareholder or appointed proxyholder may not be possible.

Registered Shareholders

A Shareholder is a registered shareholder (a “ Registered Shareholder ”) if shown on the list of holders of Common Shares kept by Odyssey Trust Company, as registrar and transfer agent of the Corporation, at the close of business on the Record Date, April 22, 2021. Registered Shareholders will receive from the Transfer Agent this Circular and the Form of Proxy representing the Common Shares held by the Registered Shareholder.

All reference to Shareholders in this Circular and the accompanying Instrument of Proxy and Notice of Meeting are to Registered Shareholders of record on the Record Date, unless specifically stated otherwise.

Appointment of Proxy

The Form of Proxy is enclosed and, whether or not you expect to attend the Meeting, please exercise your right to vote. Shareholders who have voted by proxy may still attend the Meeting. Please complete and return the Form of Proxy in the envelope provided. The Form of Proxy must be dated and executed by the Registered Shareholder or the attorney of such Shareholder, duly authorized in writing. Proxies to be used at the Meeting must be deposited with the Transfer Agent in the envelope provided or otherwise to Odyssey Trust Company, to the attention of the Proxy Department of Odyssey Trust Company at 702-67 Yonge Street, Toronto, Ontario, Canada, M5E 1J8, not later than 10:00 a.m. (Eastern time) on May 25, 2021 or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment(s) or postponement(s) thereof. Alternatively, Registered Shareholders may choose to vote using the Internet in accordance with the instructions set out in the Form of Proxy. Voting by mail or by Internet are the only methods by which a Registered Shareholder may appoint a person as proxyholder other than the management nominees named on the Form of Proxy.

The persons named in the enclosed Form of Proxy are directors or officers of the Corporation. A Shareholder may appoint as proxyholder a person or company (who need not be a Shareholder), other than those persons named in the Form of Proxy, to attend and act on such Shareholder’s behalf at the Meeting or at any adjournment(s) or postponement(s) thereof. Such right may be exercised by either inserting such other desired proxyholder’s name in the blank space provided on the Form of Proxy or by completing another proper form of proxy.

Revocation of Proxy

A Registered Shareholder who has given a proxy pursuant to this solicitation may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by the Shareholder or by the attorney of such Shareholder authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the registered office of the Corporation, on or before the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof at which the Form of Proxy is to be used or with the Chairman of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof, or in any other manner permitted by law.

Non-Registered Shareholders

Only Registered Shareholders or their duly appointed proxy holders are permitted to vote at the Meeting. Most Shareholders are “non-registered” Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares or a clearing agency or other intermediary. More particularly, a person is not a registered Shareholder in respect of Common Shares which are held on behalf of that person (the “ Non-Registered Holder ”) but which are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as the Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54102, the Company has distributed copies of the Notice of Meeting, this Circular and the Form of Proxy (collectively, the “ Meeting Materials ”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(i) be given a Form of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered-Holder but which is otherwise not completed. Because the Intermediary has already signed the Form of Proxy, this Form of Proxy is not required to be signed by the Non-Registered Holder when submitting the Form of Proxy. In this case, the Non-Registered Holder who wishes to submit an instrument of proxy should otherwise properly complete the Form of Proxy and deposit it with the Corporation as provided above; or
(ii) more typically, be given a Voting Instructions Form (a “ VIF ”) which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. Typically, the VIF will consist of a onepage, pre-printed form. Sometimes, instead of the one-page, pre-printed form, the VIF will consist of a regular printed Form of Proxy accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the Form of Proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the Form of Proxy, properly

complete and sign the Form of Proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management’s representatives named in the Form of Proxy and insert the Non-Registered Holder’s name in the blank space provided.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails the VIFs or Forms of Proxy to the Non-Registered Shareholders and asks the Non-Registered Shareholders to return the VIFs or Forms of Proxy to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Non-Registered Shareholder receiving a VIF from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other Intermediary, please contact the broker or other Intermediary for assistance.

There are two kinds of Non-Registered Shareholders – those who object to their names being made known to the issuers of securities which they own being called Objecting Beneficial Owners (“ OBOs ”) and those who do not object to the issuers of the securities knowing who they are being called NonObjecting Beneficial Owners (“ NOBOs ”).

Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries via their transfer agent in order to distribute the Meeting Materials directly to such NOBOs. The Corporation is taking advantage of those provisions of NI 54-101, which permit the Corporation to send the Meeting Materials directly to NOBOs. If you are a NOBO, and the Corporation or its Transfer Agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding the Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified therein.

Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. Non-Registered Shareholders should carefully follow the instructions on the Form of Proxy or VIF that they receive from their Intermediary in order to vote the Common Shares that are held through that Intermediary.

Revocation of Voting Instructions

A Non-Registered Shareholder giving voting instructions may revoke such voting instructions by contacting his or her Intermediary in respect of such voting instructions and complying with any applicable requirements imposed by such Intermediary. An Intermediary that has submitted a Form of

Proxy based on voting instructions received from a Non-Registered Shareholder may not be able to revoke a Form of Proxy if it receives insufficient notice of revocation.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the persons designated by management of the Corporation in the enclosed Form of Proxy will be voted or withheld from voting in accordance with the instructions given on the Form of Proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such instructions, such Common Shares will be voted FOR the approval of all resolutions in this Circular.

The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. As of the date of this Circular, management of the Corporation is not aware of any such amendments or other matter to come before the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the Common Shares represented by properly executed proxies given in favour of the persons designated by management of the Corporation in the enclosed Form of Proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Voting of Common Shares and Principal Holders Thereof

Record Date

The record date for the purpose of determining the Shareholders entitled to receive notice of and vote at the Meeting has been fixed as April 22, 2021 (the “ Record Date ”). All Shareholders of record at the close of business on the Record Date are entitled to vote the Common Shares registered in such Shareholder’s name at that date on each matter to be acted upon at the Meeting.

Common Shares

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As at the date hereof, there were 27,502,894 Common Shares issued and outstanding. Each Common Share carries the right to one vote per Common Share at the Meeting.

No other voting securities are issued and outstanding as of the Record Date.

Quorum

The Corporation’s by-laws, as amended, provide that the quorum for the transaction of business at any meeting of the Shareholders shall consist of at least two Shareholders in person or represented by proxy.

Principal Shareholders

To the knowledge of the directors and officers of the Corporation, as at the date hereof, no person, firm or company beneficially owns, controls or directs, directly or indirectly, voting securities of the Corporation carrying 10% or more of the voting rights attached to all issued and outstanding Common Shares, except as follows:

Name of Shareholder	Number of Common Shares Owned(1)	Percentage of Issued Common Shares(1)
Bhang Inc.(2)	3,149,606	11.45%

Notes:

(1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been obtained by the Corporation from publicly disclosed information and/or furnished by the Shareholder(s) listed above. Percentage of issued Common Shares is based on 27,502,894 Common Shares issued as of April 27, 2021.
(2) The Common Shares held by Bhang Inc. are subject to a voting and resale agreement dated February 10, 2020 pursuant to which Bhang Inc. is required vote such Common Shares as recommended by management of the Corporation. A copy of the voting and resale agreement is available under the Corporation’s profile on SEDAR at www.sedar.com.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

The audited consolidated financial statements of the Corporation for the year ended October 31, 2020 (the “ Annual Financial Statements ”), together with the report of the auditors thereon, and the related management’s discussion and analysis were sent to Shareholders who requested a copy of such documents, and are additionally available under the Corporation’s profile on SEDAR at www.sedar.com. Pursuant to the provisions of the Canada Business Corporations Act (the “ CBCA ”) and the Corporation’s by-laws, the Corporation will submit to Shareholders at the Meeting the Annual Financial Statements and the auditors’ report thereon. No formal action will be taken at the Meeting to approve the Annual Financial Statement, which were approved by the Board on recommendation by the Audit Committee of the Board (the “ Audit Committee ”) prior to their delivery to the Shareholders.

Appointment of Auditors

MNP LLP, Chartered Professional Accountants, are currently the auditors of the Corporation and were first appointed on November 24, 2017. It is proposed that MNP LLP, Chartered Professional Accountants, be re-appointed as auditors of the Corporation to hold such office until the next annual meeting of Shareholders or until their successors are elected or appointed and that the board of directors of the Corporation (the “ Board ”) be authorized to fix the remuneration of the auditors.

Unless the Shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of the auditors, the persons named in the enclosed Form of Proxy intend to vote FOR the re-appointment of MNP LLP, Chartered Professional Accountants, to serve as the auditor of the Corporation until the next annual meeting of the Shareholders and to authorize the Board to fix the auditor’s remuneration.

Election of Directors

The Corporation currently has five directors and it is intended that five directors be elected for the ensuing year. The following five persons whose names are set out below (the “ Nominees ”) have been nominated by the Board for election as directors at the Meeting. Each elected director will hold office until the next annual meeting of Shareholders of the Corporation or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the by-laws of the Corporation.

The following table sets forth the names and jurisdictions of residence of the Nominees for election as directors of the Corporation, the offices in the Corporation, if any, held by them, their principal occupations (for the past five years) and the number of Common Shares beneficially owned or over which

control or direction is exercised. If any such individual should be unable or unwilling to serve, an event not presently anticipated, the persons named in the proxy will have the right to vote, at their discretion, for another nominee, unless a proxy withholds authority to vote for the election of directors.

Name and	Present Principal Occupation If Different From Office Held &	Date	Common Shares
Municipality of	Principal Occupation For The Past 5 Years	Elected/Appointed	Owned or Over
Residence,		Director(1)	Which Control or
Position With Company			Direction is
			Exercised(2)(3)
Paul Crath(4)(5)	Chief Executive Officer of the Corporation.	November 26, 2020	30,000
Toronto, Ontario, Canada	Mr. Crath has over 25 years of investment, transactional, structuring		(0.11%)
Director, Chief Executive Officer,	and advisory experience as a lawyer, a principal investor and as an
General Counsel & VP of Corporate	executive in corporate development, finance, legal and M&A for
Development	private and public companies.

Michael Johnston, CPA, CA	Chief Financial Officer and Corporate Secretary of the Corporation.	September 28, 2020	nil
Milton, Ontario, Canada	Mr. Johnston has over 15 years of experience in public company		(0.00%)
Director, Chief Financial Officer,	accounting, which includes serving as CFO for multiple publicly-
Corporate Secretary	listed companies across various industries including the cannabis
	sector.

Sean Conacher	Chief Strategy Officer of the Corporation.	August 15, 2019	126,000
Toronto, Ontario, Canada	Mr. Conacher is an experienced executive with a demonstrated		(0.46%)
Director, Chief Executive Officer	history of working in the cannabis, financial services and marketing
	sectors.
Graham Simmonds(4)(5)	Director, officer and/or advisor to a number of public companies.	April 30, 2020	nil
Toronto, Ontario, Canada	Mr. Simmonds has over 20 years of experience in public company		(0.00%)
Director	management and business development projects within the gaming,
	technology and other regulated sectors.
Ashish Kapoor, CPA, CA(4)(5)	Chief Financial Officer of CordovaCann Corp.	November 26, 2020	nil
Mississauga, Ontario, Canada	Mr. Kapoor is an accomplished business and finance leader with		(0.00%)
Director	over 20 years of experience in providing capital markets advisory
	and assurance services.

Notes:
(1) If elected, each Nominee’s term will continue until the next annual meeting of Shareholders at which time it will expire or until the
Nominee resigns, becomes ineligible or unable to serve or until his or her successor is elected or appointed.
(2) The number of Common Shares beneficially owned, or over which control or direction is exercised, not being within the direct
knowledge of the Corporation, has been furnished by the respective Nominee or obtained from the System for Electronic Disclosure
by Insiders (“SEDI”) and may include Common Shares owned or controlled by their spouses and/or children and/or companies
controlled by them or their spouses and/or children.
(3) Percentage of total Common Shares is based on 27,502,894 Common Shares issued as of April 27, 2021.
(4) Member of the Investment Committee.
(5) Member of the Audit Committee.

Notes:
(1)	If elected, each Nominee’s term will continue until the next annual meeting of Shareholders at which time it will expire or until the
	Nominee resigns, becomes ineligible or unable to serve or until his or her successor is elected or appointed.
(2)	The number of Common Shares beneficially owned, or over which control or direction is exercised, not being within the direct
	knowledge of the Corporation, has been furnished by the respective Nominee or obtained from the System for Electronic Disclosure
	by Insiders (“SEDI”) and may include Common Shares owned or controlled by their spouses and/or children and/or companies
	controlled by them or their spouses and/or children.

	by Insiders (“SEDI”) and may include Common Shares owned or controlled by their spouses and/or children and/or companies controlled by them or their spouses and/or children.
(3)	Percentage of total Common Shares is based on 27,502,894 Common Shares issued as of April 27, 2021.
(4)	Member of the Investment Committee.
(5)	Member of the Audit Committee.

As a group, the Nominees beneficially own, control or direct, directly or indirectly, 156,000 Common Shares, representing 0.57% of the issued and outstanding Common Shares as at the date hereof.

The following are brief biographies of the Nominees to serve as directors of the Corporation:

Paul Crath (Director, Chief Executive Officer, General Counsel & VP of Corporate Development)

Mr. Crath has over 25 years of investment, transactional, structuring and advisory experience as a lawyer, in-house counsel as well as in senior executive positions with several well-established family offices and merchant banks. Mr. Crath has experience in public and private transactions in industrials, telecom, technology, oil and gas, real estate and mining. He began his career as a corporate lawyer at White &

Case, LLP in New York City, specializing in banking and acquisition financings. Mr. Crath is a member of the New York State Bar Association and a Co-Founding Partner of Crath, Miller & Xistris, LLP. Mr. Crath is also currently a Director and the Interim Chief Executive Officer of Nebu Resources Inc., Interim CEO of Highvista Gold Inc. and a Director of McLaren Resources Inc. and Aion Therapeutic Inc. Mr. Crath is also currently the Chief Executive Officer of Ahmic Energy Group Inc., a merchant bank investing in cannabinoids, ancillary services to that sector, and technology companies.

Michael Johnston, CPA, CA (Director, Chief Financial Officer, Corporate Secretary)

Mr. Johnston is a partner of Forbes Andersen LLP, Chartered Professional Accountants, where he obtained his Chartered Accountant designation in 2007. He has over has over 15 years of accounting experience with both private and public companies. Mr. Johnston has served as chief financial officer for a number of publicly-listed companies in the cannabis, mining and automotive industries. He is currently the Chief Financial Officer of Grown Rogue International Inc., Minsud Resources Corp. and Worksport, Ltd.

Sean Conacher (Director, Chief Strategy Officer)

Mr. Conacher is an experienced executive with a demonstrated history of working in the cannabis, financial services and marketing sectors. Mr. Conacher currently serves as a director of Grown Rogue International Inc. and is the Chief Executive Officer of Global Cannabis Innovators Corp.

Graham Simmonds (Director, Chairman of the Board, Chairman of the Investment Committee)

Mr. Simmonds is an entrepreneur with a diverse background in consumer-driven businesses. He has founded and taken public three companies over the past 15 years in the gaming, cannabis and financial technology sectors. Mr. Simmonds has over 20 years of general experience in public company management and business development projects within the gaming, technology and other regulated sectors. He is also licensed and/or has previously been licensed/registered with a number of horse racing and gaming commissions in the United States and Canada. Mr. Simmonds is the founder and former Chairman and CEO of CordovaCann Corp., a Canadian-domiciled diversified cannabis investment company listed on the CSE, and DealNet Capital Corp., a consumer finance company formerly listed on the TSX-V. Mr. Simmonds currently serves as a director, officer and/or advisor to a number of public companies including Bhang Inc., Aion Therapeutic Inc., Baymount Incorporated and Gilla Inc.

Ashish Kapoor, CPA, CA (Director, Chairman of the Audit Committee)

Mr. Kapoor is an accomplished business and finance leader with over 20 years of experience in providing capital markets advisory and assurance services. After obtaining his Chartered Accountant designation at Ernst & Young, Mr. Kapoor gained over 10 years of experience in investment banking; advising clients across various industries. As a senior vice president at Macquarie Capital Markets Canada Ltd., Mr. Kapoor was responsible for the Canadian telecom, media, entertainment and technology investment banking and principal investing group. During his 10 years at Macquarie, Mr. Kapoor completed in excess of $3 billion in successful principal investments and advised on a further $4 billion of mergers and acquisitions for third party clients. More recently, Mr. Kapoor has focused on assisting early-stage companies develop and execute capital market and general business development strategies through undertaking board and chief financial officer roles. Mr. Kapoor is currently the Chief Financial Officer of CordovaCann Corp., a Canadian-domiciled diversified cannabis investment company.

At the Meeting, Shareholders will be entitled to cast their votes for, or withhold their votes from, the election of each Nominee. Unless the Shareholder directs that his or her Common Shares are to be

withheld from voting in respect of any particular Nominee or Nominees, the persons named in the enclosed Form of Proxy intend to vote FOR the election of each of the five Nominees as directors of the Corporation.

Cease Trade Orders

Other than as set out below, as at the date of this Circular, no director or executive officer of the Corporation or promoter of the Corporation is, or was within 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company that:

(i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director, executive officer or promoter was acting in the capacity as director, chief executive officer or chief financial officer of the relevant company; or
(ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director, executive officer or promoter 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.

Michael Johnston was the Chief Financial Officer of Canada House Wellness Group Inc. (“Canada House”) at the time when a management cease trade order (the “MCTO”) was issued by the Ontario Securities Commission on September 13, 2017 in respect of trading of Canada House securities. The MCTO was issued in respect of the late filing of the Canada House audited financial statements for the year ended April 30, 2017, the management’s discussion and analysis and related certifications. The MCTO was lifted effective November 22, 2017.

Penalties or Sanctions

Other than as set out below, as at the date of this Circular, no director or executive officer of the Corporation or promoter of the Corporation or any unitholder holding a sufficient number of securities to affect materially the control of the Corporation, is or had been, within 10 years prior to the date of this Circular, subject to:

(i) 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
(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

In 2013, Sean Conacher was a trader and designated person at a firm regulated by The Investment Industry Regulatory Organization of Canada (“IIROC”). It was determined that between June 2013 and October 2013, Mr. Conacher allowed a U.S.-based client to enter orders directly on an IIROC-regulated marketplace through a firm inventory account, and therefore permitted trades to be executed that Mr. Conacher knew, or ought reasonably to have known, would not comply with applicable regulatory requirements. Mr. Conacher and IIROC subsequently entered into a settlement agreement, resulting in: (i) a fine of $15,000; (ii) a suspension of access to IIROC-regulated marketplaces for three months effective from October 2013; and (iii) costs of $2,000.

Bankruptcies

No director or executive officer of the Corporation or promoter of the Corporation, or a unitholder holding a sufficient number of securities to affect materially the control of the Corporation:

(i) is, at the date of this Circular, or has been within 10 years prior to the date of this Circular, a director or executive officer of any company (including the Corporation) 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, or trustee appointed to hold its assets; or
(ii) has, within 10 years prior to the date of this Circular become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer, promoter or unitholder.

By-Law Amendments

On April 27, 2021, the Board approved certain amendments to the Corporation’s By-Law No. 1 (the “ ByLaw Amendments ”) to: (i) amend the Corporation’s investment objectives; (ii) amend the Corporation’s investment restrictions; (iii) provide the Corporation flexibility to appoint one or more portfolio managers; and (iv) certain other amendments of a housekeeping nature.

The Corporation’s investment objectives are to provide Shareholders with long-term total returns through: (i) capital appreciation, and/or (ii) periodic distributions by investing in an actively managed portfolio (the “ Portfolio ”) of securities and other contractual rights tied to investments (collectively, “ Investment Instruments ”) in: (a) public companies for which the Corporation does not receive rights to elect one or more directors or otherwise becomes actively involved in (the “ Passive Public Portfolio ”); (b) public companies for which the Corporation receives rights to elect one or more directors or otherwise becomes actively involved in (together with the Passive Public Portfolio, the “ Public Portfolio ”); or (c) private companies, all operating in, investing in or that derive a portion of their revenue, earnings or intellectual property from raw materials or commodities, products, services (including without limitation clinics and treatment centers), equipment and/or technologies related to the cannabis plant family and its various compounds, terpenes, fungi (including medicinal, functional and psychedelic), psychedelic compounds, super-foods and/or organic ingredients (collectively, the “ Plant-Based Industry ”). For greater certainty, Investment Instruments may include, without limitation, investments in equity, quasi-equity, debt, convertible debt, partnership or trust interests, rents, fees, royalties and/or revenue participation units.

The Corporation’s current investment restrictions contained in its by-laws provide that the Corporation may not:

(i) purchase securities, other than securities of issuers operating in, or that derive a significant portion of their revenue or earnings from, products or services related to the cannabis industry (“ Cannabis Issuers ”) (provided that a determination by the Corporation or the Investment Manager that an issuer is a Cannabis Issuer shall be conclusive for all purposes herein), provided that the Corporation may purchase securities of issuers operating in subsectors ancillary to the cannabis industry in an amount up to 25% of the total assets of the Corporation;

(ii) invest in securities of issuers that are in breach of the Cannabis Act and/or the regulatory framework enacted by the applicable U.S. state;
(iii) have short exposure, other than for purposes of hedging, in excess of 20% of the total assets of the Corporation as determined on a daily marked-to-market basis;
(iv) conduct any activity that would result in the Corporation failing to qualify as a “public corporation” within the meaning of the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time (“ Tax Act ”);
(v) invest in or hold (a) securities of or an interest in any non-resident entity, an interest in or a right or option to acquire such property, or an interest in a partnership which holds any such property if the Corporation (or the partnership) would be required to include any significant amounts in income pursuant to section 94.1 of the Tax Act, (b) an interest in a trust (or a partnership which holds such an interest) which would require the Corporation (or the partnership) to report income in connection with such interest pursuant to the rules in section 94.2 of the Tax Act, or (c) any interest in a non-resident trust (or a partnership which holds such an interest) other than an “exempt foreign trust” for the purposes of section 94 of the Tax Act;
(vi) invest in any security that is or would be a tax shelter investment within the meaning of the Tax Act; and
(vii) enter into any arrangement (including the acquisition of securities for the Portfolio) where the result is a “dividend rental arrangement” for the purposes of the Tax Act, or engage in securities lending that does not constitute a “securities lending arrangement” for purposes of the Tax Act.

Based on (i) the changing dynamics of the cannabis and hemp/cannabinoid industries from both a marketplace and regulatory perspective in Canada, the United States and globally; (ii) macro trends in the global consumer environment that indicate potentially attractive growth in plant-based and fungi-based health and wellness and supplement, food and beverages products that could expand to include mushrooms, hemp, CBD and other cannabinoids as ingredients, with the investment thesis requiring the flexibility in product and ingredient mix to optimize positioning in the supply chain and distribution of such products; (iii) the new product development potential to actively combine certain superfoods mushrooms, hemp, CBD and other cannabinoids as ingredients that have the potential to stimulate wellness benefits; (iv) the growth potential and emergence of multiple companies and opportunities in the psychedelics sector, including the ability to leverage opportunities brought on by the transition of many cannabis companies, cannabis investors and executives to the psychedelics sector; and (v) the emergence of specialty clinical settings to administer and distribute products and services in the Plant-Based Industry, management is of the view that certain of the investment restrictions included in the Corporation’s By-Law No. 1 unduly restrict the Corporation’s flexibility and its ability to respond to market conditions. Furthermore, since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak, and emerging variants is unknown as at the date of this Circular, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of

these developments and the impact on the Corporation’s financial results and the Portfolio in future periods.

In evaluating the Corporation’s investment objectives and restrictions, and making its determinations and recommendations, management and the Board of the Corporation consulted with its advisors and considered, among other things, the Corporation’s investment objectives and investment strategy and current state of and expectations for the Plant-Based Industry in Canada, the United States and a global basis, including the availability and attractiveness of investment opportunities in public and private companies and Investment Instruments. In addition, management and the Board of the Corporation gave careful consideration to the current and expected future position and direction of the business of the Corporation, taking into consideration the Corporation’s performance since its initial public offering and recent developments in the Plant-Based Industry.

On April 27, 2021, the Board approved the By-Law Amendments which included:

(i) an amendment to the Corporation’s investment objectives as stated in the Corporation’s By-Law No. 1 in order to: (a) broaden the scope of targeted long-term total returns for Shareholders to include periodic distributions in addition to capital appreciation, and as such, define “Investment Instruments” required to achieve such economic returns; and (b) broaden the investment scope from only securities of issuers operating in, or that derive a significant portion of their revenue or earnings from, products or services related to the cannabis industry (“Cannabis Issuers”) to Investment Instruments of issuers operating in, investing in or that derive a portion of their revenue, earnings or intellectual property from raw materials or commodities, products, services (including without limitation clinics and treatment centers), equipment and/or technologies related to the cannabis plant family and its various compounds, terpenes, fungi (including medicinal, functional and psychedelic), psychedelic compounds, super-foods and/or organic ingredients, collectively defined as the “Plant-Based Industry”;
(ii) an amendment to the Corporation’s investment restrictions that limited the Corporation from purchasing securities of Cannabis Issuers operating in subsectors ancillary to the cannabis industry in an amount up to 25% of the total assets of the Corporation to the Corporation investing more than 30% of its total assets in Investment Instruments of issuers operating in subsectors ancillary to the Plant-Based Industry;
(iii) an amendment to provide the Corporation flexibility to appoint one or more portfolio managers as the Corporation may determine based on passive investing strategies and techniques; and
(iv) certain housekeeping amendments, such as replacing certain references to securities to Investment Instruments.

Pursuant to the provisions of the CBCA, the By-Law Amendments will cease to be effective unless confirmed by a resolution passed by two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Details of the By-Law Amendments are set forth in Schedule “A” hereto.

Resolution

At the Meeting, Shareholders will be asked to consider and, if thought fit, to pass, with or without modification, a special resolution in the form set out below (the “ By-Law Amendments Resolution ”),

subject to such amendments, modifications or additions as may be approved at the Meeting, ratifying, confirming and approving the By-Law Amendments.

The Board recommends that Shareholders vote FOR the By-Law Amendments Resolution. To be effective, the By-Law Amendments Resolution must be approved by at least two-thirds of the votes cast by the Shareholders present in person, or represented by proxy, and entitled to vote at the Meeting. Unless the Shareholder directs that his or her Common Shares are to be voted against the By-Law Amendments Resolution, the persons named in the enclosed Form of Proxy intend to vote FOR the By-Law Amendments Resolution.

The text of the By-Law Amendments Resolution to be submitted to Shareholders at the Meeting is set forth below:

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the amendments to By-Law No. 1 of the Corporation, full details of which are set out in Schedule “A” to the management information circular dated April 27, 2021, as approved by the Board on April 27, 2021, are hereby ratified, confirmed and approved;
notwithstanding that this resolution has been duly passed by the Shareholders, the directors of the Corporation is hereby authorized and empowered to revoke all or any part of this resolution at any time prior to giving effect to the foregoing amendments to the by-laws of the Corporation, without further approval of the Shareholders; and
any director and/or officer of the Corporation be and such director or officer of the Corporation is hereby authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered any and all such documents and instruments and to do or to cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to fulfill the intent of the foregoing paragraph of this special resolution.”

The Board concluded that Shareholder approval of the forgoing special resolution to amend the by-laws of the Corporation’s will provide the Corporation with greater flexibility which will aid the Corporation to achieve its investment objectives.

Creation of New Class of Preferred Shares

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass a special resolution (the “ Preferred Share Resolution ”) approving an amendment to the articles of the Corporation to create a new class of preferred shares that may be issued in one or more series (the “ Preferred Shares ”). The Board will have the ability to fix the designation, rights, privileges, restrictions and conditions attaching to the shares of each series of Preferred Shares. The Preferred Shares will have priority over the Common Shares with respect to the payment of dividends and distributions in the event of liquidation, dissolution or winding-up of the Corporation. The text of the provisions of the Preferred Shares is included in the attached Schedule “B” to this Circular.

Purpose of Creation of the Preferred Shares

The Board has determined that at this time, the creation of the Preferred Shares is in the best interests of the Corporation in order to increase the Corporation’s flexibility in its capital structure and ability to take

advantage of any future financing opportunities, including any financing of acquisitions. The Corporation does not currently have any specific plans, arrangements or understandings in respect of the issuance of Preferred Shares.

The Board will have the ability to establish any dividend rights (including rates and attributes), conversion, exchange, redemption and voting rights, if any, applicable to the Preferred Shares. This flexibility will allow the Board to determine the terms of any series of Preferred Shares in accordance with the particular needs and concerns of the investors and the Corporation at such time. The Board will provide only those rights which the Board wishes to grant, instead of being required to issue Common Shares in connection with any capital raising efforts. This will also avoid the expense and delay of calling a shareholders’ meeting to approve specific terms of any series of Preferred Shares. The Preferred Shares may be used by the Corporation for any appropriate corporate purpose, including, without limitation, financing transactions or issuances in public or private sales as a means of obtaining additional capital for use in the Corporation’s business and operations or in connection with acquisitions of other businesses or properties.

The actual effect of the issuance of any Preferred Shares upon the rights of holders of Common Shares cannot be fully stated until the Board determines all specific rights of the particular series of Preferred Shares. When ultimately issued, the articles providing for the creation of a series of Preferred Shares will set out the terms and restrictions in respect of such series of Preferred Shares. This will provide the holders of Common Shares with an indication of the possible effects of an issuance of a particular series of Preferred Shares, specifically with respect to dividends, liquidation, redemption, conversion, dilution, voting rights and limitations on issuances of Preferred Shares. Such effects may include holders of Common Shares receiving less in the event of liquidation, dissolution or other winding up of the Corporation, or a reduction in the amount of funds, if any, available for dividends on Common Shares.

Creation of the Preferred Shares

If the Preferred Share Resolution is passed, the Corporation will file articles of amendment with the Director under the CBCA. The amendment to the articles will not become effective until articles of amendment have been delivered to the Director under the CBCA and a certificate of amendment has been received in accordance with the CBCA. No further action on the part of Shareholders would be required to effect the creation of the Preferred Shares. The text of the Preferred Share Resolution authorizes the directors of the Corporation to revoke the resolution without further approval of the Shareholders at any time prior to the receipt of the certificate of amendment from the Director under the CBCA. The directors do not have any present intention to revoke the Preferred Share Resolution.

Shareholders who vote against the Preferred Share Resolution will be entitled to dissent and require that the Corporation acquire the Common Shares of the Corporation that they hold for fair value if the Preferred Share Resolution passes and the articles are amended. These rights of dissent are described in greater detail below. The Corporation reserves the right not to proceed with the amendment to the articles in the event that Shareholders exercise and do not withdraw rights of dissent.

Rights of Dissenting Shareholders

Under Section 190 of the CBCA, a Registered Shareholder of the Corporation is entitled to send a written objection to the Preferred Share Resolution. In addition to any other right a Shareholder may have, when the action authorized by the Preferred Share Resolution becomes effective, a Registered Shareholder who complies with the dissent procedure under Section 190 of the CBCA is entitled to be paid the fair value of his or her Common Shares in respect of which he or she dissents, determined as at the close of business on the day before the Preferred Share Resolution is adopted. The full text of the dissent procedures

provided by Section 190 of the CBCA is attached as Schedule “C” to this Circular. The following summary of Section 190 of the CBCA is qualified in its entirety by reference to Schedule “C” to this Circular. ALL SHAREHOLDERS ARE URGED TO READ SCHEDULE “C” TO THIS CIRCULAR CAREFULLY AND IN ITS ENTIRETY.

A Shareholder is not entitled to dissent if such Shareholder votes any of the Common Shares beneficially held by him or her in favour of the Preferred Share Resolution. A Shareholder is only entitled to dissent with respect to all of the Common Shares such Shareholder holds in a single class of shares, and may not partially dissent. The execution or exercise of a proxy does not constitute a written objection for the purposes of Section 190 of the CBCA.

Persons who are beneficial owners of Shares registered in the name of a broker, custodian, nominee, other intermediary or in some other name who wish to dissent, should be aware that only the registered owner of such securities is entitled to dissent. A Non-Registered Shareholder will not be entitled to exercise his or her right to dissent directly (unless the Common Shares are re-registered in the Ron-Registered Shareholder’s name). A Non-Registered Shareholder who wishes to exercise the right of dissent should immediately contact the intermediary with whom the Non-Registered Shareholder deals with in respect of his or her Common Shares and either (i) instruct the intermediary to exercise the right to dissent on the Non-Registered Shareholder’s behalf (which, if the Common Shares are registered in the name of a clearing agency, would require that the Common Shares first be re-registered in the name of the intermediary), or (ii) instruct the intermediary to re-register the Common Shares in the name of the NonRegistered Shareholder, in which case the Non-Registered Shareholder would be required to exercise the right to dissent directly.

A Registered Shareholder who objects to the Preferred Share Resolution and who wishes to exercise his or her right of dissent (a “ Dissenting Shareholder ”) must send to Plant-Based Investment Corp., 240 Richmond Street West, Toronto, Ontario, M5V 1V6, a written notice of such holder’s objection to the resolution (a “ Notice of Objection ”) prior to the Meeting or deliver a Notice of Objection to the Chairman of the Board at the Meeting.

The filing of a Notice of Objection does not deprive a Shareholder of the right to vote at the Meeting; however the CBCA provides, in effect, that a Shareholder who has submitted a Notice of Objection and who votes in favour of the Preferred Share Resolution will be deprived of further rights under section 190 of the CBCA. A Shareholder need not vote his or her Common Shares against the Preferred Share Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Preferred Share Resolution does not constitute a Notice of Objection. However, any proxy granted by a Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Preferred Share Resolution, should be validly revoked in order to prevent the proxyholder from voting such Shares in favour of the Preferred Share Resolution and thereby causing the Shareholder to forfeit his or her right to dissent.

FAILURE TO ADHERE STRICTLY TO THE REQUIREMENTS OF SECTION 190 OF THE CBCA AND THE TIME FRAMES SPECIFIED THEREIN WILL RESULT IN THE LOSS OR UNAVAILABILITY OF RIGHTS UNDER THAT SECTION.

Resolution

The Board has unanimously approved the filing of articles of amendment to create the Preferred Shares and recommends that Shareholders vote FOR the Preferred Share Resolution. To be effective, the Preferred Share Resolution must be approved by at least two-thirds of the votes cast in person or by proxy at the Meeting.

Notwithstanding the foregoing, as indicated in the text of the Preferred Share Resolution below, the Board may, in its sole discretion, determine that the Corporation not proceed with the Preferred Share Resolution.

The complete text of the resolution which management intends to place before the Meeting for approval, confirmation and adoption, with or without modification, is as follows:

“RESOLVED AS A SPECIAL RESOLUTION THAT:

subject to the receipt of all necessary regulatory and stock exchange approvals, the Corporation is hereby authorized to file articles of amendment to create preferred shares in the capital of the Corporation, issuable in a series, on substantially the terms set out in Schedule “B” to the management information circular dated April 27, 2021 (the “ Preferred Share Resolution ”);
notwithstanding that this resolution has been passed by Shareholders, the directors of the Corporation, in their sole discretion, are hereby authorized and empowered without further notice to, or approval of, the Shareholders, to determine not to proceed with the Preferred Share Resolution at any time prior to the filing of the articles of amendment giving effect to the Preferred Share Resolution;
upon articles of amendment having become effective, the articles of the Corporation are amended accordingly; and
any one officer and director of the Corporation is hereby authorized for and on behalf of the Corporation to execute and deliver all such instruments and documents and to do all such acts and things as may be necessary to effect to this special resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

COMMON SHARES REPRESENTED BY PROXIES WILL BE VOTED IN FAVOUR OF THE SPECIAL RESOLUTION AUTHORIZING THE PREFERRED SHARE RESOLUTION IN THE ABSENCE OF DIRECTION TO THE CONTRARY FROM THE SHAREHOLDER APPOINTING THEM. AN AFFIRMATIVE VOTE OF TWO-THIRDS OF THE VOTES CAST AT THE MEETING BY SHAREHOLDERS IS SUFFICIENT FOR THE APPROVAL OF THE SPECIAL RESOLUTION.

Other Matters

Management of the Corporation knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting and this 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 Circular to vote the same in accordance with their best judgment of such matters.

STATEMENT OF EXECUTIVE COMPENSATION

Executive and Director Compensation

Public Portfolio. The aggregate cash fees paid to the Manager for the year ended October 31, 2020 were $95,285. The aggregate fees paid to the Manager for the year ended October 31, 2019 were $254,534.

Other than the Management Agreement (see details under “ Management Contracts ”) and as disclosed below, the Corporation has not entered into any employment, consulting or management agreements with any of the Corporation’s NEOs or directors.

During the year ended October 31, 2020, the Corporation paid consulting fees of $75,000 to an independent director of the Corporation and consulting fees of $16,666 to a former officer of the Corporation. During the year ended October 31, 2019, the Corporation paid consulting fees of $56,250 to a former independent director of the Corporation.

During the year ended October 31, 2020 and 2019, the Corporation’s independent directors received cash compensation of $25,000 per annum payable in cash or Common Shares at the option of the director. Effective January 1, 2021, the Board agreed to pay one of the independent directors $5,000 per month as a director’s fee, payable in cash. No other independent directors receive any compensation for their role as a director.

All directors, officers, employees, and consultants may participate in the Corporation’s Stock Option Plan.

Paul Crath (Director, Chief Executive Officer, General Counsel & VP of Corporate Development)

Mr. Crath is not currently compensated with respect to his appointment as Chief Executive Officer of the Corporation.

Pursuant to the employment agreement effective January 1, 2021 entered into with Mr. Crath, Mr. Crath serves as General Counsel & VP of Corporate Development of the Corporation and is entitled to an annual base salary of USD $240,000 and is eligible to earn a cash performance bonus at such times as approved by the Board.

Mr. Crath’s employment agreement may be terminated by the Corporation without notice or payment in lieu of notice for just cause. Mr. Crath may terminate his employment for any reason by providing at least one months’ notice in writing. If the Corporation elects to terminate the employment of Mr. Crath without cause, and provided Mr. Crath is in compliance with the relevant terms and conditions of his employment agreement, the Corporation shall be obligated to pay Mr. Crath twelve months of his monthly base salary and benefits plus any approved bonus and accrued and unpaid expenses and fees.

If (i) there has been a change of control of the Corporation, and (ii) the involuntary termination of the employment of Mr. Crath has occurred within twelve months of the date of the change of control, the Corporation shall pay Mr. Crath, in a lump sum, an amount equal to the sum equal to thirty-six months of his monthly base salary and benefits plus any approved bonus and accrued and unpaid expenses and fees.

Furthermore, Mr. Crath is indemnified by the Corporation to the fullest extent permitted by law and the employment agreement contains typical non-competition and confidentiality provisions that are typical for an executive officer.

Sean Conacher (Director, Chief Strategy Officer)

Pursuant to the employment agreement effective January 1, 2021 entered into with Mr. Conacher and cosigned by 12090422 Canada Corp., Mr. Conacher serves as the Chief Strategy Officer of the Corporation

and is entitled to an annual base salary of $240,000 per annum for the first year, automatically increasing to $360,000 per annum on the first anniversary of his employment. Furthermore, Mr. Conacher is eligible to earn a cash performance bonus at such times as approved by the Board.

Mr. Conacher’s employment agreement may be terminated by the Corporation without notice or payment in lieu of notice for just cause. Mr. Conacher may terminate his employment for any reason by providing at least one months’ notice in writing. If the Corporation elects to terminate the employment of Mr. Conacher without cause, and provided Mr. Conacher is in compliance with the relevant terms and conditions of his employment agreement, the Corporation shall be obligated to pay Mr. Conacher twentyfour months of his monthly base salary and benefits plus an amount equal to the bonus for the previously completed fiscal year and a pro-rated bonus for the year in which the termination occurs, as applicable, and any accrued and unpaid expenses and fees.

If (i) there has been a change of control of the Corporation, and (ii) the involuntary termination of the employment of Mr. Conacher has occurred within twelve months of the date of the change of control, the Corporation shall pay Mr. Conacher, in a lump sum, an amount equal to thirty-six months of his monthly base salary and benefits plus an amount equal to the bonus for the previously completed fiscal year and a pro-rated bonus for the year in which the termination occurs, as applicable, and any accrued and unpaid expenses and fees.

Furthermore, Mr. Conacher is indemnified by the Corporation to the fullest extent permitted by law and the employment agreement contains typical non-competition and confidentiality provisions that are typical for an executive officer.

Summary Compensation Table

For the purposes of this Circular, “ Named Executive Officer ” or “ NEO ” of the Corporation means the following individuals: (i) a chief executive officer (“ CEO ”); (ii); a chief financial officer (“ CFO ”); (iii) each of the Corporation’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be a NEO under (iii) except that the individual was neither an executive officer of the Corporation nor acting in a similar capacity at the end of the most recently completed financial year.

For the year ended October 31, 2020, the Corporation’s NEOs consisted of Michael Johnston, Chief Financial Officer; Sean Conacher, former Chief Executive Officer; Paul Andersen, former Chief Executive Officer and former Chief Financial Officer; and Philip Millar, former President and former Chief Operating Officer. The following table sets forth the compensation paid by the Corporation to the NEOs and directors for the two most recently completed financial years.

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fee ($)	Value of perquisites ($)	All other Compensation ($)	Total Compensation ($)
Paul Crath(1) Director, Chief Executive Officer, General Counsel & VP of Corporate Development	2020 2019	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Michael Johnston(2) Director, Chief Financial Officer	2020 2019	5,000(3) nil	nil nil	nil nil	nil nil	nil nil	5,000 nil
Sean Conacher(4) Director, Chief Strategy Officer, Former Chief Executive Officer	2020 2019	150,000(3) nil	nil nil	nil nil	nil nil	73,836(5) nil	223,836 nil
Graham Simmonds(6) Director	2020 2019	87,500(7) nil	nil nil	nil nil	nil nil	29,534(5) nil	117,034 nil
Ashish Kapoor(8) Director	2020 2019	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Bruce Campbell(9) Investment Manager - Passive Public Portfolio	2020 2019	38,114(3) 101,814(3)	nil nil	nil nil	nil nil	57,777(5) nil	95,891 101,814
CGOC Management Corp. (10) Manager	2020 2019	nil nil	nil nil	nil nil	nil nil	54,731(5) nil	54,731 nil
Paul Andersen(11) Former Director, Chief Executive Officer, Chief Financial Officer	2020 2019	70,000(3) nil	nil nil	nil nil	nil nil	78,063(5) nil	148,063 nil
Philip Millar(12) Former President, Chief Operating Officer	2020 2019	16,666 nil	nil nil	nil nil	nil nil	nil nil	16,666 nil
Jamie Blundell(13) Former Director, President, Chief OperatingOfficer	2020 2019	15,000(3) 180,000(3)	nil nil	nil nil	nil nil	nil nil	15,000 180,000
Gary Yeoman(14) Former Director	2020 2019	25,000 25,000	nil nil	nil nil	nil nil	20,286(5) nil	45,286 25,000
Nick J. Richards(15) Former Director	2020 2019	25,000 25,000	nil nil	nil nil	nil nil	20,286(5) nil	45,286 25,000
John Durfy(16) Former Director	2020 2019	nil 81,250(17)	nil nil	nil nil	nil nil	nil nil	nil 81,250
Brayden Sutton(18) Former Director	2020 2019	6,250 25,000	nil nil	nil nil	nil nil	nil nil	6,250 25,000

Notes:

(1) Mr. Crath was appointed as a director and Chief Executive Officer of the Corporation on November 26, 2020. Mr. Crath was appointed as General Counsel & VP of Corporate Development of the Corporation on January 1, 2021.
(2) Mr. Johnston was appointed as a director and Chief Financial Officer of the Corporation on September 28, 2020. Mr. Johnston did not receive any compensation for his role as a director of the Corporation.
(3) Salaries and fees paid or accrued to be paid by the Manager from the Management Fee paid by Corporation.
(4) Mr. Conacher was appointed as a director of the Corporation on August 15, 2019 and as the Corporation’s Chief Strategy Officer on November 26, 2020. Mr. Conacher served as Chief Executive Officer of the Corporation from August 26, 2019 to September 28, 2020. Mr. Conacher did not receive any compensation for his role as a director of the Corporation.
(5) Non-cash stock options issued during the year are valued using the Black-Scholes model.
(6) Mr. Simmonds was appointed as a director of the Corporation on April 30, 2020.
(7) Includes consulting fees of $75,000 and director fees of $12,500.
(8) Mr. Kapoor was appointed as a director of the Corporation on November 26, 2020. Effective January 1, 2021, Mr. Kapoor is compensated $5,000 per month as an independent director, payable in cash.
(9) Mr. Campbell is the principal of the Investment Manager who manages the Passive Public Portfolio of the Corporation.
(10) Includes all non-cash compensation issued to the Manager.
(11) Mr. Andersen served as a director of the Corporation from November 1, 2017 to November 26, 2020, Chief Financial Officer of the Corporation from November 1, 2017 to September 28, 2020 and Chief Executive Officer of the Corporation from September 28, 2020 to November 26, 2020. Mr. Andersen did not receive any compensation for his role as a director of the Corporation.
(12) Mr. Miller served as President and Chief Operating Officer of the Corporation from September 28, 2020 to November 24, 2020.
(13) Mr. Blundell served as a director of the Corporation from November 1, 2017 to April 30, 2020 and as President and Chief Operating Officer of the Corporation from November 1, 2017 to February 4, 2020. Mr. Blundell did not receive any compensation for his role as a director of the Corporation.
(14) Mr. Yeoman resigned as a director of the Corporation, effective as of November 24, 2020.
(15) Mr. Richards resigned as a director of the Corporation, effective as of November 24, 2020.
(16) Mr. Durfy resigned as a director of the Corporation, effective as of October 31, 2019.
(17) Includes consulting fees of $56,260 and director fees of $25,000. (18) Mr. Sutton resigned as a director of the Corporation, effective as of February 4, 2020.

Stock Option and Other Compensation Securities

The following table sets out for each NEO and director of the Corporation all options and other compensation securities (none) granted or issued to such NEO and director in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation.

Name and Position	Type of Compensation Security	No. of compensation securities, no. of underlying securities, and percentage of class(1)	Date of Grant	Exercise Price ($)	Price of Security on Date of Grant ($)	Price of Security at Year-End ($)	Date of Expiry
Paul Crath(2) Director, Chief Executive Officer, General Counsel & VP of Corporate Development	Stock Options	nil	N/A	N/A	N/A	N/A	N/A
Michael Johnston(3) Director, Chief Financial Officer	Stock Options	nil	N/A	N/A	N/A	N/A	N/A
Sean Conacher(4) Director, Chief Strategy Officer, Former Chief Executive Officer	Stock Options	500,000 (500,000 Common Shares) (1.82%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024

Graham Simmonds(5) Director	Stock Options	200,000 (200,000 Common Shares) (0.73%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024
Ashish Kapoor(6) Director	Stock Options	nil	N/A	N/A	N/A	N/A	N/A
Bruce Campbell(7) Investment Manager - Passive Public Portfolio	Stock Options	100,000 (100,000 Common Shares) (0.36%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024
		250,000 (250,000 Common Shares) (0.91%)	August 17, 2020	$0.335	$0.335	$0.330	August 16, 2024
CGOC Management Corp.(8) Manager	Stock Options	225,000 (225,000 Common Shares) (0.82%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024
		125,000 (125,000 Common Shares) (0.45%)	August 17, 2020	$0.335	$0.335	$0.330	August 16, 2024
Paul Andersen(9) Former Director, Chief Executive Officer, Chief Financial Officer	Stock Options	150,000 (150,000 Common Shares) (0.55%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024
		325,000 (325,000 Common Shares) (1.18%)	August 17, 2020	$0.335	$0.335	$0.330	August 16, 2024
Philip Millar(10) Former President, Chief Operating Officer	Stock Options	nil	N/A	N/A	N/A	N/A	N/A
Jamie Blundell(11) Former Director, President, Chief Operating Officer	Stock Options	nil	N/A	N/A	N/A	N/A	N/A
Gary Yeoman(12) Former Director	Stock Options	50,000 (50,000 Common Shares) (0.18%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024
		75,000 (75,000 Common Shares) (0.27%)	August 17, 2020	$0.335	$0.335	$0.330	August 16, 2024
Nick J. Richards(13) Former Director	Stock Options	50,000 (50,000 Common Shares) (0.18%)	May 11, 2020	$0.250	$0.245	$0.330	May 10, 2024
		75,000 (75,000 Common Shares) (0.27%)	August 17, 2020	$0.335	$0.335	$0.330	August 16, 2024
John Durfy(14) Former Director	Stock Options	nil	N/A	N/A	N/A	N/A	N/A
Brayden Sutton(15) Former Director	Stock Options	nil	N/A	N/A	N/A	N/A	N/A

Notes:

Notes:
(1)	Percentage of class is based on a total of 27,502,894 Common Shares issued as of April 27, 2021.
(2)	Mr. Crath was appointed as a director and Chief Executive Officer of the Corporation on November 26, 2020. Mr. Crath was
	appointed as General Counsel & VP of Corporate Development of the Corporation on January 1, 2021.
(3)	As at October 31, 2020, Mr. Johnston held nil stock options.
(4)	As at October 31, 2020, Mr. Conacher held 500,000 stock options.
(5)	As at October 31, 2020, Mr. Simmonds held 200,000 stock options.
(6)	Mr. Kapoor was appointed as a director of the Corporation on November 26, 2020.
(7)	As at October 31, 2020, Mr. Campbell held 350,000 stock options.
(8)	As at October 31, 2020, the Manager of the Corporation held 525,000 stock options.
(9)	As at October 31, 2020, Mr. Andersen held 475,000 stock options.
(10)	As at October 31, 2020, Mr. Millar held nil stock options.
(11)	As at October 31, 2020, Mr. Blundell held nil stock options.
(12)	As at October 31, 2020, Mr. Yeoman held 125,000 stock options.
(13)	As at October 31, 2020, Mr. Richards held 125,000 stock options.
(14)	As at October 31, 2020, Mr. Durfy held nil stock options directly but had a beneficial interest in 175,000 stock options held by the
	Manager.
(15)	As at October 31, 2020, Mr. Sutton held nil stock options.

As of the date of this Circular, no NEO or director has exercised any compensation securities.

Long Term Incentive Plan and Stock Appreciation Rights

Other than the Stock Option Plan (described below), the Corporation does not have and does not intend to have a long-term incentive plan pursuant to which cash or non-cash compensation has been or will be paid or distributed to any director or executive officer. The Corporation does not have and does not intend to have any stock appreciation rights or incentive plans.

Stock Option Plan

The Stock Option Plan was adopted by the Board on January 16, 2018. The purpose of the Stock Option Plan is to advance the interests of the Corporation and its Shareholders by attracting, retaining and motivating the performance of selected directors, officers, employees or consultants of the Corporation of high caliber and potential and to encourage and enable such persons to acquire and retain a proprietary interest in the Corporation by ownership of its Common Shares. The Stock Option Plan provides that, subject to the requirements of the CSE, the aggregate number of securities reserved for issuance, set aside and made available for issuance under the Stock Option Plan may not exceed 10% of the issued and outstanding shares of the Corporation at the time of granting of options (including all options granted by the Corporation to date).

The number of Common Shares which may be reserved in any 12-month period for issuance to any one individual upon exercise of all stock options held by that individual may not exceed 5% of the issued and outstanding Common Shares of the Corporation at the time of the grant. The number of Common Shares which may be reserved in any 12-month period for issuance to any one consultant may not exceed 2% of the issued and outstanding Common Shares and the maximum number of Common Shares which may be reserved in any 12-month period for issuance to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding Common Shares of the Corporation.

The Stock Option Plan provides that options granted to any person engaged in investor relations activities will vest in stages over 12 months with no more than ¼ of the stock options vesting in any three-month period. The Stock Option Plan will be administered by the Board or a special committee of directors,

either of which will have full and final authority with respect to the granting of all stock options thereunder. Stock options may be granted under the Stock Option Plan to such directors, officers, employees or consultants of the Corporation, as the Board may from time to time designate.

The exercise price of any stock options granted under the Stock Option Plan shall be determined by the Board, but may not be less than the market price of the Common Shares on the CSE on the date of the grant (less any discount permissible under CSE rules). The term of any stock options granted under the Stock Option Plan shall be determined by the Board at the time of grant but, subject to earlier termination in the event of termination or in the event of death, the term of any stock options granted under the Stock Option Plan may not exceed ten years. Options granted under the Stock Option Plan are not to be transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession. Subject to certain exceptions, in the event that a director or officer ceases to hold office, options granted to such director or officer under the Stock Option Plan will expire 90 days after such director or officer ceases to hold office.

Subject to certain exceptions, in the event that an employee, or consultant ceases to act in that capacity in relation to the Corporation, stock options granted to such employee, consultant or management company employee under the Stock Option Plan will expire 30 days after such individual or entity ceases to act in that capacity in relation to the Corporation.

Stock options granted to optionees engaged in investor relations activities on behalf of the Corporation expire 30 days after such optionees cease to perform such investor relations activities for the Corporation. In the event of death of an option holder, options granted under the Stock Option Plan expire the earlier of one year from the date of the death of the option holder and the expiry of the term of the option.

Pension Plan Benefits

The Corporation does not have and does not intend to implement a pension plan for its directors or executive officers.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Corporation has not entered into and does not intend to enter into any employment contracts or arrangements with its directors or executive officers, except as disclosed in this Circular.

Compensation Committee

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details, as at October 31, 2020, of the number of securities to be issued upon exercise of outstanding Options and the remaining securities available for issuance, under equity compensation plans of the Corporation.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding option, warrants and rights (#)	Weighted-average exercise price of outstanding option, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by security holders	nil	nil	nil
Equity compensation plans not approved by security holders	2,325,000	0.44	176,260
Total	2,325,000	0.44	176,260

Notes:

(1) Represents the number of Common Shares reserved for issuance upon exercise of outstanding stock option granted under the Stock Option Plan as of October 31, 2020.

(2) Represents the maximum number of Common Shares remaining available for future issuance upon exercise of stock options that may be granted under the Stock Option Plan as of October 31, 2020.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation since the commencement of the Corporation’s last completed financial year or of any associate or affiliate of any of such persons, in any manner to be acted upon at the Meeting.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or senior officer of the Corporation, or associate or affiliate of any such director or senior officer, is or has been indebted to the Corporation since the beginning of the last completed financial year of the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (within the meaning of applicable securities laws) of the Corporation, or any of their respective associates or affiliates, has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation.

CORPORATE GOVERNANCE

In accordance with National Instrument 58-101 — Disclosure of Corporate Governance Practices, the following describes the corporate governance practices of the Corporation.

Board of Directors

The Board has a written mandate to assist it in the better execution of its responsibilities. The mandate provides guidelines for Board composition and conduct.

The Board is currently comprised of five directors, two of whom are independent within the meaning of NI 52-110, being Graham Simmonds and Ashish Kapoor. The independent directors maintain their independence by having no direct or indirect material participation with the management of the Corporation. In the view of the Board, no independent directors’ other directorships or principal occupations would reasonably expected to interfere with the exercise of a member’s independent judgment.

Directorships

None of the current directors of the Corporation presently serve on the board of directors of any other reporting issuers (or the equivalent) in a Canadian jurisdiction or a foreign jurisdiction, other than as set out below:

Name of Director	Name of Other Issuer
Paul Crath	Aion Therapeutic Inc. McLaren Resources Inc. Nebu Resources Inc.
Sean Conacher	Grown Rogue International Inc.
Graham Simmonds	Bhang Inc. Aion Therapeutic Inc. Baymount Incorporated GillaInc.

Orientation and Continuing Education

The Board is responsible for providing an appropriate orientation program for new directors and encouraging ongoing self-education on the business and strategies of the Corporation. In particular, new board members are referred to the Corporation’s financial information, website and Board mandate to provide them with an understanding of the business of the Corporation and their ongoing responsibilities.

Ethical Business Conduct

The Corporation is committed to conducting its business in compliance with all applicable laws and regulations and in accordance with the highest ethical principles. At the Board level, this commitment is maintained by holding regularly scheduled meetings in a formal meeting environment, supplemented by event driven meetings as necessary, in each case, following generally accepted rules of conduct. The Corporation and the Board have developed and implemented a written mandate intended to promote ethical business conduct and proper risk assessment.

Directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer may have an interest. Management strives to ensure that directors are aware of prospective material counterparties. The Board is tasked with monitoring and supervising tactical progress and conflicts of interest. Further, the Board oversees the Manager and ensures the Corporation’s investment mandates are adhered to.

Diversity Policy

The Corporation’s senior management and the members of its Board have diverse backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit from such a broad range of talent and experiences. The Board considers merit as the key requirement for board and executive appointments, and as such, it has not adopted any target number or percentage, or a range of target numbers or percentages, respecting the representation of women, Indigenous peoples, persons with disabilities, or members of visible minorities (collectively, “members of designated groups”) on the Board or in senior management roles.

The Corporation has not adopted a written diversity policy and seeks to attract and maintain diversity at the executive and board of directors’ levels informally through the recruitment efforts of management in discussion with directors prior to proposing nominees to the Board as a whole for consideration. Although the level of representation of members of designated groups is one of many factors taken into consideration in making Board and executive officer appointments, emphasis is placed on hiring or advancing the most qualified individuals. As at the date of this Circular, no members of designated groups currently hold positions on the Board or in senior management.

Director Term Limits

The Corporation does not have a policy that limits the term of the directors on its Board and has not provided other mechanisms of board renewal. At this time, the Board does not believe that it is in the best interest of the Corporation to establish term limits on a director’s mandate or a mandatory retirement age. The Board is of the opinion that term limits may disadvantage the Corporation through the loss of beneficial contributions of directors who have developed increasing knowledge of the Corporation, its operations, and the industry over a period of time.

Nomination of Directors

The Board does not have a formal nominating committee, therefore the entire Board is tasked with identifying, assessing and making recommendations as to candidates for election to the Board. Though there is no formal process for identifying candidates, the Board will make use of their formal and informal networks to locate suitable candidates. Directors are nominated with a view to the independence and expertise required for effective governance and compliance with applicable regulatory requirements, including consideration of nominees recommended by Shareholders, if any.

Compensation

The Corporation does not have a formal compensation committee. Accordingly, responsibility for matters relating to the overall compensation philosophy and guidelines for the directors and officers of the Corporation lies with the Board as a whole. Compensation for the Corporation’s independent directors is determined and reviewed, from time to time, by the Board as it deems appropriate. Compensation for the Corporation’s senior officers, in particular, its Chief Financial Officer, are paid by the Manager out of the Management Fee, as further described elsewhere in this Circular. Going forward, these practices are expected to continue. The Board also reviews compensation paid to the directors and senior officers of companies similar in size, nature and stage of development to that of the Corporation to determine if there is a need to provide additional incentives and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation.

Other Board Committees

The Corporation has established an investment committee (the “ Investment Committee ”) to monitor its Portfolio on an ongoing basis and to review the status of its investments at least once a month or on an asneeded basis. The Investment Committee is subject to the direction of the Board, and is comprised of three members: Graham Simmonds, Independent Director and Chair of the Investment Committee; Paul Crath, Director and Chief Executive Officer; and Ashish Kapoor, Independent Director. Bruce Campbell may attend certain Investment Committee meetings, but is not a voting member. The members of the Investment Committee are appointed annually by the Board at the first Board meeting subsequent to the annual meeting of Shareholders or on such other date as the Board determines, and nominees to the Investment Committee shall be recommended by the Board. Members of the Investment Committee may be removed or replaced by the Board and officers of the Corporation may be members of the Investment Committee. Each member of the Investment Committee shall be financially literate. The Board has adopted a written charter for the Investment Committee setting out its responsibilities. Pursuant to the charter, the Investment Committee has the authority to approve certain transactions.

Assessments

Individual director and board effectiveness assessments are done on an informal basis and are determined by examining a number of factors including, but not limited to, attendance at and participation in meetings, meeting preparedness, ability to communicate ideas clearly and overall contribution to effective Board performance.

MANAGEMENT CONTRACTS

Pursuant to a management agreement between the Corporation and the Manager dated January 16, 2018, the Manager has been retained as the manager of the Corporation and, as such, is responsible for providing or arranging for certain specific management services required by the Corporation. The registered and head office of the Manager is located at 240 Richmond Street West, Toronto, Ontario, M5V 1V6.

The name and municipality of residence of the sole director and officer of the Manager and his principal occupation is as follows:

Name and Municipality of Residence Paul Andersen Toronto, Ontario	Office with the Manager Director, President and Secretary	Principal Occupation
		Managing Partner, Forbes Andersen LLP

Pursuant to the terms of the Management Agreement, the Manager is entitled to an annual management fee of 1.0% of the market capitalization of the Corporation based on the daily volume-weighted average price of the Common Shares calculated and accrued daily and paid by the Corporation to the Manager monthly in arrears (the “ Management Fee ”). The Manager pays the Investment Manager and certain officers and directors of the Corporation out of the Management Fee.

The Manager is also entitled to a quarterly performance fee (the “ Performance Fee ”) payable by the Corporation soon as practicable following the final Business Day of each calendar quarter (each such date, a “ Performance Fee Payment Date ” and each such period, a “ Performance Fee Period ”). The Performance Fee is equal to 20% of the amount by which the sum of (i) the “weighted average market price” of the Common Shares on the CSE (or such other principal market on which the Common Shares are quoted for trading) during the 15 trading days preceding the end of the Performance Fee Period, plus

(ii) distributions, if any, on such Common Shares during such period, exceeds 101.25% of the Threshold Amount.

The Manager may elect to receive up to 100% of the Management Fee and Performance Fee in the form of Common Shares, in lieu of cash, subject to requirements of applicable law and availability of cash. The value of each Common Share distributed to the Manager as consideration for the Management Fee and/or Performance Fee, as applicable, is determined based on the weighted average market price of the Common Shares on the CSE (or such other principal market on which the Common Shares are quoted for trading) during the 15 trading days preceding the date on which the Management Fee and/or Performance Fee, as applicable, is payable.

In addition to the Management Fee and the Performance Fee, under the Management Agreement, the Corporation is obligated to reimburse the Manager for all reasonable and necessary actual out-of-pocket costs and expenses paid by the Manager in connection with the performance of the services described in the Management Agreement, including certain specified expenses ancillary to the operations of the Manager, including travel on behalf of the Corporation and office space and services. Notwithstanding the foregoing, the Manager will pay the Investment Manager and certain officers and directors of the Corporation out of the Management Fee. No director or officer of the Manager, or associate or affiliate of any such director or officer, is, or has been, indebted to the Corporation since the beginning of the last completed financial year of the Corporation.

For the year ended October 31, 2020, the Manager provided for the services of Michael Johnston, Chief Financial Officer; Sean Conacher, as former Chief Executive Officer; Paul Andersen, as former Chief Executive Officer and Chief Financial Officer; and Bruce Campbell, Investment Manager – Passive Public Portfolio. The aggregate cash fees paid to the Manager for the year ended October 31, 2020 were $95,285. The aggregate fees paid to the Manager for the year ended October 31, 2019 were $254,534.

AUDIT COMMITTEE INFORMATION

The overall purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Corporation’s financial statements and other relevant public disclosure, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors.

Audit Committee Composition

The Audit Committee is comprised of three members: Ashish Kapoor, Independent Director and Chair of the Audit Committee; Graham Simmonds, Independent Director; and Paul Crath, Director and Chief Executive Officer. Mr. Kapoor and Mr. Simmonds are “independent” within the meaning of NI 52-110. The Audit Committee assists the Corporation in fulfilling its responsibilities of oversight and supervision of its accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, and the quality and integrity of its financial statements. In addition, the Audit Committee is responsible for directing the auditors’ examination of specific areas, for the selection of the Corporation’s independent auditors and for the approval of all non-audit services for which its auditors may be engaged.

The Board has adopted a written charter for the Audit Committee which sets out the Audit Committee’s responsibility in reviewing the financial statements of the Corporation and public disclosure documents containing financial information and reporting on such review to the Board, review of the Corporation’s public disclosure documents that contain financial information, oversight of the work and review of the independence of the external auditors and reviewing, evaluating and approving the internal control

procedures that are implemented and maintained by management. A copy of the charter of the Audit Committee is set forth in Schedule “D” hereto (the “ Audit Committee Charter ”).

Relevant Education and Experience

Ashish Kapoor: Mr. Kapoor is a Chartered Professional Accountant and accomplished business and finance leader with over 20 years of experience in providing capital markets advisory and assurance services. Mr. Kapoor has experience in reviewing and evaluating financial statements of a similar nature and breadth as those of the Corporation in his service as a Chartered Professional Accountant and as a director/officer of public and private companies.

Graham Simmonds: Mr. Simmonds has over 20 years of experience in public company management and is an experienced business executive and advisor. Mr. Simmonds has experience in reviewing and evaluating financial statements of a similar nature and breadth as those of the Corporation in his service as a director, officer and/or advisor to a number of public and private companies.

Paul Crath: Mr. Crath has over 25 years of investment, transactional, structuring and advisory experience as a lawyer, a principal investor and as an executive in corporate development, finance, legal and M&A for private and public companies. Mr. Crath has experience in reviewing and evaluating financial statements of a similar nature and breadth as those of the Corporation in his service as a practicing attorney and as an executive/advisor.

Audit Committee Oversight

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

Reliance on Certain Exemptions

The Corporation relies on the exemption in section 6.1 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services, as described in the Audit Committee Charter.

External Auditor Fees

The following table summarizes the fees billed to the Corporation for services provided by its external auditors, during the fiscal years ended October 31, 2020 and 2019:

Fiscal Year	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	Other Fees(4)	Total Fees
2020	$99,750	nil	nil	nil	$99,750
2019	$96,300	nil	nil	nil	$96,300

Notes:

(1) Aggregate fees billed for the Corporation’s annual financial statements and services normally provided by the external auditor in connection with the Corporation’s statutory and regulatory filings.

(2) Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported as “Audit fees”, including fees with respect to review of the Corporation’s prospectus.

(3) Aggregate fees billed in each of the last two fiscal years for professional services rendered by the issuer’s external auditor for tax compliance, tax advice, tax planning and assistance with tax for specific transactions.
(4) All other fees.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the internet under the Corporation’s profile on SEDAR at www.sedar.com. Financial information on the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation which can also be accessed at www.sedar.com. Shareholders may request copies of the Corporation’s financial statement and related management’s discussion and analysis by contacting the Corporation at its principal office address at 240 Richmond Street West, Toronto, Ontario, M5V 1V6.

DIRECTORS’ APPROVAL

The undersigned hereby certifies that the contents and the mailing of this Circular to Shareholders have been approved by the Board of the Corporation.

DATED this 27[th] day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF PLANT-BASED INVESTMENT CORP.

“Paul Crath”

Paul Crath

Director & Chief Executive Officer

SCHEDULE “A” BY-LAW AMENDMENTS

By-Law No.1 of the Corporation is hereby amended by deleting Section Three - Investment Objectives and Restrictions in its entirety and replacing it with the following:

“SECTION THREE

INVESTMENT OBJECTIVES AND RESTRICTIONS

3.1 Investment Manager. The Corporation shall appoint one or more portfolio managers (collectively, the “ Investment Manager ”), as the Corporation deems applicable, each registered as a portfolio manager in a province or territory in Canada, to be responsible for all investment decisions for the Passive Public Portfolio (as defined herein) as the Corporation may determine based on passive investing strategies and techniques.

3.2 Investment Objectives. The Corporation shall seek to provide shareholders long-term total returns through: (i) capital appreciation, and/or (ii) periodic distributions by investing in an actively managed portfolio (the “ Portfolio ”) of securities and other contractual rights tied to investments (collectively, “ Investment Instruments ”) in: (a) public companies for which the Corporation does not receive rights to elect one or more directors or otherwise becomes actively involved in (the “ Passive Public Portfolio ”); (b) public companies for which the Corporation receives rights to elect one or more directors or otherwise becomes actively involved in (together with the Passive Public Portfolio, the “ Public Portfolio ”); or (c) private companies, all operating in, investing in or that derive a portion of their revenue, earnings or intellectual property from raw materials or commodities, products, services (including without limitation clinics and treatment centers), equipment and/or technologies related to the cannabis plant family and its various compounds, terpenes, fungi (including medicinal, functional and psychedelic), psychedelic compounds, super-foods and/or organic ingredients (collectively, the “ Plant-Based Industry ”). For greater certainty, Investment Instruments may include, without limitation, investments in equity, quasi-equity, debt, convertible debt, partnership or trust interests, rents, fees, royalties and/or revenue participation units.

3.3 Investment Restrictions. The Corporation will abide by the following investment restrictions that limit the Investment Instruments that the Corporation may acquire for the Portfolio. The Corporation’s investment restrictions may not be changed without the approval of the holders of 66⅔% of the Corporation’s common shares at a meeting called for such purpose. The Corporation may not:

(a) invest more than 30% of its total assets in Investment Instruments of issuers operating in subsectors ancillary to the Plant-Based Industry;
(b) invest in Investment Instruments of issuers that are in breach of the regulatory framework enacted by applicable laws of the relevant jurisdiction;
(c) have short exposure, other than for purposes of hedging, in excess of 20% of the total assets of the Corporation as determined on a daily marked-to-market basis;
(d) conduct any activity that would result in the Corporation failing to qualify as a “public corporation” within the meaning of the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time (“ Tax Act ”);

(e) invest in or hold (i) securities of or an interest in any non-resident entity, an interest in or a right or option to acquire such property, or an interest in a partnership which holds any such property if the Corporation (or the partnership) would be required to include any significant amounts in income pursuant to section 94.1 of the Tax Act, (ii) an interest in a trust (or a partnership which holds such an interest) which would require the Corporation (or the partnership) to report income in connection with such interest pursuant to the rules in section 94.2 of the Tax Act, or (iii) any interest in a non-resident trust (or a partnership which holds such an interest) other than an “exempt foreign trust” for the purposes of section 94 of the Tax Act;
(f) invest in any securities that is or would be a tax shelter investment within the meaning of the Tax Act; and
(g) enter into any arrangement (including the acquisition of securities for the Portfolio) where the result is a “dividend rental arrangement” for the purposes of the Tax Act, or engage in securities lending that does not constitute a “securities lending arrangement” for purposes of the Tax Act.

If a percentage restriction on investment or use of assets set forth above is adhered to at the time of the transaction, later changes to the market value of the investment or the total assets of the Corporation will not be considered a violation of the restriction (except for the restrictions in paragraphs ((c) or (d)). If the Corporation receives from an issuer, subscription rights to purchase securities of that issuer, and if the Corporation exercises such subscription rights at a time when the Corporation’s Portfolio holdings of securities of that issuer would otherwise exceed the limits set forth above, it will not constitute a violation if, prior to receipt of securities upon exercise of such rights, the Corporation has sold at least as many securities of the same class and value as would result in the restriction being complied with. Notwithstanding the foregoing, for the first 30 days following the closing of the Corporation’s initial public offering, the Corporation may hold securities acquired pursuant to an exchange option which do not comply with the restrictions in paragraph (a).”

By-Law No.1 of the Corporation, as amended from time to time, and the foregoing amendment thereto shall be read together and shall have effect as though all the provisions thereof were contained in one by- law of the Corporation.

SCHEDULE “B” AUTHORIZED CAPITAL AMENDMENTS

Capitalized terms not otherwise defined in this Schedule “B” shall have the meanings ascribed to such terms in the accompanying management information circular of Plant-Based Investment Corp. (the “ Corporation ”), dated April 27, 2021.

The articles of the Corporation shall be amended to provide that the Common Shares and the Preferred Shares, issuable in series shall have attached thereto the following rights, privileges, restrictions and conditions:

COMMON SHARES

The holders of the common shares shall be entitled, subject to the rights, privileges, restrictions and conditions attaching to the Preferred Shares and any other class of shares of the Corporation ranking senior to the Common Shares, to receive any dividend declared by the Corporation.
Each holder of common shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation and to vote thereat, except meetings at which only holders of a specified class of shares (other than common shares) or specified series of shares are entitled to vote. At all meetings of which notice must be given to the holders of the common shares, each holder of common shares shall be entitled to one (1) vote in respect of each common share held by that holder.
In the event of the liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary), reduction of capital or other distribution of its assets among the shareholders by way of repayment of capital, subject to the rights of the Preferred Shares and any other class of shares of the Corporation ranking senior to the common shares, all the remaining property and assets of the Corporation shall be paid or distributed to the holders of the common shares.

PREFERRED SHARES

The Preferred Shares shall be issuable in series and the Board shall have the right, from time to time, to fix the number of shares in, and to determine the designation, rights, privileges, restrictions and conditions attaching to, the Preferred Shares of each series subject to the limitations, if any, set out in the articles of the Corporation.
The holders of any series of the Preferred Shares shall be entitled to receive in priority to the holders of common shares and of shares of any other class of the Corporation ranking subordinate to the Preferred Shares, as and when declared by the Board, dividends in the amounts specified or determinable in accordance with the rights, privileges, restrictions and conditions attaching to the series of which such Preferred Shares form part.
Upon any liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among shareholders for the purpose of winding up its affairs, before any amount shall be paid to or any assets distributed among the holders of common shares or of shares of any other class of the Corporation ranking subordinate to the Preferred Shares, the holders of the Preferred Shares shall be entitled to receive with respect to the shares of each series thereof all amounts which may be provided in the

articles of the Corporation to be payable thereon in respect of return of capital, premium and accumulated dividends remaining unpaid, including all cumulative dividends, whether or not declared. Unless the articles of the Corporation otherwise provide with respect to any series of the Preferred Shares, after payment to the holders of the Preferred Shares of the amounts provided in the articles of the Corporation to be payable to them, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

Unless the articles of the Corporation otherwise provide with respect to any series of the Preferred Shares, the holders of the Preferred Shares shall not be entitled to receive any notice of or attend any meeting of shareholders of the Corporation and shall not be entitled to vote at any such meeting: provided that at any meeting of shareholders at which, notwithstanding the foregoing, the holders of the Preferred Shares are required or entitled by law to vote separately as a class or a series, each holder of the Preferred Shares of any series thereof shall be entitled to cast one vote in respect of each such share held.
The holders of the Preferred Shares shall not be entitled to vote separately as a class and, unless the articles of the Corporation otherwise provide, the holders of any series of the Preferred Shares shall not be entitled to vote separately as a series, pursuant to subsection 17(1) of the CBCA, upon a proposal to amend the articles of the Corporation in the case of an amendment of a kind referred to in paragraphs (a), (b) and (e) of such subsection.
Any meeting of shareholders at which the holders of the Preferred Shares are required or entitled by law to vote separately as a class or a series shall, unless the articles of the Corporation otherwise provide, be called and conducted in accordance with the by-laws of the Corporation; provided that no amendment to or repeal of the provisions of such bylaws made after the date of the first issue of any of the Preferred Shares by the Corporation shall be applicable to the calling and conduct of meetings of holders of the Preferred Shares voting separately as a class or as a series unless such amendment or repeal has been theretofore approved by an ordinary resolution adopted by the holders of the Preferred Shares voting separately as a class.

SCHEDULE “C” SECTION 190 OF THE CBCA

SECTION 190 OF THE CBCA

Right to dissent

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

(d) be continued under section 188;

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

If one class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Payment for shares

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

No partial dissent

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

Notice of resolution

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

Demand for payment

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Share certificate

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Forfeiture

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

Endorsing certificate

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder’s rights are reinstated as of the date the notice was sent.

Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Same terms

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

Payment

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Corporation may apply to court

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

Shareholder application to court

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

Venue

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

No security for costs

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

Parties

(19) On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

Powers of court

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Appraisers

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

Interest

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Notice that subsection (26) applies

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Effect where subsection (26) applies

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

SCHEDULE “D” AUDIT COMMITTEE CHARTER

1. PURPOSE

1.1 The board of directors of the Corporation (the “ Board ”) shall appoint an audit committee (the “ Committee ”) to assist the Board in fulfilling its responsibilities. The overall purpose of the Committee of the Corporation is to monitor the Corporation’s system of internal financial controls, to evaluate and report on the integrity of the financial statements of the Corporation, to enhance the independence of the Corporation’s external auditors and to oversee the financial reporting process of the Corporation.

2. PRIMARY DUTIES AND RESPONSIBILITIES

2.1 The Committee’s primary duties and responsibilities are to:
(a) serve as an objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements;
(b) review the performance of the Corporation’s external auditors; and
(c) provide an open avenue of communication among the Corporation’s external auditors, the Board and senior management of the Corporation.

3. COMPOSITION, PROCEDURES AND ORGANIZATION

3.1 The Committee shall be comprised of at least three directors of the Corporation as determined by the Board, two of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
3.2 At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of “financially literate” is 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 Corporation’s financial statements.
3.3 The Board shall appoint the members of the Committee. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee. Any member of the Committee ceasing to be a director of the Corporation shall cease to be a member of the Committee.
3.4 Unless a chair is elected by the Board, the members of the Committee shall elect a chair from among their number (the “ Chair ”). The Chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings and reporting to the Board.

3.5 The Committee, through its Chair, shall have access to such officers and employees of the Corporation and to the Corporation’s external auditors and its legal counsel, and to such information respecting the Corporation as it considers to be necessary or advisable in order to perform its duties.
3.6 Notice of every meeting shall be given to the external auditors, who shall, at the expense of the Corporation, be entitled to attend and to be heard thereat.
3.7 Meetings of the Committee shall be conducted as follows:
(a) the Committee shall meet four times annually, or more frequently as circumstances dictate, at such times and at such locations as the Chair shall determine;
(b) the external auditors or any member of the Committee may call a meeting of the Committee;
(c) any director of the Corporation may request the Chair to call a meeting of the Committee and may attend such meeting to inform the Committee of a specific matter of concern to such director, and may participate in such meeting to the extent permitted by the Chair; and
(d) the external auditors shall, when required by the Committee, attend any meeting of the Committee.
3.8 The external auditors shall be entitled to communicate directly with the Chair and may meet separately with the Committee. The Committee, through the Chair, may contact directly any employee of the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper practices or transactions.
3.9 Compensation to members of the Committee shall be limited to directors’ fees, either in the form of cash or equity, and members shall not accept consulting, advisory or other compensatory fees from the Corporation.
3.10 The Committee is granted the authority to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Corporation. The Committee has the power to engage and determine funding for outside and independent counsel or other experts or advisors as the Committee deems necessary for these purposes and as otherwise necessary or appropriate to carry out its duties and to set Committee members compensation. The Committee is further granted the authority to communicate directly with internal and external auditors.

4. DUTIES

4.1 The overall duties of the Committee shall be to:
(a) assist the Board in the discharge of their duties relating to the Corporation’s accounting policies and practices, reporting practices and internal controls and the Corporation’s compliance with legal and regulatory requirements;
(b) establish and maintain a direct line of communication with the Corporation’s external auditors and assess their performance and oversee the co-ordination of the activities of the external auditors; and
(c) be aware of the risks of the business and ensure the Corporation has adequate processes in place to assess, monitor, manage and mitigate these risks as they arise.

4.2 The Committee shall be directly responsible for overseeing the work of the external auditor, who shall report directly to the Committee, engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between the Corporation and the external auditors and the overall scope and plans for the audit, and in carrying out such oversight, the Committee’s duties shall include:
(a) recommending to the Board the selection and compensation and, where applicable, the replacement of the external auditor nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation;
(b) reviewing, where there is to be a change of external auditors, all issues related to the change, including the information to be included in the notice of change of auditor called for under NI 51-102 or any successor legislation, and the planned steps for an orderly transition;
(c) reviewing all reportable events, including disagreements, unresolved issues and consultations, as defined in NI 51-102 or any successor legislation, on a routine basis, whether or not there is to be a change of external auditor;
(d) reviewing and pre-approving all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation’s external auditors to the Corporation or any subsidiary entities;
(e) reviewing the engagement letters of the external auditors, both for audit and non-audit services;
(f) consulting with the external auditor, without the presence of the Corporation’s officers about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements;
(g) reviewing annually the performance of the external auditors, who shall be ultimately accountable to the Board and the Committee as representatives of the unitholders of the Corporation, including the fee, scope and timing of the audit and other related services and any non-audit services provided by the external auditors; and
(h) reviewing and approving the nature of and fees for any non-audit services performed for the Corporation by the external auditors and consider whether the nature and extent of such services could detract from the firm’s independence in carrying out the audit function.
4.3 The duties of the Committee as they relate to document and reports reviews shall be to:
(a) review the Corporation’s financial statements, management’s discussion and analysis of financial results (“ MD&A ”) and any financial press releases before the Corporation publicly discloses this information; and
(b) review and periodically assess the adequacy of procedures in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the Corporation’s financial statements, MD&A and financial press releases.

4.4 The duties of the Committee as they relate to audits and financial reporting shall be to:

(a) in consultation with the external auditor, review with the integrity of the Corporation’s financial reporting process, both internal and external, and approve, if appropriate, changes to the Corporation’s auditing and accounting practices;
(b) review the audit plan with the external auditor;
(c) review with the external auditor any proposed changes in accounting policies, the presentation of the impact of significant risks and uncertainties, and key estimates and judgments of the Corporation that may in any such case be material to financial reporting;
(d) review the contents of the audit report;
(e) question the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;
(f) review the scope and quality of the audit work performed;
(g) review the adequacy of the Corporation’s financial and auditing personnel;
(h) review the co-operation received by the external auditor from the Corporation’s personnel during the audit, any problems encountered by the external auditors and any restrictions on the external auditor’s work;
(i) review the internal resources used;
(j) review the evaluation of internal controls by the internal auditor (or persons performing the internal audit function) and the external auditors, together with the Corporation’s response to the recommendations, including subsequent follow-up of any identified weaknesses;
(k) review the appointments of the chief financial officer, internal auditor (or persons performing the internal audit function) of the Corporation and any key financial executives involved in the financial reporting process;
(l) review and approve the Corporation’s annual audited financial statements and those of any subsidiaries in conjunction with the report of the external auditors thereon, and obtain an explanation from the Corporation of all significant variances between comparative reporting periods before release to the public;
(m) establish procedures for (A) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and (B) the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters; and
(n) review the terms of reference for an internal auditor or internal audit function.

4.5 The duties of the Committee as they relate to accounting and disclosure policies and practices shall be to:
(a) review changes to accounting principles of the Canadian Institute of Chartered Accountants which would have a significant impact on the Corporation’s financial reporting as reported to the Committee by the Corporation and the external auditors;
(b) review the appropriateness of the accounting policies used in the preparation of the Corporation’s financial statements and consider recommendations for any material change to such policies;
(c) review the status of material contingent liabilities as reported to the Committee by the Corporation or the external auditors;
(d) review the status of income tax returns and potentially significant tax problems as reported to the Committee by the Corporation;
(e) review any errors or omissions in the current or prior year’s financial statements;
(f) review, and approve before their release, all public disclosure documents containing audited or unaudited financial information including all earnings, press releases, MD&A, prospectuses, annual reports to unitholders and annual information forms, as applicable; and
(g) oversee and review all financial information and earnings guidance provided to analysts and rating agencies.
4.6 The other duties of the Committee shall include:
(a) reviewing any related-party transactions not in the ordinary course of business;
(b) reviewing any inquires, investigations or audits of a financial nature by governmental, regulatory or taxing authorities;
(c) formulating clear hiring policies for partners, employees or former partners and employees of the Corporation’s external auditors;
(d) reviewing annual operating and capital budgets;
(e) reviewing and reporting to the Board on difficulties and problems with regulatory agencies which are likely to have a significant financial impact;
(f) inquiring of the Corporation and the external auditors as to any activities that may be or may appear to be illegal or unethical;
(g) ensuring procedures are in place for the receipt, retention and treatment of complaints and employee concerns received regarding accounting or auditing matters and the confidential, anonymous submission by employees of the Corporation of concerns regarding such; and
(h) reviewing any other questions or matters referred to it by the Board.

AI assistant

Plant-Based Investment Corp. — Proxy Solicitation & Information Statement 2021

47509_rns_2021-05-06_71ec558e-d327-4592-9ce2-0395d33f2b6b.pdf

PLANT-BASED INVESTMENT CORP. (formerly, Cannabis Growth Opportunity Corporation)

NOTICE OF

MANAGEMENT INFORMATION CIRCULAR

PLANT-BASED INVESTMENT CORP.

(formerly, Cannabis Growth Opportunity Corporation)

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

GLOSSARY OF TERMS

PLANT-BASED INVESTMENT CORP.

MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

Solicitation of Proxies

COVID-19

Email: [email protected]

Registered Shareholders

Appointment of Proxy

Revocation of Proxy

Non-Registered Shareholders

Voting of Proxies

Voting of Common Shares and Principal Holders Thereof

Record Date

Common Shares

Quorum

Principal Shareholders

Notes:

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

Appointment of Auditors

Election of Directors

Michael Johnston, CPA, CA (Director, Chief Financial Officer, Corporate Secretary)

Sean Conacher (Director, Chief Strategy Officer)

Graham Simmonds (Director, Chairman of the Board, Chairman of the Investment Committee)

Ashish Kapoor, CPA, CA (Director, Chairman of the Audit Committee)

Cease Trade Orders

Penalties or Sanctions

Bankruptcies

By-Law Amendments

Resolution

“ BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Creation of New Class of Preferred Shares

Purpose of Creation of the Preferred Shares

Creation of the Preferred Shares

Rights of Dissenting Shareholders

FAILURE TO ADHERE STRICTLY TO THE REQUIREMENTS OF SECTION 190 OF THE CBCA AND THE TIME FRAMES SPECIFIED THEREIN WILL RESULT IN THE LOSS OR UNAVAILABILITY OF RIGHTS UNDER THAT SECTION.

Resolution

“RESOLVED AS A SPECIAL RESOLUTION THAT:

Other Matters

STATEMENT OF EXECUTIVE COMPENSATION

Executive and Director Compensation

Sean Conacher (Director, Chief Strategy Officer)

Summary Compensation Table

Notes:

Stock Option and Other Compensation Securities

Notes:

Long Term Incentive Plan and Stock Appreciation Rights

Stock Option Plan

Pension Plan Benefits

Termination of Employment, Change in Responsibilities and Employment Contracts

Compensation Committee

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Notes:

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Diversity Policy

Director Term Limits

Nomination of Directors

Compensation

Other Board Committees

Assessments

MANAGEMENT CONTRACTS

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