Real Luck Group Ltd. - Proxy Solicitation & Information Statement 2020

ELEPHANT HILL CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of the shareholders of Elephant Hill Capital Inc. (the " Corporation ") will be held on Monday, November 9, 2020 at 11:00 a.m. (Calgary time) by CONFERENCE CALL ONLY for the following purposes:

to receive and consider the audited financial statements of the Corporation for the period ended December 31, 2019, together with the report of the auditors thereon;
to fix the number of directors of the Corporation to be elected at four (4) and to elect the following individuals as directors of the Corporation for the ensuing year:
i. Mohammad Fazil;
ii. Sarshar Ahmad;
iii. Jonathan Gilbert; and iv. Eamon Hurley.
to appoint Manning Elliott LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditor’s remuneration;
to consider and, if thought advisable, to approve, with or without variation, by ordinary resolution, as more particularly set forth in the accompanying management information circular (the " Circular "), the adoption of the Corporation's incentive stock option plan;
to consider and, if thought advisable, to approve, with or without variation, a special resolution, as more particularly set forth in the accompanying Circular, authorizing the directors of the Corporation to amend the articles of the Corporation to change its name to such other name as the directors of the Corporation may, in their sole discretion, determine to be appropriate;
to consider and, if thought advisable, to approve, with or without variation, a special resolution, as more particularly set forth in the accompanying Circular, to approve the consolidation of all of the issued and outstanding common shares in the capital of the Corporation (the " Common Shares ") on the basis of up to five (5) pre-consolidation Common Shares for every 1 post-consolidation Common Share, or such other consolidation ratio as the directors of the Corporation, in their sole discretion, determine to be appropriate;
to consider and, if thought advisable, to approve, with or without variation, by ordinary resolution, as more particularly set forth in the accompanying management information circular (the " Circular "), a fixed stock option plan for the Corporation that may be implemented, as the directors of the Corporation, in their sole discretion determine to be appropriate; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Circular, which accompanies this Notice.

The board of directors has fixed October 6, 2020 as the record date for the determination of shareholders entitled to notice of, and to vote at, this Meeting and any adjournment thereof.

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All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described on in the Circular accompanying this Notice. Shareholders wishing to attend the Meeting by conference call may do so by using the following numbers: Toll-free 1-866-633-0845 in North America, locally in Calgary (403) 5379609 or Global Toll-free 900-0150-8092, using the Conference ID 8443847.

Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR. We strongly recommend you check the Corporation’s profile on the SEDAR website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended meeting materials .

DATED at Calgary, Alberta, this 6 day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

" Mohammad Fazil " (signed)

Name: Mohammad Fazil Title: President, Chief Executive Officer, and Director

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ELEPHANT HILL CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

For the Annual and Special Meeting of Shareholders to be held on November 9, 2020

GENERAL PROXY INFORMATION

Solicitation of Proxies

The information contained in this Circular is furnished to the holders of common shares (the " Common Shares ", and such shareholders, the " Shareholders ") of Elephant Hill Capital Inc. (the " Corporation ") in connection with the solicitation by management of the Corporation of proxies to be voted at an annual and special meeting (the " Meeting ") of the Shareholders to be held at 11:00 a.m. (Calgary time) on November 9, 2020 by conference call only, for the purposes set forth in the accompanying Notice of Annual and Special Meeting of Shareholders (the " Notice of Meeting ") and at any adjournment thereof. Unless otherwise stated, the information provided in this Circular is provided as of October 6, 2020.

As a result of the development of the current coronavirus (“ COVID-19 ”) outbreak and in light of the rapidly evolving public health guidelines related to COVID-19, the Meeting will not be held at a physical location and participation at the Meeting will be by means of conference call only . Shareholders wishing to attend the Meeting by conference call may do so by using the following numbers: Toll-free 1-866-633-0845 in North America, locally in Calgary (403) 537-9609 or Global Toll-free 900-0150-8092, using the Conference ID 8443847.

The solicitation of proxies is made on behalf of the management of the Corporation . Such solicitation will be made primarily by mail, but proxies may be solicited personally or by telephone by directors and officers of the Corporation, who will not be remunerated therefor. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and this Circular will be borne by the Corporation. The cost of the solicitation will be borne by the Corporation.

The board of directors of the Corporation (the “ Board ”) has fixed the close of business on October 6, 2020 as the record date, being the date for the determination of the registered Shareholders entitled to receive notice of, and to vote at, the Meeting (the “ Record Date ”).

Appointment of Proxyholders

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. A Shareholder has the right to appoint, as proxyholder or alternate proxyholder, a person, persons or a company (who need not be a Shareholder) to represent such Shareholder at the Meeting, other than any of the persons designated in the enclosed form of proxy, and may do so either by inserting the name of his chosen nominee in the space provided for that purpose on the form and striking out the other names on the form, or by completing another proper form of proxy.

Deposit of Proxy

An appointment of a proxyholder or alternate proxyholders, by resolution of the directors duly passed, WILL NOT BE VALID FOR THE MEETING OR ANY ADJOURNMENT THEREOF UNLESS IT IS DEPOSITED WITH THE CORPORATION'S TRANSFER AGENT, TSX TRUST COMPANY, SUITE 301, 100 – ADELAIDE STREET WEST, TORONTO, ONTARIO M5H 4H1, ATTENTION PROXY DEPARTMENT, OR DELIVERED BY FAX TO 1-416-595-9593 OR VIA THE INTERNET AT WWW.VOTEPROXYONLINE.COM NOT LATER THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND STATUTORY HOLIDAYS) PRIOR TO THE TIME SET FOR THE MEETING OR ANY ADJOURNMENT THEREOF . A return envelope has been included with the material.

Revocation of Proxies

A Shareholder who has given a proxy may revoke the proxy:

(a) by depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing:

(i) with TSX Trust Company not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the proxy is to be used;

(ii) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used;

(iii) with the chairman of the Meeting on the day of the Meeting or any adjournment thereof; or

(b) in any other manner provided by law.

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

Exercise of Discretion

A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the instructions, if any, of the Shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly by the proxy.

In the absence of such direction in respect of a particular matter, such Common Shares will be voted in favour of such matter. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendments, variations or other matters which are not now known to the management of the Corporation should properly come before the Meeting, the Common Shares represented by the proxies hereby solicited will be voted thereon in accordance with the best judgment of the person or persons voting such proxies.

Unless otherwise indicated, all matters to be voted upon as set forth in the Notice of Meeting, require approval by a simple majority of all votes cast by Shareholders, present in person or by proxy at the Meeting.

Non-Registered Holders

Only registered holders of Common Shares or the persons they appoint as their proxies are permitted to vote at the Meeting. Many Shareholders are "non-registered" Shareholders (" Non-Registered Shareholders ") because the Common Shares they own are not registered in their names but are instead either (i) registered in the name of an intermediary (the " Intermediary ") that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators (" NI 54-101 "), the Corporation has distributed copies of the Notice of Meeting, this Circular and the enclosed form of proxy (collectively the " Meeting Materials ") to Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders of Common Shares.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a NonRegistered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the meeting materials to Non-Registered Shareholders. A Non-Registered Shareholder who has not waived the right to receive the Meeting Materials will either:

a) 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 shares beneficially owned by the Non-Registered Shareholder but which is not otherwise completed. Since the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified above under "Deposit of Proxy"; or

b) more typically, be given a voting instruction form which must be completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company in accordance with the directions accompanying the voting instruction form. A Non-Registered Shareholder receiving a voting instruction form cannot use that form to vote the common shares held by such NonRegistered Shareholder directly at the Meeting.

In either case, the purpose of these procedures is to permit the Non-Registered Shareholder to direct the voting of the Common Shares that the Non-Registered Shareholder beneficially owns. Should a Non-Registered Shareholder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert his or her name in the space provided for that purpose on the voting instructions form and return it in accordance with the directions of the Intermediary.

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instructions form is to be delivered.

A Non-Registered Shareholder may revoke a form of proxy or voting instructions form given to an Intermediary by contacting the Intermediary through which the Non-Registered Shareholder's Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure than an Intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

Management of the Corporation does not intend to pay for intermediaries to forward to objecting beneficial owners (" OBOs ") under NI 54-101 the proxy-related materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary . An OBO is a Non-Registered Shareholder that objects to their intermediary disclosing their ownership information.

Voting Shares and Principal Holders

The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value. As of the date hereof, the Corporation has issued and outstanding 7,000,000 fully paid and non-assessable Common Shares. Each holder of Common Shares is entitled to one vote for each Common Share shown as registered in such holder's name on the list of Shareholders prepared as of the close of business on the Record Date with respect to all matters to be voted on at the Meeting. A quorum will be present at the Meeting if there are at least two persons present in person, who are, or who represent by proxy, shareholders who, are entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Corporation, other than as set forth below, no person beneficially owns, directly or indirectly, or exercises control over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares. Mohammad Fazil, the Corporation’s President, Chief Executive Officer, Promoter and a Director of the Corporation, beneficially owns, directly or indirectly, or exercises control 901,000 Common Shares, representing 12.87% of the aggregate issued and outstanding Common Shares.

BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS

The Corporation’s audited financial statements for the period ended December 31, 2019 will be placed before Shareholders at the Meeting. These financial statements have been electronically filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (" SEDAR ") at www.sedar.com. Copies of the financial statements will also be available at the Meeting or upon request by any Shareholder who wishes to receive copies. To request copies, please contact Mohammad Fazil, President, Chief Executive Officer, Promoter and Director of the Corporation at (403) 6137310.

2. ELECTION OF DIRECTORS

Directors of the Corporation are elected for a term of one year. Management of the Corporation proposes that the number of directors to be elected at the Meeting be fixed at four. The term of office of each of the nominees, if elected, will run until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time. We currently have four directors, each of whom is being nominated by management for re-election as a director at the Meeting.

Nominees for Election

The following are the nominees proposed for election as directors of the Corporation, together with the number of shares of the Corporation that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of them. All of the nominees are currently directors of the Corporation. Each of the nominees has agreed to stand for election and we are not aware of any intention of any of them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

		Principal
					Common Shares(1)

Mohammad Fazil(2) Calgary, Alberta Canada	President, CEO, Promoter and Director	Mr. Fazil has been the president and founder of Lion Park Capital, a private boutique corporate advisory firm since 2010.	January 15, 2018	901,000
Sarshar Ahmad(2) Calgary, Alberta Canada	Director	Mr. Ahmad is currently President and a Director of Prospera Energy Inc., an oil and gas company listed on the TSX Venture Exchange.	January 15, 2018	500,000
Jonathan Gilbert(2) Roslyn Heights, New York USA	Director	Mr. Gilbert is a Director of Greenstar Biosciences Corp., a life sciences company listed on the TSX Venture Exchange.	January 15, 2018	500,000
Eamon Hurley Calgary, Alberta Canada	Director	Mr. Hurley has been a lawyer at DLA Piper (Canada) LLP since December 2018. Prior to that he was General Counsel for Bukit Energy Inc., a private resource company.	January 15, 2018	100,000

Notes:

(1) The Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date of this Circular has been furnished to the Corporation by the individual directors.

(2) Member of the Audit Committee.

Management of the Corporation recommends that Shareholders vote in favour of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the four nominees as directors of the Corporation.

3. RE-APPOINTMENT AND REMUNERATION OF AUDITORS

Manning Elliott LLP (" Manning Elliott ") has been the Corporation's auditors since inception. At the Meeting, Shareholders will be asked to consider, and if deemed appropriate, approve with or without variation an ordinary resolution to re-appoint Manning Elliott as auditor of the Corporation and to authorize the Board to fix their remuneration.

Management of the Corporation recommends that Shareholders vote in favour of the re-appointment of Manning Elliott as auditors of the Corporation and to authorize the directors to fix their remuneration. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the re-appointment of Manning Elliott as auditors of the Corporation.

4. APPROVAL OF STOCK OPTION PLAN

At the Meeting, Shareholders will be asked to consider, and if deemed appropriate, approve with or without variation an ordinary resolution to approve and adopt the Corporation's incentive stock option plan attached hereto as Schedule “B” (the " Stock Option Plan ").

Summary of Stock Option Plan

The number of Common Shares reserved for issuance under the Stock Option Plan at any time is equal to 10% of the number of Common Shares issued and outstanding at any time. Directors, officers, employees and consultants of the Corporation and its subsidiaries are eligible to participate in the Stock Option Plan Options granted to these participants shall have an expiry date not exceeding ten years from the date of grant, after which they cease to be exercisable.

Subject to the conditions disclosed herein, the Board determines the manner in which an option shall vest and become exercisable. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such options vesting in any three month period. The Stock Option Plan provides that the number of Common Shares reserved for issuance:

(a) to any one person, within any 12 month period, will not exceed 5% of the issued and outstanding Common Shares at the time of the grant;

(b) to any one consultant, within any 12 month period, will not exceed 2% of the issued and outstanding Common Shares at the time of the grant;

(c) in aggregate to persons conducting investor relations activities, within any 12 month period, will not exceed 2% of the issued and outstanding Common Shares at the time of the grant; and

(d) in aggregate to insiders will not exceed 10% of the issued and outstanding Common Shares at the time of the grant and in aggregate will not exceed, within any 12 month period, 10% of the issued and outstanding Common Shares at the time of the grant.

Options are exercisable only by the participant to whom they are granted and may not be assigned or transferred. Notwithstanding this restriction, upon the death of a participant, the participant's legal representatives, heirs, executors and administrators may exercise the participant's options for a period ending no later than the earlier of the option expiry date and 12 months after the participant's death.

Subject to the discretion of the Board, where a person ceases to be an eligible participant under the Stock Option Plan, other than by reason of death or in the event of termination for cause, options granted to participants shall cease to be exercisable on the earlier of the expiry date and 90 days after the date of termination or, if the participant was involved in investor relations activities, the options shall cease to be exercisable on the earlier of the expiry date and 30 days after the date of termination. Subject to the discretion of the Board, if a participant is terminated for cause, all options received shall terminate and cease to be exercisable upon such termination. Subject to obtaining any required approval from the TSX Venture Exchange (the " Exchange "), shareholders or participants, as the case may be, the Corporation may amend the Stock Option Plan or the terms of any option granted thereunder in accordance with the terms of the Stock Option Plan. Disinterested shareholder approval is required for certain amendments, including any reduction in the exercise price of an option held by a participant.

Management of the Corporation recommends that Shareholders vote in favour of the ordinary resolution to approve and adopt the Stock Option Plan. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval and adoption of the Stock Option Plan.

5. SPECIAL RESOLUTIONS

In accordance with applicable polices of the Exchange, the Corporation will be required to obtain Shareholder approval of any proposed Qualifying Transaction (as defined in Policy 2.4 of the Exchange) if such Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction”. That fact notwithstanding, in order to provide the Board with a degree of flexibility when evaluating and negotiating potential Qualifying Transactions, and for timing and expense considerations, the Corporation has determined to seek shareholder approval for two special resolutions concerning: (i) the potential consolidation of the Common Shares (the " Consolidation ") and (ii) the potential change of the Corporation’s name (the " Name Change "), all as described in greater detail below.

Name Change

At the Meeting Shareholders will be asked to consider and, if deemed appropriate, to approve, with or without variation, a special resolution substantially in the form annexed hereto in Schedule "A" (the " Name Change Resolution ") authorizing the Board to change the name of the Corporation to such name as the Board may, in their sole discretion, determine to be appropriate. To be effective, the Name Change Resolution must be passed by the affirmative vote of 66[2/3] of the votes cast by Shareholders, present in person or by proxy at the Meeting.

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

Consolidation

At the Meeting the Shareholders will be asked to consider and, if deemed appropriate, to approve, with or without variation, a special resolution substantially in the form annexed hereto in Schedule "A" (the " Consolidation Resolution ") to approve the consolidation of the then outstanding Common Shares on the basis of up to five (5) pre-consolidation Common Shares for every one (1) post-consolidation Common Share, or such other consolidation ratio as the Board may, in their sole discretion, determine to be appropriate. To be effective, the Consolidation Resolution must be passed by the affirmative vote of 66[2/3] of the votes cast by Shareholders, present in person or by proxy at the Meeting.

No fractional Common Shares will be issued in connection with the consolidation and the aggregate number of the Common Shares that any Shareholder shall be entitled to receive post-consolidation shall be rounded to the next lowest whole number of Common Shares, and no cash amount shall be payable in respect of such fractional shares.

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

6. APPROVAL OF PROPOSED FIXED STOCK OPTION PLAN

At the Meeting, Shareholders will be asked to consider, and if deemed appropriate, approve with or without variation an ordinary resolution to approve the potential implementation of an incentive stock option plan for the Corporation, if as and when deemed appropriate by the Board in its sole discretion, subject to approval by the TSX Venture Exchange (the " Proposed Fixed Stock Option Plan "). This will provide the Board with the flexibility to choose a stock option incentive plan that best suits the needs of the Corporation. The Board will be able to choose between keeping the existing Stock Option Plan of the Corporation being approved by Shareholders at this Meeting (see Item 4 – Approval of Stock Option Plan ) or implementing the Proposed Fixed Stock Option Plan described below.

Summary of Proposed Fixed Stock Option Plan

The following is a summary of the material terms of the Proposed Fixed Stock Option Plan and is qualified in its entirety by the full text of the Proposed Fixed Stock Option Plan, which is attached hereto as Schedule "D":

• The Proposed Fixed Stock Option Plan is a “fixed” plan. The number of Shares to be reserved and authorized for issuance pursuant to options granted under the Plan shall not exceed twenty percent (20%) of the total number of issued and outstanding shares in the Corporation as is fixed by the Corporation from time to time and approved by Shareholders. If the Proposed Fixed Option Plan is adopted by the Board, the number will be fixed at twenty percent (20%) of the number of issued and outstanding shares of the Corporation at the time of completion of a Qualifying Transaction by the Corporation.

• Under the Proposed Fixed Stock Option Plan, the aggregate number of optioned Shares granted to any one optionee in a 12 month period must not exceed 5% of the Corporation's issued and outstanding shares. The number of optioned Shares granted to any one consultant in a 12 month period must not exceed 2% of the Corporation's issued and outstanding shares. The aggregate number of optioned Shares granted to an optionee who is employed to provide investor relations' services must not exceed 2% of the Corporation's issued and outstanding Shares in any 12 month period.

• The exercise price for options granted under the Proposed Fixed Stock Option Plan shall not be less than the market price of the Corporation's Shares at the time of the grant, less applicable discounts permitted by the policies of the Exchange.

• Options shall be exercisable for a term of up to five years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.

• Options granted under the Proposed Fixed Stock Option Plan are non-assignable, except by shall or by the laws of descent and distribution.

• In the event of a Change of Control (as defined in the Proposed Fixed Stock Option Plan), all outstanding options, other than those granted for Investor Relations Activities (as defined in the Proposed Fixed Stock Option Plan) shall vest immediately.

• Pursuant to the policies of the Corporation respecting restrictions on trading, there are a number of periods each year during which directors, officers and certain employees are precluded from trading in the Corporation's securities. These periods are referred to as "blackout periods". A black out period is designed to prevent a person from trading while in possession of material information that is not yet available to other Shareholders. The Proposed Fixed Stock Option Plan includes a provision that should an option expiration date fall within a black out period or immediately following a black out period, the expiration date shall automatically be extended for ten business days following the end of the black out period

Management of the Corporation recommends that Shareholders vote in favour of the ordinary resolution to approve the Proposed Fixed Stock Option Plan. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval and adoption of the Proposed Fixed Stock Option Plan.

7. OTHER BUSINESS

Management of the Corporation is not aware of any matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as of the end of the Corporation’s most recently completed financial year, certain information regarding equity compensation plans under which securities of the Corporation are authorized for issuance. The only equity compensation plan of the Corporation currently, is its Stock Option Plan.

Plan Category	Number of securities to	Weighted-average	Number of securities
	be issued upon exercise	exercise price of	remaining available for
	of outstanding options,	outstanding options,	future issuance under equity
	warrants and rights	warrants and rights	compensation plans
			(excluding securities
	(a)	(b)	reflected in column (a))(1)
			(c)

Equity compensation plans approved by securityholders	N/A	N/A	N/A
Equity compensation plans not approved by securityholders	700,000	$0.10	Nil
Total	700,000	$0.10	Nil

Note:

(1) The Corporation’s Stock Option Plan provides that the number of Common Shares issuable pursuant to the Corporation’s Stock Option Plan shall be equal to 10% of the issued and outstanding Common Shares at such time.

At the Meeting, Shareholders will be asked to approve the Corporation’s stock option plan. For a summary of the Corporation’s stock option plan, please see "Business of the Meeting – Approval of Stock Option Plan".

STATEMENT OF EXECUTIVE COMPENSATION

In this section: " Named Executive Officer " or " NEO " means: (a) each individual who served as the Chief Executive Officer or the Chief Financial Officer of the Corporation, or an individual who acted in a similar capacity during the financial year ended December 31, 2019, regardless of the amount of compensation of that individual; (b) each of the Corporation's most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, who were serving as executive officers, or acting in a similar capacity, as at December 31, 2019 and whose total compensation, individually, amounted to $150,000 or more for the financial year ended December 31, 2019; and (c) any additional individual who would have been included under (b) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, as at December 31, 2019.

The Corporation had one NEO during the financial year ended December 31, 2020: Mohammad Fazil, the Corporation’s President and Chief Executive Officer.

Summary Compensation Table

The following table is a summary of compensation paid, payable, awarded or granted to each director and NEO in the financial year of the Corporation ended December 31, 2019.

Table of Compensation Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name & position	Year	Salary, Consulting Fee, Retainer or Commissio n($)	Bonus ($)	Committee or meeting fees ($)	Value of Perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Mohammad Fazil, President, CEO, Promoter and Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
Sarshar Ahmad, Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
Jonathan Gilbert, Director	2019	Nil	Nil	Nil	Nil	Nil	Nil
Eamon Hurley, Director	2019	Nil	Nil	Nil	Nil	Nil	Nil

Stock Options and Other Compensation Securities Table

The following table provides information disclosing the compensation securities granted or issued to each NEO and director during the most recently completed financial year ended December 31, 2019:

		Compensation Securities	Compensation Securities	Compensation Securities

Name and position	Type of compensation security	# of compensation securities, # of underlying securities & % of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Mohammad Fazil, President, CEO, Promoter and Director	Stock Option	315,000 (4.5% of outstanding Common Shares)	June 15, 2018	$0.10	$0.10	$0.10	June 15, 2023
Sarshar Ahmad, Director	Stock Option	175,000 (2.5% of outstanding Common Shares)	June 15, 2018	$0.10	$0.10	$0.10	June 15, 2023
Jonathan Gilbert, Director	Stock Option	175,000 (2.5% of outstanding Common Shares)	June 15, 2018	$0.10	$0.10	$0.10	June 15, 2023

Eamon Hurley, Director	Stock Options	35,000 (0.5% of outstanding Common Shares)	June 15, 2018	$0.10	$0.10	$0.10	June 15, 2023

Exercise of Compensation Securities by Directors and NEOs

No NEO or director of the Corporation has exercised a compensation security during the most recently completed fiscal year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

The Corporation was a capital pool company during the year ended December 31, 2019. Accordingly, except for the stock option grants described herein, no compensation was paid by the Corporation to the NEO or the directors in their capacity as executive officers of the Corporation, in their capacity as members of the Board, or as consultants or experts during the Corporation’s most recently completed financial year. The stock options issued to the NEO and directors of the Corporation were issued pursuant to the Corporation’s shareholder approved, rolling 10% stock option plan (the " Plan "), which such a plan being presented for approval at this year’s shareholder meeting. Please see “ Business of the Meeting - Approval of Stock Option Plan ” for specific details concerning the Plan.

Employment, Consulting and Management Agreements

During the financial year ended December 31, 2019, the Corporation did not enter into any employment, consulting and/or management agreements.

Oversight and Description of Director and Named Executive Officer Compensation

The determination of director and NEO compensation and how and when such compensation is to be determined is subject to the consideration of the Board, as disclosed in more detail below under "Corporate Governance".

During the financial year ended December 31, 2019, the Corporation did not provide any compensation to its NEO and directors except for the stock option grants described herein.

Pension Benefits

The Corporation does not provide any pension benefits to its NEO or directors.

AUDIT COMMITTEE

Audit Committee Charter

The charter for the Audit Committee of the Corporation's Board is attached to this Circular as Schedule "C".

Audit Committee Members

Mohammad Fazil, Sarshar Ahmad and Jonathan Gilbert are the members of the Audit Committee. Sarshar Ahmad and Jonathan Gilbert are considered by the Board to be "independent" and all three of the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements. Mohammad Fazil is not considered to be "independent" as he is the Corporation's President and Chief Executive Officer.

Relevant Education and Experience

All of the Audit Committee members are business persons with varying experience in financial matters; each has an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, internal controls and procedures necessary for financial reporting, which has been garnered from working in their individual fields of endeavour.

Mohammad Fazil, President, Chief Executive Officer, Promoter and Director

Mr. Fazil (Age: 57) has been active in venture capital for 20 years. Mr. Fazil is currently the President and a Director of Greenstone Capital Corp., a Capital Pool Company listed on the TSX Venture Exchange. He was previously the President and a Director of Bow Energy Ltd. (" Bow "), an international oil and gas company listed on the TSX Venture Exchange until March 2018, President, Chief Executive Officer and a Director of Harbour Star Capital Inc. (" Harbour Star "), a capital pool company listed on the TSX Venture Exchange until July 2018, Director of Eastwest Bioscience Inc. (formerly Harbour Star Capital) until December 2018 and President and Director of Fulucai Productions Ltd. (“ Fulucai ”), an oil and gas company listed on the OTCBB until March 2018. Prior to Bow, Fulucai and Harbour Star he was employed by boutique investment dealers in Canada as a corporate finance professional focusing on raising funding junior listed issuers on the TSX and TSX Venture Exchange.

Sarshar Ahmad, Director

Mr. Ahmad (Age: 54) was the Chief Executive Officer of Bow Energy Ltd., an international oil and gas company, until March 2018 and is currently President and a Director of Prospera Energy Inc., an oil and gas company listed on the TSX Venture Exchange. Mr. Ahmad has 20+ years of experience in the oil and gas industry. Most of his career was spent at Canadian Natural Resources Ltd. He has extensive experience in acquisition, evaluation and development of exploration blocks. His diversified experience also includes evaluation and development of unconventional and tight sand reservoirs. He has used his geological expertise in drilling operations and integration of new technology to improve efficiency of operations. Mr. Ahmad has a Masters in Geology from the University of Oslo, Norway.

Jonathan Gilbert, Director

Mr. Gilbert’s (Age: 48) professional experience spans two decades of corporate finance and technology start-up development. He is currently a director of Greenstar Biosciences Inc., a biotechnology company listed on the Canadian Securities Exchange. He was previously the Chairman, Chief Executive Officer and a Director of SOL Global Investments Corp. (formerly Scythian Biosciences Corp.), a biotechnology company listed on the Canadian Securities Exchange until August 2018. Mr. Gilbert is also the business development manager at Decision Nutrition, a multimedia nutrition consultancy company founded by his wife, Keren Gilbert. Prior to founding the Company, Mr. Gilbert served as President of New York-based Gilbert Capital Management Corp. for 14 years. Mr. Gilbert received his Bachelor of Business Administration from The George Washington University (BBA) and a Masters of Business Administration from Kennedy Western University (MBA).

Pre-Approved Policies and Procedures for Non-audit Services

The Corporation's Audit Committee Charter provides that the Audit Committee pre-approve all non-audit services to be provided to the Corporation by our external auditor.

External Auditor Service Fees

The table that follows sets out the aggregate fees billed by our external auditor, Manning Elliott LLP, Chartered Accountants, for services rendered to the Corporation during the year ended December 31, 2019.

Audit Fees ……………………………………………………… ………………… Audit-Related Fees ……………………………………………………… ………………… Tax Fees ……………………………………………………… ………………… Other ……………………………………………………… ………………… Note:	Fiscal period ended December 31, 2019
	$7,500(1) $nil $750 $nil

(1) This amount relates to preparation of audited financial statements and does not include applicable taxes.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed fiscal year ended December 31, 2019, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Exemptions and Exemptive Relief

As the Corporation is a "venture issuer" pursuant to relevant securities legislation, we are relying on the exemption in Section 6.1 of National Instrument 52-110 — Audit Committees (" NI 52-110 ") from the Audit Committee composition requirements of Part 3 and the reporting obligations of Part 5 of NI 52-110.

At no time since the commencement of the Corporation's most recently completed fiscal year ended December 31, 2019, has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

CORPORATE GOVERNANCE

As a Capital Pool Company pursuant to the policies of the Exchange, the Corporation has been in the process of identifying a business or assets to define its operations going forward. The Corporation’s corporate governance policies will be developed and refined after it completes a Qualifying Transaction.

Composition of Board of Directors

The Board of the Corporation facilitates its exercise of independent supervision over management by ensuring that there are directors on the Board who are independent of management. The Board, at present, is comprised of four directors, two of whom, Sarshar Ahmad and Jonathan Gilbert are considered to be independent of management. In determining whether a director is independent, the Board considers applicable securities legislation and stock exchange policies. On this basis, Mohammad Fazil, as President and Chief Executive Officer is not considered to be independent.

Board consideration and approval is required for all material contracts, business transactions and all debt and equity financing proposals. The Board delegates to management, through the President, Chief Executive Officer and Chief Financial Officer and Corporate Secretary, responsibility for meeting corporate objectives.

The directors believe that, at this early stage of the Corporation's development, the current composition of the Board adequately facilitates its exercise of independent supervision over management. The Board anticipates that, as the Corporation matures as a business enterprise, it will identify and may add additional qualified candidates that have experience relevant to the Corporation’s needs at such time.

Directorships

The following directors currently serve on the board of directors of the reporting issuers (or equivalent) listed below:

Name of Director,	Name of Reporting Issuer	Exchange	Position	Term
Officer or
Promoter
Mohammad Fazil	Greenstone Capital Corp.	TSXV	President and Director	January 2018 to Present
Eamon Hurley	Greenstone Capital Corp.	TSXV	Director	January 2018 to Present
Sarshar Ahmad	Prospera Energy Inc.	TSXV	President, Director	August 2019 to Present
Jonathan Gilbert	Greenstar Biosciences Corp.	CSE	Director	July 27, 2020 to Present

Orientation and Continuing Education

Given that the Corporation is a Capital Pool Company pursuant to the policies of the Exchange and does not have, as yet, business operations, as well as the fact that the current directors have prior experience from serving as directors of other public companies, the Corporation has not yet developed an official orientation or training program for new directors. As may be required in the future, new directors will have the opportunity to become familiar with the Corporation by meeting with the Board and with management. It is proposed that orientation activities, as required, will be tailored to the particular needs and experience of each director and the overall needs of the Board in the future.

Ethical Business Conduct

The Board monitors the ethical business conduct of the Corporation. The Board believes that the fiduciary duties placed on individual directors by our governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, are currently sufficient to promote a culture of ethical business conduct.

Nomination of Directors

As the Corporation progresses as a business enterprise, the Board plans to consider corporate objectives each year when it considers the number of directors to recommend to its shareholders for election at annual general meetings, taking into account the number required to carry out the Board’s duties effectively and to maintain diversity of view and experience. The Board has not, as yet, appointed a nominating committee and these functions are expected, in the near term, be performed by the Board as a whole.

Compensation

Since its incorporation and in accordance with Exchange Policy 2.4, the Corporation has not awarded any compensation to any of its executive officers, other than grants of incentive stock options pursuant to the Stock Option Plan. Going forward, the Board, or a committee of the Board, will be responsible for determining all forms of compensation to be awarded to our executive officers and to the directors, and for reviewing such arrangements to reflect the responsibilities, risks and objectives associated with each position.

Committees of the Board of Directors

As of the date of this Circular, our Board has appointed only one committee, the Audit Committee. See: Audit Committee .

Assessments

Given that the Corporation is a Capital Pool Company, the Board does not presently formally review the contributions of individual directors; however, it believes that its current size facilitates informal discussion and evaluation of members' contributions within that framework.

INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, or any shareholder holding more than 10% of the voting rights attached to the Common Shares or an associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation. There are potential conflicts of interest to which the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. In particular, certain of the directors and officers of the Corporation are involved in managerial and/or director positions with other companies whose operations may, from time to time, be in direct competition with those of the Corporation or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of the Corporation. Conflicts, if any, will be subject to the procedures and remedies available under the Business Corporations Act (Alberta) (the “ ABCA ”). The ABCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the ABCA.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

During the most recently completed financial year, no director, executive officer, employee, promoter, member of management, nominee for election as director of the Corporation, or any of their associates or affiliates, is or has been indebted to the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. A copy of this Circular is available to anyone, upon request, from Mohammad Fazil, President, Chief Executive Officer and Director of the Corporation at #122, 234 – 5149 Country Hills Blvd. NW, Calgary Alberta T3A 5K8 - telephone (403) 613-7310. All financial information in respect of the Corporation is provided in the comparative financial statements and management discussion and analysis for its recently completed financial year.

APPROVAL OF THE BOARD OF DIRECTORS

This Circular and the mailing of same to Shareholders have been approved by the Board. DATED the 6th day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

" Mohammad Fazil " (signed)

Name: Mohammad Fazil Title: President, Chief Executive Officer and a Director

SCHEDULE " A "

SPECIAL RESOLUTIONS

RESOLUTION APPROVING NAME CHANGE

“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(a) an amendment to the articles of the Corporation to change the name of the Corporation from "Elephant Hill Capital Inc." to such other name as the directors of the Corporation may in their sole discretion determine to be appropriate, and without further approval of the shareholders of the Corporation, is hereby authorized and approved.

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

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

RESOLUTION APPROVING CONSOLIDATION

“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(a) an amendment to the articles of the Corporation to provide that the authorized share capital of the Corporation be altered by consolidating all of the issued and outstanding common shares in the capital of the Corporation (the " Common Shares ") on the basis of up to five (5) pre-consolidation Common Shares for every one (1) post-consolidation Common Shares, or such other consolidation ratio as the directors of the Corporation may in their sole discretion determine to be appropriate, and without further approval of the shareholders of the Corporation, is hereby authorized and approved (the " Consolidation ").

(b) No fractional Common Shares shall be issued in connection with the Consolidation and, in the event a shareholder would otherwise be entitled to receive a fractional Common Share in connection with the Consolidation, the number of Common Shares to be received by such shareholder shall be rounded to the next lowest whole number of the Common Shares and no cash amount shall be payable in respect of such fractional shares.

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

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

SCHEDULE " B "

STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of Elephant Hill Capital Inc. (the “ Corporation ”) is to advance the interests of the Corporation and each Affiliate of the Corporation by encouraging the Directors, Consultants and Employees of the Corporation and its Affiliates to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its Affiliates and furnishing them with additional incentive in their efforts on behalf of the Corporation and its Affiliates.

2. Definitions

Unless otherwise defined in this Plan, all capitalized words shall have the meanings ascribed thereto in the policies of the TSX Venture Exchange Inc. (the “ Exchange ”), as such policies are from time to time amended or varied (the “ Policies ”).

3. Administration

The Plan shall be administered by the board of directors of the Corporation. A majority of the board of directors shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the board of directors shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the board of directors shall be binding and conclusive on the Optionees and on their legal personal representatives and beneficiaries.

Notwithstanding the foregoing or any other provision contained herein, the board of directors shall have the right to delegate the administration and operation of the Plan, in whole or in part, to a committee of the board of directors or to the President or any other officer of the Corporation. Whenever used herein, the term “board of directors” shall be deemed to include any committee or officer to which the board of directors has, fully or partially, delegated responsibility and/or authority relating to the Plan or the administration and operation of the Plan pursuant to this Section 3.

Each option granted hereunder shall be evidenced by an agreement, signed on behalf of the Corporation and by the Optionee, in such form as the directors shall approve. Each such agreement shall recite that it is subject to the provisions of the Plan.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the shares to be offered under the Plan shall consist of shares of the Corporation's authorized but unissued common shares (the “ Shares ”). The aggregate number of Shares to be delivered upon the exercise of all options granted under the Plan shall not exceed 10% of the issued Shares of the Corporation as at time of granting of options. If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purpose of the Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. Eligibility and Participation

Directors, Employees and Consultants of the Corporation and its Affiliates shall be eligible for selection to participate in the Plan. The board of directors shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, and the number of Shares to be subject to each option. An Optionee may, if he is otherwise eligible, and if permitted under the Policies, be granted an additional option or options if the directors shall so determine.

For options granted to Employees, Consultants or Management Company Employees, the Corporation shall represent in the agreement granting the option that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

7. Exercise Price

The exercise price of the Shares covered by each option shall be determined by the directors. The exercise price shall be not less than the price permitted by the Policies.

8. Number of Optioned Shares

The number of Shares subject to an option to an Optionee shall be determined in the resolution of the board of directors, provided that:

(a) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, no Optionee shall, during any 12 month period, be granted an option which exceeds 5% of the issued and outstanding Shares of the Corporation at the time of granting of the option, calculated at the date an option is granted to any such person;

(b) no one Consultant shall, during any 12 month period, be granted an option which exceeds 2% of the issued and outstanding Shares of the Corporation at the time of granting of the option;

(c) the aggregate number of options granted to all persons retained to provide Investor Relations Activities, including any Consultant that performs Investor Relations Activities and any Employee or Director whose role and duties primarily consist of Investor Relations Activities (each such person being referred to herein as an “ Investor Relations Provider ”), must not exceed 2% of the issued and outstanding Shares of the Corporation, during any 12 month period, calculated at the date an option is granted to any such person. In addition, options issued to Investor Relations Providers must vest in stages over a period of not less than 12 months with no more than ¼ of the options vesting in any three month period. Notwithstanding the foregoing, if the Shares of the Company are listed on the NEX board of the TSX Venture Exchange, no Options shall be granted to persons engaged in Investor Relations Activities; and

(d) unless the Corporation has obtained disinterested shareholder approval and meets applicable Exchange requirements, no options shall be granted to Insiders, as defined in the Exchange policies, if such grant could result in the Insiders, as a group, being granted, within a 12 month period, options to purchase a number of common shares exceeding 10% of the issued common shares of the Corporation, calculated at the date an option is granted to any Insider.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreements and shall be subject to earlier termination as provided in Sections 11, 12 and 15.

10. Option Period, Consideration and Payment

(a) The period within which such option shall be exercised (the “ Option Period ”) shall be a period of time fixed by the board of directors, not to exceed ten (10) years from the date the option is granted, provided that the Option Period shall be reduced with respect to any option as provided in Sections 11, 12 and 15.

(b) An option shall vest and may be exercised (in each case to the nearest full share) during the Option Period in such manner as the board of directors may fix by resolution. Options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period.

(c) The exercise of any option shall be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque, bank draft, or such other form of payment as shall be accepted by the Corporation, for the full purchase price of such Shares with respect to which the option is exercised plus payment of any required withholding tax (unless the Corporation has agreed to make alternative arrangements with the Optionee to cover the tax withholding obligation). No Optionee or his legal representatives, legatees or distributees shall be, or shall be deemed to be, a holder of any Shares subject to an option under the Plan, unless and until the certificates for such Shares are issued to him or them under the terms of the Plan.

(d) Should the expiry date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board. " Black Out Period " means the period during which the relevant Optionee is prohibited from exercising an Option due to trading restrictions imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that time.

11. Ceasing To Be a Director, Employee or Consultant

(a) If an Optionee ceases to be a Director, Employee, Consultant or Management Company Employee of the Corporation or any of its Affiliates for any reason (other than death), the Optionee may, within 90 days next succeeding the Optionee's ceasing to be in at least one of the foregoing categories, exercise the Optionee's option to the extent that the Optionee was entitled to exercise such option at the date of such cessation.

(b) If the Optionee who has been engaged in Investor Relations Activities shall cease to be employed to provide Investor Relations Activities for any reason (other than death), the Optionee may, within 90 days next succeeding the Optionee's ceasing to be employed to provide Investor Relations Activities, exercise the Optionee's option to the extent that the Optionee was entitled to exercise such option at the date of such cessation. Notwithstanding the foregoing, if the Shares of the Company are listed on the NEX board of the TSX Venture Exchange, no Options shall be granted to persons engaged in Investor Relations Activities.

(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Optionee any right with respect to continuance as a Director, Employee, Consultant or Management Company Employee of the Corporation or of any of its Affiliates.

12. Death of Optionee

In the event of the death of an Optionee, the Optionee's option shall be exercisable only within one year next succeeding such death and then only:

(a) by the person or persons to whom the Optionee's rights under the option shall pass by the Optionee's will or the laws of descent and distribution; and

(b) to the extent that the Optionee was entitled to exercise the option at the date of the Optionee's death.

13. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued.

14. Proceeds from Sale of Shares

The proceeds from sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the board of directors may determine and direct.

15. Adjustments

In the event that the outstanding Shares of the Corporation are changed into or exchanged for a different number or kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in the capital stock of the Corporation, then each Optionee shall thereafter upon the exercise of the option granted to him, be entitled to receive, in lieu of the number of Shares to which the Optionee was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the Optionee would have been entitled to receive as a result of any such event if, on the effective date thereof, the Optionee had been the holder of the Shares to which he was theretofore entitled upon such exercise.

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares of the Corporation or any part thereof shall be made to all holders of Shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each Optionee, to require the exercise of the option granted within the thirty (30) day period next following the date of such notice and to determine that upon the expiry of such thirty (30) day period, all rights of the Optionee to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

16. Transferability

All benefits, rights and options accruing to any Optionee in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of an Optionee any benefits, rights and options may only be exercised by the Optionee.

17. Amendment and Termination of Plan

The board of directors may, at any time, suspend or terminate the Plan. The board may also at any time amend or revise the terms of the Plan subject to the Policies; provided that no such amendment or revision shall alter the terms of any options theretofore granted under the Plan.

18. Reduction of Exercise Price

If the Corporation agrees to amend any option agreement by reduction of the exercise price of an option, and if the Optionee is an Insider at the time of the amendment, such amendment shall be subject to disinterested shareholder approval in accordance with the Policies.

19. Necessary Approvals

The obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Optionee for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Optionee.

20. Hold Period

The Exchange Hold Period (commencing on the date the stock options are granted), pursuant to the Policies, is required for all stock options granted to Insiders or for any stock options granted at any discount to the Market Price. All such Options shall be legended with the Exchange Hold Period.

21. Effective Date of Plan

The Plan has been adopted by the board of directors of the Corporation subject to the approval of the TSX Venture Exchange and, if so approved, the Plan shall become effective upon such approval being obtained, subject to disinterested shareholder approval being obtained in accordance with the Policies.

22. Interpretation

The Plan will be governed by and construed in accordance with the laws of Canada and of the Province of Alberta.

SCHEDULE "C"

ELEPHANT HILL CAPITAL INC.

(the " Corporation ")

AUDIT COMMITTEE CHARTER

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

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

(a) reviewing the Corporation's financial statements, MD&A and earnings press releases before the information is publicly disclosed;
(b) overseeing the work of the external auditors engaged for purpose of preparing or issuing, an audit report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting;
(c) reviewing annually and recommending to the Directors:

(i) the external auditors to be nominated for purposes of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; and

(ii) the compensation of the external auditors.
(d) discussing with the external auditor:
(i) the scope of the audit, in particular their view of the quality of the Corporation's accounting principles as applied in the financials in terms of disclosure quality and evaluation methods, inclusive of the clarity of the Corporation's financial disclosure and reporting, degree of conservatism or aggressiveness of the Corporation's accounting principles and underlying estimates and other significant decisions made by management in preparing the financial disclosure and reviewed by the auditors;
(ii) significant changes in the Corporation's accounting principles, practices or policies; and
(iii) new developments in accounting principles, reporting matters or industry practices which may materially affect the Corporation.
(e) reviewing with the external auditor and the Corporation's senior financial management the results of the annual audit regarding:
(i) the financial statements;
(ii) MD&A and related financial disclosure contained in continuous disclosure documents;
(iii) significant changes, if any, to the initial audit plan;
(iv) accounting and reporting decisions relating to significant current year events and transactions;
(v) the management letter, if any, outlining the auditor's findings and recommendations, together with management's response, with respect to internal controls and accounting procedures; and
(vi) any other matters relating to the conduct of the audit, including such other matters which should be communicated to the Audit Committee under Canadian generally accepted auditing standards.
(f) reviewing and discussing with the Corporation's senior financial management and, if requested by the Audit Committee, the external auditor:
(i) the interim financial statements;
(ii) the interim MD&A; and
(iii) any other material matters relating to the interim financial statements, including, inter alia, any significant adjustments, management judgments or estimates, new or amended accounting policies.
(g) receipt from external auditor of a formal written statement delineating all relationships between the auditor and the Corporation and considering whether the advisory services performed by the external auditor during the course of the year have impacted their independence, and also ensuring that no relationship or services between ) the external auditor and the Corporation is in existence which may affect the objectivity and independence of the auditor or recommending appropriate action to ensure the independence of the external auditor.
(h) pre-approval of all non-audit services to be provided to the Corporation or its subsidiary entities by the external auditors or the external auditors of the Corporation's subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit committee.
(i) reviewing and discussing with the external auditors and senior financial management: the adequacy of procedures for review of disclosure of financial information extracted or derived from financial statements, other than the disclosure referred to in subparagraph (a) above.
(j) establishing and reviewing of procedures for:
(i) receipt, retention and treatment of complaints received by the Corporation and its subsidiary entities regarding internal accounting controls, or auditing matters;
(ii) anonymous submission by employees of the Corporation and its subsidiary entities of concerns regarding questionable accounting or auditing matters; and
(iii) hiring policies regarding employees and former employees of present and former external auditors of the Corporation and its subsidiary entities.
(k) reviewing with the external auditor, the adequacy of management's internal control over financial reporting relating to financial information and management information systems and inquiring of management and the external auditor about significant risks and exposures to the Corporation that may have a material adverse impact on the Corporation's financial statements, and inquiring of the external auditor as to the efforts of management to mitigate such risks and exposures.
(l) reviewing and/or considering that, with regard to the previous fiscal year,
(i) management has reviewed the Corporation's audited financial statements with the Audit Committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the financial statements;
(ii) the external auditors and the Audit Committee have discussed the external auditors' judgments of the quality of the accounting principles applied and the type of judgments made with respect to the Corporation's financial statements;
(iii) the Audit Committee, on its own (without management or the external auditors present), has considered and discussed all the information disclosed to the Audit Committee from the Corporation's management and the external auditor; and
(iv) in reliance on review and discussions conducted with senior financial management and the external auditors, the Audit Committee believes that the Corporation's financial statements are fairly presented in conformity with Canadian Generally Accepted Accounting Principles (GAAP) in all material respects and that the financial statements fairly reflect the financial condition of the Corporation.
Administrative Matters : The following general provisions shall have application to the Audit Committee:
(a) A quorum of the Audit Committee shall be the attendance of a majority of the members thereof, provided that at least one member in attendance is a Canadian resident. No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present or by a resolution in writing signed by all the members of the Audit Committee.
(b) Any member of the Audit Committee may be removed or replaced at any time by resolution of the Directors of the Corporation. If and whenever a vacancy shall exist on the Audit Committee, the remaining

members may exercise all its powers so long as a quorum remains. Subject to the foregoing, each member of the Audit Committee shall hold such office until the close of the annual meeting of shareholders next following the date of appointment as a member of the Audit Committee or until a successor is duly appointed.

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

SCHEDULE "D"

PROPOSED FIXED STOCK OPTION PLAN

ELEPHANT HILL CAPITAL INC.

(the " Corporation ")

1. PURPOSE OF THE PLAN

Unless otherwise defined in the TSX Policies, all capitalized terms are as defined below.

The Corporation hereby establishes a fixed stock option plan for directors, senior officers, Employees, Management Corporation Employees and Consultants of the Corporation and its subsidiaries (collectively " Eligible Persons "), to be known as the "Fixed Stock Option Plan" (the " Plan "). The purpose of the Plan is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success of the Corporation by granting to such individuals Options, to buy Shares of the Corporation at a price equal to the Market Price prevailing on the Grant Date less applicable discount, if any, permitted by TSX Policies and approved by the Board.

2. DEFINITIONS

In this Plan, the following terms shall have the following meanings:

2.1 " Board " means the Board of Directors of the Corporation.

2.2 " Change of Control " means the acquisition by any person or by any person and all Joint Actors (as defined in the Securities Act ), whether directly or indirectly, of voting securities of the Corporation, which, when added to all other voting securities of the Corporation at the time held by such person or by such person and a Joint Actor, totals for the first time not less than twenty percent (20%) of the outstanding voting securities of the Corporation or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Corporation.

2.3 " Corporation " means Elephant Hill Capital Inc.
2.4 " Consultant " means a "Consultant" as defined in the TSX Policies.
2.5 " Consultant Corporation " means a "Consultant Corporation" as defined in the TSX Policies.

2.6 " Disability " means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

(a) being employed or engaged by the Corporation, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Corporation or its subsidiaries; or
(b) acting as a director or officer of the Corporation or its subsidiaries.
2.7 " Discounted Market Price " of Shares means, if the Shares are listed only on the TSX Venture Exchange, the Market Price less the maximum discount permitted under the TSX Policy applicable to Options.
2.8 " Distribution " means a "Distribution" as defined in the TSX Policies.
2.9 " Eligible Persons " has the meaning given to that term in section 1 hereof.
2.10 " Employee " means an "Employee" as defined in the TSX Policies.

2.11 " Exchange " means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.

2.12 " Expiry Date " means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

2.13 " Grant Date " means the date specified in an Option Agreement as the date on which an Option is granted.

2.14 " Insider " means an "Insider" as defined in the TSX Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation.

2.15 " Investor Relations Activities " means "Investor Relations Activities" as defined in the TSX Policies.

2.16 " Joint Actor " means a person acting "jointly or in concert with" another person as that phrase is interpreted in the Securities Act.

2.17 " Management Corporation Employee " means a "Management Corporation Employee" as defined in the TSX Policies.

2.18 " Market Price " of Shares at any Grant Date means the last closing price per Share on the trading day immediately preceding the day on which the Corporation announces the grant of the option or, if the grant is not announced, on the Grant Date, or if the Shares are not listed on any stock exchange, "Market Price" of Shares means the price per Share on the over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date.

2.19 " Option " means an option to purchase Shares granted pursuant to this Plan.

2.20 " Option Agreement " means an agreement, as approved by the Board from time to time, whereby the Corporation grants to an Optionee an Option.

2.21 " Optionee " means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

2.22 " Option Price " means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.

2.23 " Option Shares " means the aggregate number of Shares which an Optionee may purchase under an Option.

2.24 " Plan " has the meaning given to that term in section 1 hereof.

2.25 " Securities Act " means the Securities Act (Alberta) as amended and supplemented from time to time.

2.26 " Shares " means the common shares in the capital of the Corporation as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

2.27 " TSX Policies " means the policies included in the Exchange’s Corporate Finance Manual and "TSX Policy" means any one of them.

2.28 " Unissued Option Shares " means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

2.29 "Vesting" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

3. GRANT OF OPTIONS

3.1 Price and Term

The Board may from time to time authorize the issue of Options to Eligible Persons of the Corporation and its subsidiaries. The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date. Options shall not be assignable (or transferable) by the Optionee.

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, if applicable. For greater certainty, if the Corporation is listed on the Exchange, the maximum term may not exceed 10 years.

Should the expiry date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board.

"Black Out Period" means the period during which the relevant Participant is prohibited from exercising an Option due to trading restrictions imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that time.

3.2 Limits on Shares Issuable on Exercise of Options

The number of Shares reserved for issuance under the Plan in aggregate shall be fixed by the Board following the closing of a Qualifying Transaction (as defined in Policy 2.4 of the Exchange) by the Corporation, and such number shall be fixed at the sole discretion of the Board and in accordance with TSXV Policies,

The number of Options which may be granted under the Plan (calculated at the Grant Date), within a 12 month period:

(a) to any one Optionee, shall not exceed 5% of the total number of issued and outstanding Shares on a nondiluted basis; and
(b) to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis, unless disinterested shareholder approval was obtained for this Plan.
(c) to any one Consultant shall not exceed 2% of the total number of issued and outstanding Shares on a nondiluted basis; and
(d) all Eligible Persons who undertake Investor Relations Activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on a non-diluted basis.

3.3 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Corporation the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. For Options to Employees, Consultants, Consultant Companies or Management Corporation Employees, the Corporation is representing herein and in the applicable Stock Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Corporation or Management Corporation Employee, as the case may be, of the Corporation or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

Subject to sections 4.3, 4.5 and 4.6, an Option may be exercised to purchase any number of Option Shares up to the number of Unissued Option Shares at any time after the Grant Date up to 4:00 p.m. local time on the Expiry Date and shall not be exercisable thereafter.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Corporation a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment there shall be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's cheque payable to the Corporation in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Termination of Employment

In the following cases, an Option shall be exercisable as follows:

(a) Death of Eligible Person

Subject to a shorter period stated in agreements representing an option, and notwithstanding section 4.3(b), in the event of the death of a Eligible Person, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(i) by the person or persons to whom the Eligible Person's rights under the option shall pass by the Eligible Person's shall or the laws of descent and distribution; and
(ii) if and to the extent that such Eligible Person was entitled to exercise the Option at the date of his death.

(b) Ceasing To Be a Director, Officer, Consultant or Employee

Subject to section 4.3(a), if a Eligible Person shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Corporation Employee, for any reason (other than death), such Eligible Person may exercise his option to the extent that the Eligible Person was entitled to exercise it at the date of such cessation, provided that such option or portion of the option has vested, and provided that such exercise must occur within 60 days after the Eligible Person ceases to be a director, officer, consultant, employee or a Management Corporation Employee, subject to extension at the discretion of the Board, unless such Eligible Person was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Eligible Person's services to the Corporation, subject to extension at the discretion of the Board.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Eligible Person any right with respect to continuance as a director, officer, consultant, employee or Management Corporation Employee of the Corporation or of any of its subsidiaries or affiliates.

4.4 Vesting of Option Shares

Except as set out in Section 4.7 below, any Options granted under the Fixed Stock Option Plan to persons who do not perform Investor Relations Activities for the Corporation shall vest over a three-year period as to 10% vesting immediately, 10% six months from grant date and 20% every six months thereafter, unless the Board, in its sole discretion, determines otherwise, which Options may contain a longer vesting period, a shorter vesting period or no vesting period at all.

Options granted to Consultants performing Investor Relations Activities shall vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

4.5 Effect of a Take-Over Bid

If a bona fide offer ( an " Offer ") for Shares is made to the Optionee or to shareholders of the Corporation generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation, within the meaning of subsection 1(1) of the Securities Act, the Corporation shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein; or
(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised. If any Option Shares are returned to the Corporation under this paragraph 4.5, the Corporation shall immediately refund the exercise price to the Optionee for such Option Shares.

4.6 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options shall either be exercised or shall expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Directors shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days and not more than 35 days' notice is required.

4.7 Effect of a Change of Control

If a Change of Control occurs, all unvested Options granted to Eligible Persons who do not perform Investor Relations Activities shall vest immediately.

4.8 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee, or, in the case of a Management Corporation Employee or a Consultant Corporation, the Optionee's employer, retires, resigns or is terminated from employment or engagement with the Corporation or any subsidiary of the Corporation, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.9 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

Whenever the Corporation issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a " Share Reorganization ") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

(a) the Option Price shall be adjusted to a price per Share which is the product of:
(i) the Option Price in effect immediately before that effective date or record date; and
(ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and
(b) the number of Unissued Option Shares shall be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii).

5.2 Special Distribution

Subject to the prior approval of the Exchange, whenever the Corporation issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a) shares of the Corporation, other than the Shares;
(b) evidences of indebtedness;
(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or
(d) rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such nonexcluded events being herein called a " Special Distribution "), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price shall be reduced, and the number of Unissued Option Shares shall be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Corporation, other than as described in sections 5.1 or 5.2;
(b) a consolidation, merger or amalgamation of the Corporation with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or
(c) a transaction whereby all or substantially all of the Corporation's undertaking and assets become the property of another corporation;

(any such event being herein called a " Corporate Reorganization ") the Optionee shall have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and shall accept on the exercise of such option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Directors.

5.4 Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Corporation’s auditor, or, if they decline to so act, any other firm of Chartered Accountants in Calgary, Alberta, that the Directors may designate and who shall have access to all appropriate records and such determination shall be binding upon the Corporation and all Optionees.

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction.

6. MISCELLANEOUS

6.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Corporation or any subsidiary of the Corporation or interfere in any way with the right of the Corporation or any subsidiary of the Corporation to terminate such employment.

6.2 Necessary Approvals

The Plan shall be effective only upon the approval of the shareholders of the Corporation given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercised upon the receipt of such approval. Disinterested shareholder approval (as required by the Exchange) shall be obtained for any reduction in the exercise price of any Option granted under this Plan if the Optionee is an Insider of the Corporation at the time of the proposed amendment. The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchange and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Option Price paid by an Optionee to the Corporation shall be immediately refunded to the Optionee by the Corporation.

6.3 Administration of the Plan

The Directors shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by the Directors shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

6.4 Income Taxes

In accordance with recent Canada Revenue Agency legislation, the Corporation is required to remit withholdings on the benefit realized as a result of the stock option exercise by certain Optionees.

As a condition of and prior to participation in the Plan, all Optionees acknowledge and agree that, if applicable, the Optionee shall remit to the Corporation the amount of withholdings to be forwarded to any taxing authority concurrently with the funds for the option exercise. Further, the Optionee shall supply his or her social insurance number to the Corporation and authorize the Corporation to calculate the amount of the remittance and remit same on his or her behalf.

As a condition of and prior to participation in the Plan any Optionee may on request authorize the Corporation in writing to withhold from any remuneration otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Plan.

6.5 Amendments to the Plan

The Directors may from time to time, subject to applicable law and to the prior approval, if required, of the Exchange or any other regulatory body having authority over the Corporation or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

6.6 Form of Notice

A notice given to the Corporation shall be in writing, signed by the Optionee and delivered to the head business office of the Corporation.

6.7 No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

6.8 Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Corporation or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

6.9 No Assignment

No Optionee may assign any of his or her rights under the Plan or any option granted thereunder.

6.10 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Corporation in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering).

6.11 Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

6.12 Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the province of Alberta.

6.13 Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time shall be deemed to be or to operate as a waiver of the essentiality of time.

6.14 Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Corporation and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

AI assistant

Real Luck Group Ltd. — Proxy Solicitation & Information Statement 2020

47556_rns_2020-10-16_52f3380a-315f-490e-b0fa-ef5cbc73a4f0.PDF

ELEPHANT HILL CAPITAL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

ELEPHANT HILL CAPITAL INC.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

Deposit of Proxy

Revocation of Proxies

Exercise of Discretion

Non-Registered Holders

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instructions form is to be delivered.

Voting Shares and Principal Holders

BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Nominees for Election

3. RE-APPOINTMENT AND REMUNERATION OF AUDITORS

4. APPROVAL OF STOCK OPTION PLAN

Summary of Stock Option Plan

5. SPECIAL RESOLUTIONS

Name Change

Consolidation

6. APPROVAL OF PROPOSED FIXED STOCK OPTION PLAN

Summary of Proposed Fixed Stock Option Plan

7. OTHER BUSINESS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

STATEMENT OF EXECUTIVE COMPENSATION

Summary Compensation Table

Stock Options and Other Compensation Securities Table

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Pension Benefits

AUDIT COMMITTEE

Audit Committee Charter

Audit Committee Members

Relevant Education and Experience

Mohammad Fazil, President, Chief Executive Officer, Promoter and Director

Sarshar Ahmad, Director

Jonathan Gilbert, Director

Pre-Approved Policies and Procedures for Non-audit Services

External Auditor Service Fees

Audit Committee Oversight

Reliance on Exemptions and Exemptive Relief

CORPORATE GOVERNANCE

Composition of Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Committees of the Board of Directors

Assessments

INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD OF DIRECTORS

BY ORDER OF THE BOARD OF DIRECTORS

SCHEDULE " A "

SPECIAL RESOLUTIONS

RESOLUTION APPROVING NAME CHANGE

“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

RESOLUTION APPROVING CONSOLIDATION

“BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

SCHEDULE " B "

STOCK OPTION PLAN

1. Purpose

2. Definitions

3. Administration

4. Shares Subject to Plan

5. Maintenance of Sufficient Capital

6. Eligibility and Participation

7. Exercise Price

8. Number of Optioned Shares

Real Luck Group Ltd. Proxy Solicitation & Information Statement 2020