Rivalry Corp. - AGM Information 2021

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PMML CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING TO BE HELD ON SEPTEMBER 20, 2021 AND MANAGEMENT INFORMATION CIRCULAR

August 26, 2021

PMML CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting of the shareholders (the “ Meeting ”) of PMML Corp. (the “ Corporation ”) will be held on September 20, 2021 at 10:00 a.m. (Toronto time).

The Meeting is being held for the following purposes:

a) to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020, together with the auditors' report thereon;
b)
to elect the directors of the Corporation for the ensuing year;
c) to re-appoint Macias Gini & O’Connell LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation (the “ Board ”) to fix their remuneration and terms of engagement;
d) to consider and if deemed advisable, pass a special resolution approving an amendment to the articles of the Corporation (the “ Articles ”) to remove the restrictions on transfer contemplated therein;
e) to consider and, if deemed advisable, pass a special resolution approving one or more amendments to the Articles for one or more future consolidations of the Corporation's issued and outstanding shares on the basis of consolidation ratios to be selected by the Board in its sole discretion of up to five pre-consolidation shares for one post-consolidation share;
f) to consider and, if deemed advisable, pass a special resolution (the “ Dual Class Share Resolution ”) approving one or more amendments to the Articles to create a new class of shares designated as new subordinate voting shares (the “ New Subordinate Voting Shares ”) and a new class of shares designated as new multiple voting shares (the “ New Multiple Voting Shares ”), and to re-designate each outstanding (i) common share of the Corporation as a New Subordinate Voting Share; and (ii) Class “A” share of the Corporation as a New Multiple Voting Share (the “ Dual Class Structure ”);
g) to consider and, if deemed advisable, pass an ordinary resolution approving, confirming and ratifying the Corporation’s equity incentive plan (the “ Equity Incentive Plan ”);
h) to ratify and approve the grant of: (i) 1,439,555 options to purchase shares of the Corporation which have been granted to; (ii) 14,433,310 restricted share units which have been granted to; and (iii) 10,558,307 restricted shares which have been approved for grant by the board of directors of the Corporation to, certain employees, officers and directors of the Corporation and its affiliates under the Equity Incentive Plan;
i) to consider and if deemed advisable, pass, with or without variation, a special resolution approving an amendment to the Articles to change its name from “PMML Corp.” to “Rivalry Corp.” or such other similar name as may be determined by the Board;
j) to consider and if deemed advisable, pass an ordinary resolution, ratifying, confirming and approving the amendments to certain share purchase warrants of the Corporation; and
k) to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
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This year as a result of the public health impact of COVID-19 and to mitigate risks to the health and safety of our community, shareholders, employees and other stakeholders, we will hold the Meeting in a virtual only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/227206084 (password: pmml2021 ). At this website, shareholders will be able to hear the Meeting live, submit questions and vote their shares while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our shareholders by allowing shareholders that might not otherwise be able to travel to a physical meeting to attend online and minimizes the health risk that may be associated with large gatherings.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/227206084. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting, but will not be able to vote at the Meeting. Please refer to the voting instructions provided in the “ General Proxy Information ” section of the management information circular dated August 26, 2021 (the “ Information Circular ”).

The Information Circular provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is August 20, 2021 (the “ Record Date ”). Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the “ Proxy ”) for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy and Information Circular.

- If you are a non registered beneficial shareholder , a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your shares. Non-registered beneficial shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

Registered shareholders have the right to dissent with respect to the Dual Class Share Resolution and, if the Dual Class Structure becomes effective, to be paid the fair value of their shares in accordance with the provisions of Section 185 of the Business Corporations Act (Ontario) (the “ OBCA ”). A registered shareholder wishing to exercise the right of dissent with respect to the Dual Class Structure must send to the Corporation a written objection to the Dual Class Share Resolution, which written objection must be received by the Corporation at 116 Spadina Avenue Suite 701 Toronto, ON Canada M5V 2K6, Attention: Steven Salz, or by email to [email protected], with a copy to Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1, Attention: Eric Foster, or by email to [email protected], not later than 10:00 a.m. (Toronto time) two (2) business days prior to the date of the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the dissent procedures prescribed by the OBCA. A shareholder’s right to dissent is more particularly described in the Information Circular under the heading “Particulars of Matters to be Acted Upon – Approval of Dual Class Voting

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Structure – Dissent Rights”. A copy of the text of Section 185 of the OBCA are set forth in Appendix “C” to the Information Circular.

DATED at Toronto, Ontario this 26[th] day of August, 2021.

BY ORDER OF THE BOARD

(signed) “ Steven Salz ”

Chief Executive Officer and Director

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GENERAL PROXY INFORMATION ............................................................................................................. 1 Solicitation of Proxies ................................................................................................................................ 1 Voting at the Meeting ................................................................................................................................ 1 Non-registered Shareholders .................................................................................................................... 2 Participating in the Meeting ....................................................................................................................... 3 Appointment of Proxyholders .................................................................................................................... 4 Revocation of Proxy .................................................................................................................................. 4 Voting of Proxies and Discretion Thereof ................................................................................................. 5 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ................................................................ 5 Subordinate Voting Shares ....................................................................................................................... 5 Multiple Voting Shares .............................................................................................................................. 6 Record Date and Principal Shareholders .................................................................................................. 6 PARTICULARS OF MATTERS TO BE ACTED UPON ................................................................................ 7 Presentation of Financial Statements ....................................................................................................... 7 Election of Directors .................................................................................................................................. 7 Appointment of Auditors .......................................................................................................................... 11 Approval of Transfer Restriction Amendment ......................................................................................... 11 Approval of Share Consolidation............................................................................................................. 12 Approval of Dual Class Voting Structure ................................................................................................. 18 Approval of Equity Incentive Plan ........................................................................................................... 27 Ratification of Awards under the Equity Incentive Plan .......................................................................... 29 Approval of Name Change ...................................................................................................................... 31 Approval of Warrant Amendments .......................................................................................................... 32 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .......................................................... 33 Aggregate Indebtedness ......................................................................................................................... 33 Indebtedness of Directors and Executive Officers Under (1) Securities Purchase and (2) Other Programs ................................................................................................................................................. 33 SECURITY BASED COMPENSATION ARRANGEMENTS ....................................................................... 34 Equity Compensation Plan Information ................................................................................................... 34 Summary of Terms and Conditions of the Equity Incentive Plan ............................................................ 34 Restricted Awards ................................................................................................................................... 35 STATEMENT OF EXECUTIVE COMPENSATION .................................................................................... 37 Compensation Discussion and Analysis ................................................................................................. 37 Compensation of NEOs and Directors, Excluding Compensation Securities ......................................... 38 Employee Agreements and Termination and Change of Control Benefits ............................................. 38 Outstanding Security-Based Awards ...................................................................................................... 39 External Management Companies .......................................................................................................... 40

Directors and Officers Liability Insurance ............................................................................................... 40 STATEMENT OF CORPORATE GOVERNANCE ...................................................................................... 40 Board of Directors ................................................................................................................................... 40 Directorships ........................................................................................................................................... 42 Orientation and Continuing Education .................................................................................................... 42 Ethical Business Conduct ....................................................................................................................... 42 Nomination of Directors ........................................................................................................................... 43 Compensation ......................................................................................................................................... 43 Audit Committee ...................................................................................................................................... 44 Composition of the Audit Committee....................................................................................................... 44 Relevant Education and Experience ....................................................................................................... 44 Reliance on Certain Exemptions ............................................................................................................. 44 Pre-Approval Policies and Procedures ................................................................................................... 44 External Auditors Service Fees (By Category) ....................................................................................... 45 Exemption ............................................................................................................................................... 45 Assessments ........................................................................................................................................... 45 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ................ 45 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................ 45 ADDITIONAL INFORMATION .................................................................................................................... 46 Appendix “A” – Equity Incentive Plan ........................................................................................................ A-1 Appendix “B” – Audit Committee Charter .................................................................................................. B-1 Appendix “C” – Section 185 of the OBCA ................................................................................................. C-1 Appendix “D” – Share Terms .................................................................................................................... D-1

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PMML CORP. (“PMML” or the “Corporation”)

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “ Information Circular ”) is dated August 26, 2021 and is furnished in connection with the solicitation of proxies by and on behalf of management of the Corporation (“ Management ”) for use at the annual general and special meeting (the “ Meeting ”) of holders (collectively, the “ Shareholders ”) of common shares (the “ Subordinate Voting Shares ”) and Class “A” voting shares (the “ Multiple Voting Shares ” and together with the Subordinate Voting Shares, the “ Shares ”) of the Corporation to be held virtually at https://web.lumiagm.com/227206084 on September 20, 2021 at 10:00 a.m. (Toronto time) for the purposes set out in the notice of Meeting (the “ Notice ”) accompanying this Information Circular.

All dollar amounts herein are expressed in Canadian dollars unless otherwise indicated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

Solicitation of proxies for the Meeting will be primarily by mail, the cost of which will be borne by the Corporation. Proxies may also be solicited personally by employees of the Corporation at nominal cost to the Corporation. In some instances, the Corporation has distributed copies of the Notice, the Information Circular, and the accompanying form of proxy (the “ Proxy ”, and collectively with the Notice and Information Circular, the “ Documents ”) to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively “ Intermediaries ”, and each an “ Intermediary ”) for onward distribution to Shareholders whose Shares are held by or in the custody of those Intermediaries (“ Non-registered Shareholders ”). The Intermediaries are required to forward the Documents to Non-registered Shareholders.

Solicitation of proxies from Non-registered Shareholders will be carried out by Intermediaries, or by the Corporation if the names and addresses of Non-registered Shareholders are provided by the Intermediaries.

Voting at the Meeting

A Shareholder of record (a “ Registered Shareholder ”), or a Non-registered Shareholder who has appointed themselves or a third party proxyholder to represent him, her or it at the Meeting, will appear on a list of Shareholders prepared by Odyssey Transfer Inc. (“ Odyssey ”). Each Registered Shareholder or proxyholder will be required to enter the control number provided by Odyssey at https://web.lumiagm.com/227206084 (password: “ pmml2021 ”) prior to the start of the Meeting to have his, her or its Shares voted at the Meeting. In order to vote, Non-registered Shareholders who appoint themselves as a proxyholder MUST register with Odyssey at [email protected] after submitting

their voting instruction form in order to receive a control number (please see the information under “ Appointment of Proxyholders ” below for details).

Registered Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://web.lumiagm.com/227206084.

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking “ I have a control number ” and entering a control number and password before the start of the Meeting.

Registered Shareholders – The 12-digit control number located on the Proxy or in the email notification received by such Shareholder is the control number and the password is “ pmml2021 ” (case sensitive).
Duly appointed proxyholders – Odyssey will provide the proxyholder with a control number after the voting deadline has passed. The password to the Meeting is “ pmml2021 ” (case sensitive).

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-registered Shareholders who have not appointed themselves may attend the Meeting by clicking “ I am a guest ” and completing the online form.

Shareholders may appoint a third party proxyholder to represent them at the Meeting. Shareholders wishing to do so must submit their Proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted his, her or its Proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a control number to participate in the Meeting . To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey with their proxyholder's contact information, the number of Shares allocated to such proxyholder, the name in which the Shares are registered if they are a Registered Shareholder, or name of the broker where the Shares are held if a Non-registered Shareholder, so that Odyssey may provide the proxyholder with a control number via email.

It is important to be connected to the internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, Registered Shareholders must have a valid 12-digit control number and proxyholders must have received an email from Odyssey containing a control number.

Non-registered Shareholders

Non-registered Shareholders who have received the Documents from their Intermediary should, other than as set out herein, follow the directions of their Intermediary with respect to the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:

be provided with a form of proxy executed by the Intermediary but otherwise uncompleted. The Non-registered Shareholder may complete the proxy and return it directly to Odyssey; or
be provided with a request for voting instructions. The Intermediary is required to send the Corporation an executed form of proxy completed in accordance with any voting instructions received by the Intermediary.
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If you are a Non-registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Documents to you directly, the Corporation (and not your Intermediary) has assumed responsibility for (i) delivering the Documents to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Participating in the Meeting

The Meeting will be hosted online by way of a live audiocast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the Meeting is provided below. The Meeting will begin at 10:00 a.m. (Toronto time) on September 20, 2021.

Registered Shareholders that have a 12-digit control number, along with duly appointed proxyholders who were assigned a control number by Odyssey (see details under “ Appointment of Proxyholders ”), will be able to vote and submit questions during the Meeting. To do so, please go to https://web.lumiagm.com/227206084 prior to the start of the Meeting to login. Click on “I have a control number” and enter your 12-digit control number along with the password ““ pmml2021 ” (case sensitive). Non-Registered Shareholders who have not appointed themselves to vote at the Meeting may login as a guest by clicking on “I am a guest” and completing the online form. Guests will not be able to vote at the Meeting.
United States Non-registered Shareholders: To attend and vote at the Meeting, you must first obtain a valid legal proxy from your Intermediary and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with these Meeting materials, or contact your Intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your Intermediary, to then register to attend the Meeting, you must submit a copy of your legal proxy to Odyssey. Requests for registration should be directed to Odyssey Transfer Inc., Trader’s Bank Building, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8.
Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. (Toronto time) on September 16, 2021. You will receive a confirmation of your registration by email after your registration materials have been received. You may attend the Meeting and vote your Shares at https://web.lumiagm.com/227206084 (password: “ pmml2021 ”) during the Meeting. Any appointees must reach out to Odyssey in advance of the Meeting (at the latest, 48 hours excluding Saturdays, Sundays and statutory holidays in the Province of Ontario before the Meeting). They must complete the Request for Control Number form and email it to [email protected] in advance of the meeting.
Non-registered Shareholders who do not have a 12-digit control number will only be able to attend as a guest which allows such persons to listen to the Meeting, however, such Non-registered Shareholders will not be able to vote or submit questions.
If you are using a 12-digit control number to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, please log in as a guest.
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If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Appointment of Proxyholders

The persons named in the enclosed Proxy (the “ Management Designees ”) are directors and/or officers of the Corporation. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE PROXY INSTRUMENT either by striking out the names of the persons designated in the Proxy and by inserting the name of the person or company to be appointed in the space provided in the Proxy or by completing another proper form of proxy.

Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting must submit their Proxy or voting instruction form (if applicable) prior to registering their proxyholder. Registering a proxyholder is an additional step once the Proxy or voting instruction form have been submitted. Failure to register the proxyholder will result in the proxyholder not receiving a control number to participate in the Meeting. To register a proxyholder, shareholders MUST send an email no later than 10:00 a.m. (Toronto time) on September 16, 2021 to [email protected] and provide Odyssey with their proxyholder's contact information, the number of Shares allocated to such proxyholder, the name in which the Shares are registered if they are a Registered Shareholder, or name of the broker where the Shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a control number via email.

A Proxy can be submitted to Odyssey either in person, or by mail or courier, to Odyssey Transfer Inc., Trader’s Bank Building, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8. The Proxy must be deposited with Odyssey by no later than 10:00 a.m. (Toronto time) on September 16, 2021 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment(s) or postponement(s) to the Meeting. If a Shareholder who has submitted a Proxy attends the Meeting and has accepted the terms and conditions when entering the Meeting, any votes cast by such Shareholder on a ballot will be counted and the submitted Proxy will be disregarded.

Without a control number, proxyholders will not be able to vote at the Meeting.

Revocation of Proxy

A Registered Shareholder who has given a proxy pursuant to this solicitation may revoke it at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof at which the proxy is to be used:

(a) by an instrument in writing executed by the Shareholder or by his, her or its attorney authorized in writing and either delivered to the attention of the Corporate Secretary of the Corporation c/o Odyssey Transfer Inc., Trader’s Bank Building, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8;
(b) by delivering written notice of such revocation to the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof;
(c) by attending the Meeting and voting the Shares; or
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(d) in any other manner permitted by law.

Non-registered Shareholders who wish to change their vote must contact their Intermediary to discuss their options well in advance of the Meeting.

Voting of Proxies and Discretion Thereof

Shares represented by properly executed proxies in favour of persons designated in the printed portion of the enclosed Proxy WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE RE-APPOINTMENT OF MACIAS GINI & O’CONNELL LLP, AS THE AUDITORS OF THE CORPORATION AND FOR THE AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD”) TO FIX THE AUDITORS' REMUNERATION AND TERMS OF ENGAGEMENT, FOR THE TRANSFER RESTRICTION AMENDMENT (AS DEFINED HEREIN), FOR THE SHARE CONSOLIDATION RESOLUTION (AS DEFINED HEREIN), FOR THE DUAL CLASS SHARE RESOLUTION (AS DEFINED HEREIN), FOR THE EQUITY INCENTIVE PLAN RESOLUTION (AS DEFINED HEREIN), FOR THE EQUITY INCENTIVE GRANT RESOLUTION (AS DEFINED HEREIN), FOR THE NAME CHANGE RESOLUTION (AS DEFINED HEREIN) AND FOR THE WARRANT AMENDMENT RESOLUTION (AS DEFINED HEREIN) . The Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The enclosed Proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. At the date of this Information Circular, Management knows of no such amendments, variations or other matters to come before the Meeting. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote such proxy according to their best judgment.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The voting securities of the Corporation consist of an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. As of the Record Date, the Corporation had issued and outstanding: (a) 166,351,378 Subordinate Voting Shares; and (b) 10,000,000 Multiple Voting Shares.

The rights and restrictions attached to each class of outstanding securities of the Corporation are as follows:

Subordinate Voting Shares

Holders of Subordinate Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Corporation. At each such meeting, holders of Subordinate Voting Shares are entitled to one (1) vote in respect of each Subordinate Voting Share held.

Holders of Subordinate Voting Shares are entitled to receive as and when declared by the Board out of the monies of the Corporation, properly applicable to the payment of dividends, non-cumulative dividends, at such times and at such rate or rates as may be determined from time to time by resolution of the Board. The Subordinate Voting Shares shall rank pari-passu with the Multiple Voting Shares with respect to the payment of dividends.

Subordinate Voting Shares shall be entitled to receive the remaining property of the Corporation pro-rata and pari-passu with the holders of the Multiple Voting Shares.

Multiple Voting Shares

Holders of Multiple Voting Shares are entitled to notice of and to attend at any meeting of the shareholders of the Corporation. At each such meeting, holders of Multiple Voting Shares are entitled to 50 votes in respect of each Multiple Voting Share held.

Holders of Multiple Voting Shares are entitled to receive as and when declared by the Board out of the monies of the Corporation, properly applicable to the payment of dividends, non-cumulative dividends, at such times and at such rate or rates as may be determined from time to time by resolution of the Board. The Multiple Voting Shares shall rank pari-passu with the Subordinate Voting Shares with respect to the payment of dividends.

In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purposes of winding-up its affairs, the holders of Multiple Voting Shares shall be entitled to receive the remaining property of the Corporation pro-rata and pari-passu with the holders of the Subordinate Voting Shares.

Record Date and Principal Shareholders

The close of business on August 20, 2021 has been fixed as the record date (the “ Record Date ”) for the determination of Shareholders entitled to receive notice of the Meeting and any adjournment(s) or postponement(s) thereof. Accordingly, only Registered Shareholders on the Record Date are entitled to vote at the Meeting or any adjournment(s) thereof.

The Registered Shareholders are shown on the list of Shareholders which is available for inspection during usual business hours at Odyssey Transfer Inc., Trader’s Bank Building, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8 and at the Meeting. The list of Shareholders will be prepared not later than ten days after the Record Date. If a person has acquired ownership of Shares since that date, he, she or it may establish such ownership and demand, not later than ten days before the Meeting, that his, her or its name be included in the list of Shareholders.

Other than as set out herein, to the knowledge of the directors and executive officers of the Corporation, as of the Record Date no person beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation.

Shareholder Name	Number of Subordinate Voting Shares Beneficially Owned or Controlled or Directed	Number of Multiple Voting Shares Beneficially Owned or Controlled or Directed	Number of Shares
CrayneAce Inc.	5,000,000 3.01%	5,000,000 50.00%	10,000,000 5.67%(1)
Steven Isenberg	2,678,291(2) 1.61%	1,700,000 17.00%	4,378,291 2.48%(2)

Steven Salz	1,250,000(3) 0.75%	1,300,000 13.00%	2,550,000 1.45%(3)
Thomas Kofman	2,775,000 1.67%	1,000,000(6) 10.00%	3,775,000 2.14%(4)
Michael Krestell	1,000,000 0.60%	1,000,000(8) 10.00%	2,000,000 1.13%(5)

Notes:

(1) While CrayneAce Inc. only owns, controls or has direction over approximately 5.67% of the outstanding Shares, due to the voting rights associated with the Multiple Voting Shares, CrayneAce Inc. owns, controls or has direction over approximately 38.27% of the voting rights attached to the outstanding Shares. CrayneAce Inc. is controlled by Kevin Wimer and the spouse of Ryan White, both Messrs. Wimer and White being directors of the Corporation.
(2) 2550170 Ontario Inc., a company controlled by Mr. Isenberg, is the registered holder of 1,000,000 Subordinate Voting Shares and 1,700,000 Multiple Voting Shares. While Mr. Isenberg only owns, controls or has direction over approximately 2.48% of the outstanding Shares, due to the voting rights associated with the Multiple Voting Shares, Mr. Isenberg owns, controls or has direction over approximately 13.16% of the voting rights attached to the outstanding Shares.
(3) 2538373 Ontario Inc., a company controlled by Mr. Salz, is the registered holder of 1,250,000 Subordinate Voting Shares and 1,300,000 Multiple Voting Shares. While Mr. Salz only owns, controls or has direction over approximately 1.45% of the outstanding Shares, due to the voting rights associated with the Multiple Voting Shares, Mr. Salz owns, controls or has direction over approximately 9.94% of the voting rights attached to the outstanding Shares.
(4) While Mr. Kofman only owns, controls or has direction over approximately 2.14% of the outstanding Shares, due to the voting rights associated with the Multiple Voting Shares, Mr. Kofman owns, controls or has direction over approximately 7.92% of the voting rights attached to the outstanding Shares.
(5) While Mr. Krestell only owns, controls or has direction over approximately 1.13% of the outstanding Shares, due to the voting rights associated with the Multiple Voting Shares, Mr. Krestell owns, controls or has direction over approximately 7.65% of the voting rights attached to the outstanding Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited consolidated financial statements of the Corporation for the year ended December 31, 2020 together with the auditors' report thereon (the “ Financial Statements ”), will be presented to the Shareholders at the Meeting or any adjournment(s) or postponement(s) thereof for their consideration.

Election of Directors

The Articles of the Corporation require a minimum of one director of the Corporation. There are currently five directors of the Corporation. The Board has fixed the number of directors at six and accordingly, at the Meeting, it is proposed that six directors are to be elected. The present term of office of each current director of the Corporation will expire at the Meeting.

Management proposes to nominate at the Meeting the persons whose names are set forth in the table below, each to serve as a director of the Corporation until the next meeting of Shareholders at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the Articles of the Corporation or the Business Corporations Act (Ontario) (the “ Act ”). The persons named in the accompanying form of Proxy intend to vote for the election of such persons at the Meeting, unless otherwise directed. Management does not contemplate that any of the nominees will be unable to serve as a director of the Corporation.

The following table and the notes thereto set out the name of each person proposed by Management to be nominated for election as a director of the Corporation at the Meeting, the period during which he/she has been a director of the Corporation, his/her principal occupation within the five preceding years, all offices of the Corporation now held by such person, and his/her shareholdings, which includes the number of voting

securities of the Corporation beneficially owned, or over which control or direction is exercised, directly or indirectly.

Name of Proposed Nominee, Province/State and Country of Residence	Year First Elected a Director	Principal Occupation(s) for the Past Five Years	Position(s) with the Corporation	Shares Owned, Controlled or Directed, Directly or Indirectly(1)
Steven Salz(2) Ontario, Canada	October, 2016	Co-Founder and Chief Executive Officer of PMML	Chief Executive Officer	1,300,000 Multiple Voting Shares 1,250,000 Subordinate Voting Shares(4)
Steven Isenberg(2)(3) Ontario, Canada	October, 2016	Chief Executive Officer of a Toronto-based investment bank called M Partners	N/A	1,700,000 Multiple Voting Shares 2,558,291 Subordinate Voting Shares(5)
Ryan White Ontario, Canada	October, 2016	Co-Founder and Chief Technology Officer of PMML	Chief Technology Officer	5,000,000 Multiple Voting Shares 5,000,000 Subordinate Voting Shares(6)
Kevin Wimer Ohio, USA	October, 2016	Co-Founder and Chief Operating Officer of PMML	Chief Operating Officer	5,000,000 Multiple Voting Shares 5,000,000 Subordinate Voting Shares(7)
Stephen Rigby(2)(3)(8) Ontario, Canada	N/A	Former President and CEO of the Ontario Lottery and Gaming Corporation	N/A	Nil
Kirstine Stewart(3)(8) California, USA	N/A	Head of Future of Media at the World Economic Forum, VP North America at Twitter; Head of Canada’s national broadcaster, Canada Broadcast Corporation; Chief Revenue Officer at Pex.	N/A	Nil

Notes:

(1) The information as to the number of Shares owned, controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been obtained from each proposed nominee for election as a director. No director beneficially owns, or controls or directs, directly or indirectly, any of the voting securities of the subsidiaries of the Corporation. This information is presented on a non-diluted basis.

(2) Anticipated member of the Compensation Committee of the Board (the “ Compensation Committee ”).

(3) Anticipated member of the Audit Committee of the Board (the “ Audit Committee ”). (4) Securities are owned by 2538373 Ontario Inc., an entity that is owned and controlled by Steven Salz.

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(5) Securities are owned by 2550170 Ontario Inc., an entity that is owned and controlled by Steven Isenberg.
(6) Securities are owned by CrayneAce Inc., an entity that is owned equally by each of Kevin Wimer and the spouse of Ryan White and under the equal control of each of Messrs. Wimer and White. Also see note (7) below which relates to the same securities.
(7) Securities are owned by CrayneAce Inc., an entity that is owned equally by each of Kevin Wimer and the spouse of Ryan White and under the equal control of each of Messrs. White and Wimer. Also see note (6) above which relates to the same securities.
(8) Proposed nominee to be elected as a director of the Corporation at the Meeting.

The biographies of the proposed nominees for directors are set out below.

Steven Salz, CEO and Director | Mr. Salz’s career started in the defence industry, followed by an equity research role at Scotia Capital’s Global Portfolio Advisory Group, and then as an Equity Analyst at a boutique investment bank. In his capital market roles, Mr. Salz developed a toolkit of quantitative analytical skills, accounting frameworks, and mathematical modeling. Following this, Mr. Salz co-founded PMML with Steven Isenberg, Ryan White and Kevin Wimer and became the Chief Executive Officer of the Corporation as of 2016.

Steven Isenberg, Director | Mr. Isenberg has over 30 years of experience in Canadian capital markets. He sits on the local advisory committee of the TSX Venture Exchange (the “ TSXV ”), is founder, director and audit committee member of Urbanfund Corp., a TSXV-listed real estate company he founded in 1997, co-founder and former director of PharmaCan Capital, now Cronos Group, an over $3.0 billion cannabis company, founder and CEO of Toronto-based investment bank M Partners Inc. and co-founder of Toronto based mortgage lender Tembo Financial.

Ryan White, Chief Technology Officer and Director | Mr. White is an experienced technologist. Most of Ryan’s career has been made up of entrepreneurial initiatives apart from recently acting as Head of Interactive Development for global innovation and strategy firm Idea Couture. Along with Mr. Salz, Mr. Isenberg and Mr. Wimer, Mr. White co-founded PMML and became Chief Technology Officer of PMML. Mr. White also developed an in-game item marketplace called Loot Market.

Kevin Wimer, Chief Operating Officer and Director | Mr. Wimer was a professional gamer in the early 2000’s and became top 10 worldwide in Unreal Tournament and top tier in StarCraft. Mr. Wimer funded and built half a dozen successful internet companies, with particular expertise in customer acquisition. Along with Mr. Salz, Mr. Isenberg and Mr. White, Mr. Wimer co-founded PMML and became Chief Operating Officer of PMML and Loot Market.

Stephen Rigby, Director | Mr. Rigby was President and CEO of the Ontario Lottery and Gaming Corporation from January 2015 to October 2020. From 2010 until 2015, he held the Deputy Ministerial position of National Security Advisor to the Prime Minister of Canada. In that role, he was responsible for the provision of strategic policy and operational advice to the Prime Minister and the Cabinet on all significant national security, foreign and defence policy issues facing the country. From the period of 2008 until 2010, Mr. Rigby was President of the Canada Border Services Agency, responsible for the trade and security management of all Canada’s international borders. Further, he held the positions of Associate Deputy Minister of Foreign Affairs and Executive Vice President of the Canada Border Service Agency. Both positions focused on foreign policy, international and domestic security and trade issues. Prior to becoming a Deputy Minister, he held a number of senior positions in the Canada Revenue Agency (previously Revenue Canada), including Assistant Commissioner for Policy and Planning and Chief Financial Officer.

Kirstine Stewart, Director | Ms. Stewart has spent a career working globally at the intersection of media and technology. As VP North America Media at Twitter, Ms. Stewart led teams across the US driving

partnerships in news, entertainment, government and sports, transitioning to this role after she founded and built Twitter’s fastest-growing global ad sales office. Before moving to Twitter, Ms. Stewart was the head of the Canada Broadcast Corporation. Ms. Stewart is credited with reviving the broadcaster, introducing such hit shows as Dragons’ Den (Shark’s Tank), Murdoch Mysteries, Heartland, Being Erica and development of Schitt’s Creek. Over her career, Ms. Stewart held a series of executive positions in Canada and the US focused on the global and regional expansion of US brands including HGTV and Food Network and managing programming of 37 international channels for Hallmark Entertainment. Ms. Stewart has served on a number of public, private and non-profit boards including The Score, WOW and Ryerson University’s tech incubator DMZ. She currently sits as a founding member of Innovation Leaders Against Racism hosted by MarS and the CAMH Foundation Board and the Prosperity Project focused on the socioeconomic post pandemic recovery of women in the workforce.

The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the election of each of the aforementioned named nominees unless otherwise instructed on a properly executed and validly deposited proxy. Management does not contemplate that any nominees named above will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

No proposed director of the Corporation is, as of the date of this Information Circular, or has been, within 10 years before the date hereof, a director, Chief Executive Officer or Chief Financial Officer of any company (including the Corporation) that was subject to a cease trade order, an order similar to a cease trade order or an order that denied such company access to any exemptions under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, that was issued: (a) while that person was acting in such capacity; or (b) after that person ceased to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity.

Corporate Bankruptcies

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

No proposed director of the Corporation has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement

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agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Appointment of Auditors

Shareholders will be requested to re-appoint Macias Gini & O’Connell LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the next annual meeting of Shareholders, and to authorize the directors of the Corporation to fix the auditors' remuneration and the terms of their engagement. Macias Gini & O’Connell, was first appointed auditors of the Corporation on February 1, 2021.

The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the resolution appointing Macias Gini & O’Connell LLP as auditors of the Corporation for the ensuing year and to authorize the Board to fix their remuneration and terms of engagement unless otherwise instructed on a properly executed and validly deposited proxy.

Approval of Transfer Restriction Amendment

Section 8 of the articles of the Corporation set out that “[n]o shares shall be transferred without the consent of the board of directors evidenced by a resolution or by their consent in writing.” In connection with the Corporation’s proposed TSXV Listing (as defined herein), the Board wishes to amend the articles of the Corporation to remove the restrictions on transfer contemplated by Section 8 therein.

To effect this amendment to the articles of the Corporation, the Corporation is required, pursuant to section 168 of the OBCA, to obtain approval by not less than two-thirds of the votes cast by shareholders of the Corporation present in person or represented by proxy and entitled to vote at the Meeting. Accordingly, the Shareholders are being asked to pass the following special resolution (the “ Transfer Restriction Amendment Resolution ”):

“BE IT RESOLVED THAT:

The articles of PMML Corp. (the “ Corporation ”) be amended as follows:
(a) to remove the restriction on the transfer of shares set out in paragraph 8 of the articles of the Corporation by deleting the following provision in its entirety:

“No shares shall be transferred without the consent of the board of directors evidenced by a resolution or by their consent in writing.”

and to substitute therefore the following words:

“No Restrictions.”;
notwithstanding that this resolution has been duly passed by the holders of common shares of the Corporation, the directors of the Corporation are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to the implementation of the amendment to the articles, without further notice to, or approval of, the shareholders of the Corporation; and
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any one director or officer of the Corporation, and each of them, is hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Board unanimously recommends a vote for the Transfer Restriction Amendment Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the Transfer Restriction Amendment Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

Approval of Share Consolidation

At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass a special resolution (the “ Share Consolidation Resolution ”) authorizing the Board to elect, in its sole discretion, to direct the Corporation to file one or more Articles of Amendment (collectively, the “ Articles of Amendment ”) to amend the Corporation's Articles in order to effect one or more consolidations of the Corporation's issued shares into a lesser number of issued shares (each, a “ consolidation ” and, collectively, the “ Share Consolidation ”). The Share Consolidation Resolution will authorize the Board to:

select one or more Share Consolidation ratios of up to five pre-consolidation shares for one postconsolidation share, provided that, (a) the cumulative effect of the Share Consolidation shall not result in a consolidation ratio that exceeds five pre-Share Consolidation shares for one post-Share Consolidation share; and (b) such Share Consolidation occurs prior to the earlier of the 12 month anniversary of the Meeting and the next annual meeting of Shareholders; and
file the Articles of Amendment to give effect to the Share Consolidation at the selected consolidation ratio(s).

Background to and Reasons for the Share Consolidation

The Board believes that it is in the best interests of the Corporation to provide the Board with the flexibility to elect to reduce the number of outstanding shares by way of the Share Consolidation. Some of the potential benefits of the Share Consolidation include:

Increased Investor Interest. The current share structure of the Corporation may make it more difficult for the Corporation to attract additional equity financing that may be required or desirable to maintain the Corporation or to further develop its products. The Share Consolidation may have the effect of raising, on a proportionate basis, the price of the shares, which could appeal to certain investors that find shares valued above certain prices to be more attractive from an investment perspective.
Reduced Volatility. The higher anticipated price of the post-consolidation shares may result in less volatility as a result of small changes in the share price of the shares. For example, a nominal price movement will result in a less significant change (in percentage terms) in the market capitalization of the Corporation.
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The Corporation believes that providing the Board with the authority to select within a range of Share Consolidation ratios and to effect the Share Consolidation in one or more consolidations provides the flexibility to implement the Share Consolidation in a manner intended to maximize the anticipated benefits of the Share Consolidation for the Corporation and the Shareholders.

The Share Consolidation is subject to certain conditions, including the approval of the Shareholders and, if applicable, acceptance by the TSXV. If the requisite approvals are obtained and the Board elects to proceed with the Share Consolidation, the Share Consolidation will take place at a time to be determined by the Board through one or more consolidations, subject to the Act. No further action on the part of Shareholders would be required in order for the Board to implement the Share Consolidation. Shareholders will be notified and Registered Shareholders will receive a letter of transmittal containing instructions for exchange of their share certificates in connection with each consolidation. The Share Capital Resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if it determines, in its sole discretion, to do so.

Following a vote by the Board to implement the Share Consolidation, the Corporation will file Articles of Amendment with the director under the Act to amend the Corporation’s Articles. A particular consolidation will become effective on the date shown in the certificate of amendment issued by the director under the Act in connection with such consolidation or such other date indicated in the Articles of Amendment.

Share Consolidation Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Share Consolidation Resolution authorizing the Board to elect, in its sole discretion, to file the Articles of Amendment giving effect to the Share Consolidation. The Share Consolidation Resolution is a special resolution and, as such, requires approval by not less than two-thirds (66[2/3] %) of the votes cast by the Shareholders present virtually, or represented by proxy, at the Meeting. The full text of the Share Consolidation Resolution is as follows:

“ BE IT RESOLVED , as a special resolution of the shareholders of PMML Corp. (the “ Corporation ”), that:

the Articles of the Corporation be amended to change the number of issued and outstanding shares of the Corporation by consolidating the issued and outstanding shares of the Corporation on the basis of a ratio to be selected by the board of directors of the Corporation (the “ Board ”), in its sole discretion, up to five pre-consolidation shares of the Corporation for one post-consolidation share of the Corporation (the “ Share Consolidation ”), with such Share Consolidation to be effected through one or more consolidations, in the sole discretion of the Board, provided, (A) that the cumulative effect of the one or more consolidations shall not result in a consolidation ratio that exceeds five pre-Share Consolidation shares of the Corporation for one post-Share Consolidation share of the Corporation, and (B) such Share Consolidation occurs prior to the earlier of the 12 month anniversary of the date of this resolution and the next annual meeting of shareholders of the Corporation, with such amendment(s) to become effective at a date or dates in the future to be determined by the Board in its sole discretion if and when the Board considers it to be in the best interests of the Corporation to implement such a Share Consolidation, all as more fully described in the management information circular of the Corporation dated August 26, 2021 (the “ Information Circular ”), and subject to all necessary approvals;
the amendment(s) to the Articles of the Corporation giving effect to the Share Consolidation will provide that no fractional share will be issued but the number of shares to be received by a
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shareholder shall be rounded down to the nearest whole share in the event that such shareholder would otherwise be entitled to a receive fractional share;

any director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be executed and delivered one or more Articles of Amendment of the Corporation to the director under the Business Corporations Act (Ontario) and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution;
notwithstanding that this special resolution has been duly passed by the holders of the shares of the Corporation, the Board may, in its sole discretion (including in the circumstances described in the Information Circular), revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the shares of the Corporation; and
any one director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Board unanimously recommends a vote for the Share Consolidation Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR Share Consolidation Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

Effects of the Share Consolidation

General

If the Share Consolidation is implemented, its principal effect will be to proportionately decrease the number of issued and outstanding shares by a factor equal to the consolidation ratio selected by the Board. At the close of business on the Record Date, there were 166,351,378 Subordinate Voting Shares and 10,000,000 Multiple Voting Shares issued and outstanding. For illustrative purposes only, the following table sets forth, based on the number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding as of the Record Date, the number of Subordinate Voting Shares and Multiple Voting Shares that would be issued and outstanding (disregarding any resulting fractional Shares and subject to any issuances occurring after the Record Date) following the implementation of the Share Consolidation, at various consolidation ratios:

Share Consolidation Ratio	Subordinate Voting Shares Outstanding	Multiple Voting Shares Outstanding
3 to 1	55,450,459	3,333,333
5 to 1	33,270,276	2,000,000

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The Corporation does not expect the Share Consolidation itself to have any economic effect on holders of Subordinate Voting Shares, Multiple Voting Shares or securities convertible into or exercisable to acquire such securities, except to the extent the Share Consolidation will result in fractional Shares. See “ No Fractional Shares ” below.

The Share Consolidation may be completed via one or more consolidations, through the filing of Articles of Amendment, provided that the cumulative effect of the one or more consolidations shall not result in a consolidation ratio that exceeds five pre-Share Consolidation shares for one post-Share Consolidation share. For example, if the Board elected to effect the Share Consolidation via two separate consolidations and the first consolidation was completed on the basis of two pre-consolidation shares for one postconsolidation share, the maximum consolidation ratio the Board would be authorized to select for the second consolidation would be two and a half (2.5) pre-consolidation shares per one post-consolidation share.

Following each consolidation, the Shares will be assigned new CUSIP and ISIN numbers, as applicable.

Voting rights and other rights of the holders of Shares prior to the implementation of the Share Consolidation will not be affected by the Share Consolidation, other than as a result of the creation and disposition of fractional Shares as described below. For example, a holder of 2% of the voting power attached to the outstanding Subordinate Voting Shares immediately prior to the implementation of any consolidation will generally continue to hold 2% of the voting power attached to the Subordinate Voting Shares immediately after the implementation of such consolidation. The number of Registered Shareholders is not expected to be affected by any consolidation (except to the extent resulting from the elimination of post-consolidation fractional shares). For example, if the selected consolidation ratio for a particular consolidation is five preconsolidation Subordinate Voting Shares per one post-consolidation Subordinate Voting Share, a Shareholder that holds less than five pre-consolidation Subordinate Voting Shares may cease to hold any Subordinate Voting Shares following such consolidation.

The exercise or conversion price and the number of shares issuable under any outstanding convertible securities of the Corporation, including outstanding stock options, will be adjusted in accordance with their respective terms on the same basis as any consolidation.

Effect on Non-registered Shareholders

Non-registered Shareholders holding Shares through an Intermediary should be aware that the Intermediary may have different procedures for processing a consolidation than those that will be put in place by the Corporation for Registered Shareholders. If Shareholders hold their Shares through an Intermediary and they have questions in this regard, they are encouraged to contact their Intermediaries.

Effect of the Share Consolidation on Convertible Securities

The exercise or conversion price and/or the number of Shares issuable under any of the Corporation's outstanding convertible securities, including under outstanding stock options, warrants, rights and any other similar securities will be proportionately adjusted upon the implementation of any consolidation, in accordance with the terms of such securities, based on the Share Consolidation ratio.

Effect on Share Certificates

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If the Share Consolidation is approved by Shareholders and subsequently implemented through one or more consolidations, in connection with each consolidation, those Registered Shareholders who will hold at least one post-consolidation share will be required to exchange their share certificates representing preconsolidation shares for share certificates representing post-consolidation shares following each consolidation or, alternatively, a Direct Registration System (“ DRS ”) Advice/Statement representing the number of post-consolidation shares they hold following each consolidation. The DRS is an electronic registration system which allows Shareholders to hold shares in their name in book-based form, as evidenced by a DRS Advice/Statement, rather than a physical share certificate.

If the Share Consolidation is implemented through one or more consolidations, the Corporation (or its registrar and transfer agent) will mail to each Registered Shareholder a letter of transmittal in connection with each consolidation. Each Registered Shareholder must complete and sign a letter of transmittal after the applicable consolidation takes effect. The letter of transmittal will contain instructions on how to surrender to the registrar and transfer agent the certificate(s) representing the Registered Shareholder's pre-consolidation Shares. The registrar and transfer agent will send to each Registered Shareholder who follows the instructions provided in the letter of transmittal a share certificate representing the number of post-consolidation Shares to which the Registered Shareholder is entitled rounded down to the nearest whole number or, alternatively, a DRS Advice/Statement representing the number of post-consolidation Shares the Registered Shareholder holds following the applicable consolidation. Beneficial Shareholders (i.e. Non-registered Shareholders) who hold their Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) and who have questions regarding how the Share Consolidation will be processed should contact their intermediaries with respect to the Share Consolidation. See “ Effect on Non-registered Shareholders ” above.

Until surrendered to the registrar and transfer agent, each share certificate representing pre-consolidation Shares will be deemed for all purposes to represent the number of post-consolidation Shares to which the Registered Shareholder is entitled as a result of the applicable consolidation. Until Registered Shareholders have returned their properly completed and duly executed letter of transmittal and surrendered their share certificate(s) for exchange, Registered Shareholders will not be entitled to receive any distributions, if any, that may be declared and payable to holders of record following the applicable consolidation.

Any Registered Shareholder whose old certificate(s) have been lost, destroyed or stolen will be entitled to a replacement share certificate only after complying with the requirements that the Corporation and the registrar and transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

The method chosen for delivery of share certificates and letters of transmittal to the Corporation’s registrar and transfer agent is the responsibility of the Registered Shareholder and neither the registrar and transfer agent nor the Corporation will have any liability in respect of share certificates and/or letters of transmittal which are not actually received by the registrar and transfer agent.

REGISTERED SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT ANY SHARE CERTIFICATE UNTIL HAVING RECEIVED A LETTER OF TRANSMITTAL.

No Fractional Shares

No fractional Shares will be issued in connection with any consolidation and no cash will be paid in lieu of fractional post-consolidation Shares. In the event that a Shareholder would otherwise be entitled to receive a fractional share upon the occurrence of a consolidation, such fraction will be rounded down to the nearest

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whole number. In calculating such fractional interest, all post-Consolidation Shares held by a beneficial holder(s) shall be aggregated.

No Dissent Rights

Shareholders are not entitled to exercise any statutory dissent rights with respect to any proposed consolidation.

Accounting Consequences

If the Share Consolidation is implemented through one or more consolidations, net income or loss per share, and other per share amounts, will be increased because there will be fewer Shares issued and outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the applicable consolidation took effect would be recast to give retroactive effect to such consolidations.

TSXV Approval

Assuming shareholder approval is received at the Meeting, and assuming that the Board determines to proceed with the Share Consolidation, the Share Consolidation will be subject to acceptance by the TSXV, and confirmation that, on a post-Share Consolidation basis, the Corporation would meet all of the TSXV’s applicable continuous listing requirements. If the TSXV does not accept the Share Consolidation, the Corporation will not proceed with the Share Consolidation.

Risks Associated with the Share Consolidation

Reducing the number of issued and outstanding Shares through the Share Consolidation is intended, absent other factors, to increase the per share market price of the Shares. However, the market price of the Shares will also be affected by the Corporation’s financial and operational results, its financial position, including its liquidity and capital resources, the development of its operations, industry conditions, the market's perception of the Corporation’s business and other factors, which are unrelated to the number of Shares outstanding.

The market price of the Shares immediately following the implementation of any consolidation is expected to be approximately equal to the market price of the Shares prior to the implementation of such consolidation multiplied by the applicable consolidation ratio but there is no assurance that the anticipated market price immediately following the implementation of any consolidation will be realized or, if realized, will be sustained or will increase. There is a risk that the total market capitalization of the Shares (the market price of the Shares multiplied by the number of Shares outstanding) after the implementation of any consolidation may be lower than the total market capitalization of the Shares prior to the implementation of any consolidation.

Although the Corporation believes that establishing a higher market price for the Shares could increase investment interest for the Shares in equity capital markets by potentially broadening the pool of investors that may consider investing in the Corporation, including investors whose internal investment policies prohibit or discourage them from purchasing stocks trading below a certain minimum price, there is no assurance that implementing the Share Consolidation will achieve this result.

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If the Share Consolidation is implemented through one or more consolidations and the market price of the Shares (adjusted to reflect the applicable consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of the Corporation's overall market capitalization may be greater than would have occurred if any such consolidation had not been implemented. Both the total market capitalization of a company and the adjusted market price of such company's shares following a consolidation may be lower than they were before the consolidation took effect. The reduced number of Shares that would be outstanding after any consolidation is implemented could adversely affect the liquidity of the Shares.

Any consolidation may result in some Shareholders owning “odd lots” of fewer than 100 Shares on a postconsolidation basis. Odd lot shares may be more difficult to sell, or may attract greater transaction costs per share to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in “round lots” of even multiples of 100 Shares.

Tax Considerations

SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF ANY CANADIAN OR U.S. FEDERAL, PROVINCIAL, STATE, LOCAL, FOREIGN AND/OR OTHER TAX LAWS.

Approval of Dual Class Voting Structure

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the amendment to the Articles of PMML in order to: (i) create a new class of shares designated as new subordinate voting shares (the “ New Subordinate Voting Shares ”) and a new class of shares designated as new multiple voting shares (the “ New Multiple Voting Shares ”) (collectively, the “ Dual Class Voting Structure ” or the “ Reorganization ”); (ii) re-designate each outstanding Subordinate Voting Share as a Subordinate Voting Share; and (iii) re-designate each outstanding Multiple Voting Share as a New Multiple Voting Share. Upon implementation of the Dual Class Voting Structure, PMML will have two classes of shares outstanding; the New Subordinate Voting Shares and the New Multiple Voting Shares (collectively, the “ Dual Class Share Resolution ”). A copy of the proposed share terms after giving effect to the Reorganization is attached as Appendix “D” to this Information Circular.

Summary of New Subordinate Voting Shares

The holders of New Subordinate Voting Shares will be entitled to receive notice of and attend all meetings of the shareholders of PMML and to one vote per New Subordinate Voting Share on all matters upon which holders of shares are entitled to vote at such meetings of shareholders. Except as required by the Act, applicable Canadian securities laws or as may be set out in the Corporation’s constating documents, holders of New Subordinate Voting Shares will vote together with holders of New Multiple Voting Shares on all matters as if they were one class of shares.

Subject to the prior payment to the holders of any preference shares, the holders of New Subordinate Voting Shares will be entitled to receive dividends as and when declared by the Board, without preference or distinction among or between the New Multiple Voting Shares and the New Subordinate Voting Shares. In addition, subject to the prior payment to the holders of any preference shares, in the event of a liquidation, dissolution or winding-up or other distribution of assets among shareholders, the holders of New Subordinate Voting Shares will be entitled to share pro rata in the distribution of the balance of the assets,

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without preference or distinction among or between the New Multiple Voting Shares and New Subordinate Voting Shares.

Holders of New Subordinate Voting Shares will not have pre-emptive, conversion or exchange rights or other subscription rights and no redemption, retraction, purchase for cancellation or surrender provisions or sinking or purchase fund provisions will be applicable to the New Subordinate Voting Shares. There will not be any provision in the Articles requiring holders of New Subordinate Voting Shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The special rights or restrictions that will attach to the New Subordinate Voting Shares will be subject to and may be adversely affected by, the rights attached to any series of preference shares that may be designated in the future. The New Subordinate Voting Shares shall not be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the New Multiple Voting Shares are adjusted proportionately.

The New Multiple Voting Shares will carry a greater number of votes per share relative to the New Subordinate Voting Shares. The New Subordinate Voting Shares will therefore be “restricted securities” within the meaning of such term under applicable Canadian securities laws. As such, Shareholders would be required to approve the distribution of the New Subordinate Voting Shares under a prospectus pursuant to Section 12.3 of National Instrument 41-101 – General Prospectus Requirements (“ NI 41-101 ”) and Ontario Securities Commission Rule 56-501 – Restricted Shares (“ Rule 56-501 ”). However, to implement the Dual Class Share Resolution the Dual Class Voting Structure must comply with the requirements of Section 12.3(1)(b) of NI 41-101 and Section 2.3 of Rule 56-501 and will therefore permit PMML, following the implementation of the Dual Class Voting Structure, to file a prospectus under which restricted securities, subject securities (as such terms are defined in NI 41-101) or securities that are, directly or indirectly, convertible into or exercisable or exchangeable for restricted securities or subject securities are distributed without shareholder approval.

Summary of New Multiple Voting Shares

The holders of New Multiple Voting Shares will be entitled to receive notice of and attend all meetings of the shareholders of PMML and to 100 votes per New Multiple Voting Share on all matters upon which holders of shares are entitled to vote at such meetings of shareholders. Except as required by the Act or applicable Canadian securities laws, holders of New Multiple Voting Shares will vote together with holders of New Subordinate Voting Shares on all matters as if they were one class of shares.

Subject to the prior payment to the holders of any preference shares, the holders of New Multiple Voting Shares will be entitled to receive dividends as and when declared by the Board, without preference or distinction among or between the New Multiple Voting Shares and the New Subordinate Voting Shares. In addition, subject to the prior payment to the holders of any preference shares, in the event of a liquidation, dissolution or winding-up or other distribution of assets among shareholders, the holders of New Multiple Voting Shares will be entitled to share pro rata in the distribution of the balance of the assets, without preference or distinction among or between the New Multiple Voting Shares and New Subordinate Voting Shares.

Holders of New Multiple Voting Shares will not have pre-emptive, conversion or exchange rights or other subscription rights. No redemption, retraction, purchase for cancellation or surrender provisions or sinking or purchase fund provisions will be applicable to the New Multiple Voting Shares. There will not be any provision in the Articles requiring holders of New Multiple Voting Shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The special

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rights or restrictions that will attach to the New Multiple Voting Shares will be subject to and may be adversely affected by, the rights attached to any series of preference shares that may be designated in the future. The New Multiple Voting Shares shall not be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the New Subordinate Voting Shares are adjusted proportionately.

Each New Multiple Voting Share may at any time and from time to time, at the discretion of the holder thereof, be converted into one New Subordinate Voting Share. Further, upon the first date that a New Multiple Voting Share is transferred to a third party, other than a Permitted Holder (as defined below), the holder shall automatically be deemed, without any further action, to have exercised its right to convert such New Multiple Voting Share into a fully-paid and non-assessable New Subordinate Voting Share, on a one for one basis.

For the purposes of the New Multiple Voting Shares:

(a) “ Permitted Holders ” means (i) any registered holder of New Multiple Voting Shares; (ii) any Person (A) controlled, directly or indirectly, by one or more of the Persons referred to in clause (i) or (B) controlling, directly or indirectly, one or more of the Persons referred to in clause (i) as of the date of these articles; and (iii) each of Steven Salz, Steven Isenberg, Ryan White, Kevin Wimer, Thomas Kofman and Michael Krestell.

A Person is “controlled” by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons.

(b) “ Person ” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

Certain Class Votes

Except as required by the Act or applicable Canadian securities laws, holders of New Subordinate Voting Shares and New Multiple Voting Shares will vote together on all matters as if they were one class of shares. Under the Act, certain types of amendments to the Articles of the Corporation are subject to approval by special resolution of the holders of both classes of shares, each voting separately as a class, including amendments to:

change the rights, privileges, restrictions or conditions attached to the shares of that class;
increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class; and
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make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of that class.

Purpose and Business Reason for the Dual Class Voting Structure

The Corporation is proposing the Dual Class Voting Structure for two primary reasons. Firstly, this structure ensures that the voice of the founders of the Corporation is protected with a focus on the Corporation’s long-term vision as opposed to short-term gain.

Secondly, the Corporation operates in a highly regulated industry and the Corporation’s business operations are highly dependent on (a) the continued validity of its current licences; and (b) the ability of the Corporation to apply for additional licences in jurisdictions that permit online gambling. Much like other regulated industries, the regulatory authorities responsible for awarding and regulating gambling licences (including the Corporation’s Isle of Man licence) frequently require comprehensive background checks on the directors, officers and significant/controlling shareholders of the entity holding the licence. As such, the Dual Class Voting Structure increases the probability that control of the Corporation is held by a smaller group of founders that have been approved by the relevant regulatory authority (including the Isle of Man Gambling Supervision Commission) and so as to ensure that the addition of new shareholders will not impair the Corporation’s licences or trigger any additional regulatory requirements with respect thereto. The Corporation believes that the Dual Class Voting Structure plays an essential role in both the preservation of existing licences and the ability of the Corporation to be awarded future licences. In addition, the concentrated voting control provides the Corporation with operational advantages with respect to contracting with certain third-party providers (i.e. payment and financial) who conduct extensive due diligence on directors, officers and controlling shareholders prior to providing certain services to the Corporation.

Take-Over Bid Protection

Under applicable Canadian securities laws, an offer to purchase New Multiple Voting Shares would not necessarily require that an offer be made to purchase New Subordinate Voting Shares. In accordance with the rules of the TSXV, in order to ensure that, in the event of a take-over bid where an offer is made for the New Multiple Voting Shares, the holders of New Subordinate Voting Shares will be entitled to participate on an equal footing with holders of New Multiple Voting Shares. The holders of the outstanding New Multiple Voting Shares, will enter into a customary coattail agreement with PMML and a trustee (the “ Coattail Agreement ”). The Coattail Agreement will contain provisions customary for dual class, TSXVlisted corporations designed to prevent transactions that otherwise would deprive the holders of New Subordinate Voting Shares of rights under the take-over bid provisions of applicable Canadian securities legislation to which they would have been entitled if the New Multiple Voting Shares had been New Subordinate Voting Shares.

The undertakings in the Coattail Agreement will not apply to prevent a sale of New Multiple Voting Shares if concurrently an offer is made to purchase New Subordinate Voting Shares that:

offers a price per New Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the New Multiple Voting Shares;
provides that the percentage of outstanding New Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding New Multiple Voting
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Shares to be sold (exclusive of New Multiple Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);

has no condition attached other than the right not to take up and pay for New Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for New Multiple Voting Shares; and
is in all other material respects identical to the offer for New Multiple Voting Shares.

In addition, the Coattail Agreement will not prevent the sale of New Multiple Voting Shares by a holder thereof to certain permitted holders, provided such sale does not or would not constitute a take-over bid under applicable Canadian securities laws or, if so, is exempt or would be exempt from the formal bid requirements (as defined in applicable securities legislation). The conversion of New Multiple Voting Shares into New Subordinate Voting Shares, shall not, in and of itself, constitute a sale of New Multiple Voting Shares for the purposes of the Coattail Agreement.

Under the Coattail Agreement, any sale of New Multiple Voting Shares (including a transfer to a pledgee as security) by a holder of New Multiple Voting Shares will be conditional upon the transferee or pledgee becoming a party to the Coattail Agreement.

The Coattail Agreement will contain provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the New Subordinate Voting Shares. The obligation of the trustee to take such action will be conditional on PMML or holders of the New Subordinate Voting Shares providing such funds and indemnity as the trustee may require. No holder of New Subordinate Voting Shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding New Subordinate Voting Shares and reasonable funds and indemnity have been provided to the trustee.

The Coattail Agreement will provide that it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSXV and any other applicable securities regulatory authority in Canada and (b) the approval of at least 66[2/3] % of the votes cast by holders of New Subordinate Voting Shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to New Subordinate Voting Shares held directly or indirectly by holders of New Multiple Voting Shares, their affiliates and related parties and any persons who have an agreement to purchase New Multiple Voting Shares on terms which would constitute a sale for purposes of the Coattail Agreement other than as permitted thereby.

No provision of the Coattail Agreement will limit the rights of any holders of New Subordinate Voting Shares under applicable law.

Entering into the Coattail Agreement will be a condition to listing the New Subordinate Voting Shares on the TSXV.

Dual Class Share Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Dual Class Share Resolution authorizing the Board to elect, in its sole discretion, to file the Articles of Amendment

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giving effect to the Dual Class Voting Structure. The Dual Class Share Resolution is a special resolution and, as such, requires approval of (a) not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (b) not less than two-thirds of the votes cast by the holders of the Subordinate Voting Shares voting as a separate class; (c) not less than two-thirds of the votes cast by the holders of the Multiple Voting Shares voting as a separate class; and (d) not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast in respect of Shares held by promoters, directors, officers or other insiders of PMML (the “ Minority Vote ”).

To the knowledge of the Corporation, the Shareholders who are ineligible to participate in the Minority Vote and their shareholdings are as follows:

Name of Insider or Associate	Number of Subordinate Voting Shares	Number of Multiple Voting Shares
Steven Salz	1,250,000	1,300,000
Steven Isenberg	2,558,291	1,700,000
Ryan White	5,000,000(1)	5,000,000(1)
Kevin Wimer	5,000,000(1)	5,000,000(1)
Stephen Rigby	Nil	Nil
Kirstine Stewart	Nil	Nil
Kejda Qorri	400,000	Nil

Note:

(1) Such Shares are held by CrayneAce Inc., a company controlled by Kevin Wimer and the spouse of Ryan White.

Shareholders are entitled to dissent from the Dual Share Class Structure. See “ Dissent Rights ” below.

The full text of the Dual Class Share Resolution is as follows:

“ BE IT RESOLVED , as a special resolution of the shareholders of PMML Corp. (the “ Corporation ”), that:

the Articles of the Corporation be amended to change the share structure of the Corporation by (i) creating a new class of shares designated as subordinate voting shares (the “ Subordinate Voting Shares ”) and a new class of shares designated as multiple voting shares (the “ Multiple Voting Shares ”); (ii) re-designating each outstanding common share as a Subordinate Voting Share; and (iii) re-designating each outstanding Class “A” share as a Multiple Voting Share. Upon implementation of the foregoing, PMML will have two classes of shares outstanding; the Subordinate Voting Shares and the Multiple Voting Shares., all as more fully described in the management information circular of the Corporation dated August 26, 2021 (the “ Information Circular ”) and substantially in the form of Appendix “D” attached thereto;
any director or officer of the Corporation be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be executed and delivered one or more Articles of Amendment of the Corporation to the director under the Business Corporations Act (Ontario) and to execute and deliver or cause to be executed and delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution;
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notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the board of directors may, in its sole discretion (including in the circumstances described in the Information Circular), revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the shareholders of the Corporation; and
any one director or officer of the Corporation, and each of them, is hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

It is a condition precedent to (i) the completion of the proposed listing of the securities of the Corporation on the TSX Venture Exchange (the “ TSXV Listing ”), and (ii) the satisfaction of the escrow release conditions as set out in a certain subscription receipt agreement between the Corporation, Odyssey Trust Company, Eight Capital and Cormark Securities Inc. dated June 9, 2021 (the “ Escrow Release Conditions ”) entered into in connection with the Corporation’s brokered private placement of 37,814,655 subscription receipts for aggregate gross proceeds of US$21,932,499.90 that the Shareholders approve the Dual Class Share Resolution. If the Dual Class Share Resolution does not receive the requisite approval, the TSXV Listing will not take place and the Escrow Release Conditions will not be satisfied.

The Board unanimously recommends a vote for the Dual Class Share Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the Dual Class Share Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

Dissent Rights

Section 185 of the Business Corporation Act (Ontario) (the “ OBCA ”) provides registered Shareholders of a corporation with dissent rights (“ Dissent Rights ”) in connection with the Dual Class Share Resolution.

Any dissenting shareholder who dissents from the Dual Class Share Resolution in compliance with Section 185 of the OBCA will be entitled, in the event the Reorganization becomes effective, to be paid by the Corporation the fair value of the Shares held by such dissenting Shareholder determined as of the close of business on the day before the Dual Class Share Resolution is adopted. Shareholders are cautioned that fair value could be determined to be less than the value of the Shares after completion of the Reorganization. In addition, any judicial determination of fair value will result in delay of receipt by a dissenting Shareholder of consideration for such Shares held by the dissenting Shareholder (“ Dissenting Shares ”).

The following is only a summary of the dissenting Shareholder provisions of the OBCA , which are technical and complex. A copy of Section 185 of the OBCA is attached as Appendix “C” to this Information Circular. It is recommended that any registered Shareholder wishing to avail himself, herself or itself of the Dissent Rights seek legal advice, as failure to strictly comply with the provisions of the OBCA may prejudice his, her or its Dissent Rights. Section 185 of the OBCA provides that a dissenting Shareholder may only make a claim under that section with respect to all of the shares of a class held by the dissenting Shareholder on

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behalf of any one beneficial owner and registered in the dissenting Shareholder’s name. One consequence of this provision is that only a registered Shareholder may exercise the Dissent Rights in respect to the Shares in that Shareholder’s name.

In many cases, Shares beneficially owned by a non-registered Shareholder are registered either: (i) in the name of an Intermediary that the non-registered Shareholders deals with in respect of the Shares; or (ii) in the name of a depositary of which the Intermediary is a participant. Accordingly, a non-registered Shareholder will not be entitled to exercise his, her or its Dissent Rights directly (unless the Shares are reregistered in the non-registered Shareholder’s name). A non-registered Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the non-registered Shareholder deals in respect of his, her or its Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the non-registered Shareholder’s behalf (which, if the Shares are registered in the name of the clearing agency, may require that such Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Shares in the name of the non-registered Shareholder, in which case the non-registered Shareholder would be able to exercise the Dissent Rights directly.

The dissent procedures require that a registered Shareholder who wishes to dissent must send a written notice of objection to the Dual Class Share Resolution to the Corporation in either case, to be received by no later than 10:00 a.m. (Toronto time) on September 16, 2021 or, in the case of any adjournment or postponement of the Meeting, by no later than 10:00 a.m. (Toronto time) on the second business day immediately preceding the day of the adjourned or postponed Meeting to PMML Corp. at 116 Spadina Avenue Suite 701 Toronto, ON Canada M5V 2K6, Attention: Steven Salz, or by email to [email protected], with a copy to Dentons Canada LLP, 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1, Attention: Eric Foster, or by email to [email protected]. These dissent procedures are different than the statutory dissent procedures of the OBCA which would permit a notice of objection to be provided at or prior to the Meeting. Failure to strictly comply with the dissent procedures will result in loss of the Dissent Rights.

The filing of a notice to exercise one’s Dissent Rights (the “ Dissent Notice ”) does not deprive a registered Shareholder of the right to vote at the Meeting. However, the OBCA provides, in effect, that a registered Shareholder who has submitted a Dissent Notice and who votes in favour of the Dual Class Share Resolution will no longer be considered a dissenting Shareholder. The OBCA does not provide, and the Corporation will not assume, that a proxy submitted instructing the proxyholder to vote against the Dual Class Share Resolution or an abstention from voting, constitutes a Dissent Notice, but a registered Shareholder is not required to vote its Shares against the Dual Class Share Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Dual Class Share Resolution does not constitute a Dissent Notice. However, any proxy granted by a registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Dual Class Share Resolution should be validly revoked in order to prevent the proxyholder from voting such Shares in favour of the Dual Class Share Resolution, and thereby causing the registered Shareholder to forfeit his, her or its Dissent Rights.

The Corporation (or its successor) is required within ten days after the Shareholders adopt the Dual Class Share Resolution, to notify each dissenting Shareholder that the Dual Class Share Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted in favour of the Dual Class Share Resolution or who has withdrawn his, her or its Dissent Notice.

A dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must, within 20 days after receipt of notice that the Dual Class Share Resolution has been adopted, or if the dissenting

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Shareholder does not receive such notice, within 20 days after learning that the Dual Class Share Resolution has been adopted, send to the Corporation a demand for payment (“ Demand for Payment ”). Within 30 days after sending the Demand for Payment, the dissenting Shareholder must send to the Corporation, certificates representing the Dissenting Shares. The Corporation will endorse on share certificates received from a dissenting Shareholder a notice that the holder is a dissenting Shareholder and will forthwith return the share certificates to the dissenting Shareholder. A dissenting Shareholder who fails to make a Demand for Payment in the time required, or to send certificates representing Dissenting Shares in the time required, has no right to make a claim under Section 185 of the OBCA .

The Corporation is required, not later than seven days after the later of the effective date of the Reorganization and the date on which a Demand for Payment is received from a dissenting Shareholder, to send to each dissenting Shareholder who has sent a Demand for Payment an offer to pay (“ Offer to Pay ”) for its Dissenting Shares in an amount considered by the Corporation to be the fair value of such Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares of the same class must be on the same terms. The Corporation must pay for the Dissenting Shares of a dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a dissenting Shareholder, but any such offer lapses if the Corporation does not receive an acceptance within 30 days after the Offer to Pay has been made.

If the Corporation fails to make an Offer to Pay for a dissenting Shareholder’s Shares, or if a dissenting Shareholder fails to accept an Offer to Pay that has been made, the Corporation may, within 50 days after the effective date of the Reorganization or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Corporation fails to apply to a court, a dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A dissenting Shareholder is not required to give security for costs in such an application. Any such application by the Corporation or a dissenting Shareholder must be made to a court in Ontario or a court having jurisdiction in the place where the dissenting Shareholder resides if the Corporation carries on business in that province.

Under Section 185 of the OBCA , after sending a Demand for Payment, a dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares by the Corporation, unless: (i) the dissenting Shareholder withdraws his, her or its Dissent Notice before the Corporation makes an Offer to Pay; or (ii) the Corporation fails to make an Offer to Pay in accordance with subsection 190(12) of the OBCA and the dissenting Shareholder withdraws the Demand for Payment, in which case the dissenting Shareholder’s rights as a Shareholder will be reinstated.

In no case shall the Corporation or any other person be required to recognize any dissenting Shareholder as a Shareholder after the effective time of the Reorganization, and the names of such Shareholders shall be deleted from the list of registered Shareholders at the effective time of the Reorganization.

Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value for their Dissenting Shares shall be deemed to have transferred such Dissenting Shares to the Corporation at the effective time of the Reorganization.

Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid the fair value for their Dissenting Shares, shall be deemed to have participated in the Reorganization on the same basis as any non-dissenting Shareholder as at and from the effective time of the Reorganization.

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Before making any such application to a court itself after receiving a notice that a dissenting Shareholder has made an application to a court, the Corporation will be required to notify each affected dissenting Shareholder of the date, place and consequences of the application and of a dissenting Shareholder’s right to appear and be heard in person or by counsel. Upon an application to a court, all dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any other person is a dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all dissenting Shareholders. The final order of a court will be rendered against the Corporation in favour of each dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each dissenting Shareholder from the effective date of the Reorganization until the date of payment.

Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Shares as determined under the applicable provisions of the OBCA will be more than or equal to the value of the Shares at the effective time of the Reorganization. In addition, any judicial determination of fair value will result in delay of receipt by a dissenting Shareholder of consideration for such dissenting Shareholder’s Dissenting Shares. Furthermore, Shareholders who are considering Dissent Rights should be aware of the consequences under Canadian and United States federal income tax laws, as applicable, of exercising Dissent Rights in respect of the Reorganization.

Approval of Equity Incentive Plan

On August 26, 2021 the Board approved an equity incentive plan of the Corporation (the “ Equity Incentive Plan ”). The Equity Incentive Plan is a fixed plan and provides that a maximum of 33,473,586 Subordinate Voting Shares (and following the Reorganization, New Subordinate Voting Shares) may be made issuable pursuant to Awards (as such term is defined in the Equity Incentive Plan) granted under the Equity Incentive Plan. The term New Subordinate Voting Shares is used throughout the summary below, which assumes the completion of the Reorganization, but also incorporates “Subordinate Voting Shares” in the event of a grant prior to the Reorganization.

The Equity Incentive Plan serves as the successor to the former stock option plan approved by the Board on October 30, 2018 (the “ Former Stock Option Plan ”) and no further options will be granted under the Former Stock Option Plan. The purpose of the Equity Incentive Plan is to: (i) provide the Corporation with a mechanism to attract, retain and motivate employees, consultants, executive officers and directors (“ Eligible Participants ”); (ii) align the interests of Eligible Participants in the Equity Incentive Plan with that of other shareholders of the Corporation generally; and (iii) promote the success of the Corporation’s business.

The maximum number of New Subordinate Voting Shares for which Awards may be issued to any one Eligible Participant in any 12-month period shall not exceed 5% of the outstanding New Subordinate Voting Shares, unless the Corporation obtains disinterested shareholder approval as required by the policies of any stock exchange on which the New Subordinate Voting Shares are listed (the “ Exchange ”). The aggregate number of New Subordinate Voting Shares for which options may be issued to any persons retained to provide Investor Relations Activities (as defined in the Equity Incentive Plan) in any 12-month period cannot exceed 2% of the outstanding New Subordinate Voting Shares, calculated on the date an option is granted to such persons, unless the Corporation obtains prior consent of the Exchange. The aggregate number of New Subordinate Voting Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding New Subordinate Voting

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Shares, calculated on the date an Award is granted to the consultant, unless the Corporation obtains prior consent of the Exchange.

A copy of the Equity Incentive Plan is attached hereto as Appendix “A”.

Equity Incentive Plan Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Equity Incentive Plan (the “ Equity Incentive Plan Resolution ”).

Under Policy 4.4 of the TSX Venture Exchange Corporate Finance Manual (the “ Manual ”), the Equity Incentive Plan Resolution must be approved by a majority of the votes cast at the Meeting, excluding votes attaching to Shares beneficially owned by insiders of the Corporation to whom Awards may be granted under the Equity Incentive Plan and their associates.

To the knowledge of the Corporation, the Shareholders who are ineligible to vote on the Stock Option Plan Resolution and their shareholdings are as follows:

Name of Insider or Associate	Number of Subordinate Voting Shares	Number of Multiple Voting Shares
Steven Salz	1,250,000	1,300,000
Steven Isenberg	2,558,291	1,700,000
Ryan White	5,000,000(1)	5,000,000(1)
Kevin Wimer	5,000,000(1)	5,000,000(1)
Stephen Rigby	Nil	Nil
Kirstine Stewart	Nil	Nil
Kejda Qorri	400,000	Nil

Note:

(1) Such Shares are held by CrayneAce Inc., a company controlled by Kevin Wimer and the spouse of Ryan White.

The Equity Incentive Plan Resolution is an ordinary resolution and as such, requires approval of a simple majority of the votes cast by the Shareholders present virtually, or represented by proxy, at the Meeting excluding votes attaching to Shares beneficially owned by insiders of the Corporation to whom Awards may be granted under the Equity Incentive Plan and their associates. The full text of the Equity Incentive Plan Resolution is as follows:

“ BE IT RESOLVED , as an ordinary resolution of the shareholders of PMML Corp. (the “ Corporation ”), that:

the Equity Incentive Plan of the Corporation as described in the information circular of the Corporation dated August 26, 2021, is hereby ratified and approved;
any one director or officer of the Corporation, and each of them, is hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of
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this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing;

the directors of the Corporation may revoke this resolution before it is acted upon without further approval of the shareholders of the Corporation.”

The Board unanimously recommends a vote for the Equity Incentive Plan Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the Equity Incentive Plan Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

Ratification of Awards under the Equity Incentive Plan

Ratification of Options

To meet the objectives of the Equity Incentive Plan, on August 26, 2021, the Board granted an aggregate of 1,439,555 options to purchase Subordinate Voting Shares (the “ Option Grants ”) with an exercise price of US$0.58 per Subordinate Voting Share, expiring on August 26, 2026. Of the Option Grants: (a) nil Options were granted to officers and directors of the Corporation; and (b) 1,439,555 Options were granted to other Eligible Participants. Subject to Shareholder approval of the Options, all of the Options subject to the Option Grant will vest upon the achievement of certain milestones.

While the Options comprising the Option Grants have been granted and issued with the Board’s approval, such Options cannot vest and be exercisable until the Shareholders have approved and ratified the Equity Incentive Plan and the Option Grants. Should the Shareholders fail to approve the Equity Incentive Plan and the Option Grants at the Meeting, the Options comprising the Option Grants will be cancelled forthwith.

Ratification of Restricted Share Units

To meet the objectives of the Equity Incentive Plan, on August 26, 2021, the Board granted an aggregate of 14,433,310 (the “ RSU Grants ”). Of the RSU Grants: (a) 12,193,827 RSUs were granted to officers and directors of the Corporation; and (b) 2,239,483 RSUs were granted to other Eligible Participants. Subject to Shareholder approval of the RSU Grants an aggregate of: (a) 7,316,296 of the RSUs granted to officers and directors shall vest immediately following the approval of the Equity Incentive Grant Resolution; and (b) 4,877,531 of the RSUs granted to officers and directors and all of the RSUs granted to other Eligible Participants shall vest upon the achievement of certain milestones.

While the RSUs comprising the RSU Grants have been granted and issued with the Board’s approval, such RSUs cannot vest until the Shareholders have approved and ratified the Equity Incentive Plan and the RSU Grants. Should the Shareholders fail to approve the Equity Incentive Plan and the RSU Grants at the Meeting, the RSUs comprising the RSUs Grants will be cancelled forthwith.

Ratification of Restricted Shares

To meet the objectives of the Equity Incentive Plan, on August 26, 2021, the Board approved the granting of an aggregate of 10,558,307 restricted shares (“ Restricted Share Grants ”, collectively with the Option Grants and RSU Grants, the “ Equity Incentive Plan Grants ”). Of the Restricted Share Grants an aggregate of: (a) 9,696,238 Restricted Shares were approved for grant to officers and directors of the Corporation; and (b) 862,069 Restricted Shares were approved for grant to other Eligible Participants.

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Subject to Shareholder approval of the Restricted Share Grants an aggregate of: (a) 5,817,743 of the Restricted Shares granted to officers and directors shall vest immediately following the approval of the Equity Incentive Grant Resolution; and (b) 3,878,495 of the Restricted Shares granted to officers and directors and all of the Restricted Shares granted to other Eligible Participants shall vest upon the achievement of certain milestones.

The Restricted Shares comprising the Restricted Share Grants cannot be issued until the Shareholders have approved and ratified the Equity Incentive Plan and the granting of the Restricted Share Grants. Should the Shareholders fail to approve the Equity Incentive Plan at the Meeting, the Restricted Shares comprising the Restricted Share Grants will be cancelled forthwith.

Equity Incentive Grant Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Equity Incentive Plan Grants (the “ Equity Incentive Grant Resolution ”).

Under Policy 4.4 of the Manual, the Equity Incentive Grant Resolution must be approved by a majority of the votes cast at the Meeting, excluding votes attaching to Shares beneficially owned by insiders of the Corporation to whom the Equity Incentive Plan Grants were made and their associates.

To the knowledge of the Corporation, the Shareholders who are ineligible to vote on the Equity Incentive Grant Resolution and their shareholdings are as follows:

Name of Insider or Associate	Number of Subordinate Voting Shares	Number of Multiple Voting Shares
Steven Salz	1,250,000	1,300,000
Steven Isenberg	2,558,291	1,700,000
Ryan White	5,000,000(1)	5,000,000(1)
Kevin Wimer	5,000,000(1)	5,000,000(1)
Stephen Rigby	Nil	Nil
Kirstine Stewart	Nil	Nil
Kejda Qorri	400,000	Nil

Note:

(1) Such Shares are held by CrayneAce Inc., a company controlled by Kevin Wimer and the spouse of Ryan White.

The Equity Incentive Grant Resolution is an ordinary resolution and as such, requires approval of a simple majority of the votes cast by the Shareholders present virtually, or represented by proxy, at the Meeting excluding votes attaching to Shares beneficially owned by insiders of the Corporation to whom the Equity Incentive Plan Grants were be made and their associates. The full text of the Equity Incentive Grant Resolution is as follows:

“ BE IT RESOLVED, as an ordinary resolution of the shareholders of PMML Corp. (the “ Corporation ”), that:

the grant of 1,439,555 Options comprising the Option Grants (as such terms are defined in the management information circular of PMML Corp. (the “ Corporation ”) dated August 26, 2021 (the “ Information Circular ”)), which have been approved for grant to certain Eligible Participants (as
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defined in the Information Circular) under the equity incentive plan of the Corporation all as further set out in the Information Circular, is hereby ratified and approved;

the grant of 14,433,310 RSUs comprising the RSU Grants (as such terms are defined in the Information Circular) which have been granted to certain Eligible Participants under the equity incentive plan of the Corporation all as further set out the Information Circular, is hereby ratified and approved;
the grant of 10,558,307 Restricted Shares comprising the Restricted Share Grants (as such terms are defined in the Information Circular), which have been approved for grant to certain Eligible Participants (as defined in the Information Circular) under the equity incentive plan of the Corporation all as further set out in the Information Circular, is hereby ratified and approved; and
any one director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to finalize, sign and deliver all documents, to enter into any agreements and to do and perform all acts and things as such individual, in his or her discretion, deems necessary or advisable in order to give effect to the intent of this resolution and the matters authorized hereby, including compliance with all securities laws and regulations and the rules and requirements of the TSX Venture Exchange or any other stock exchange on which the Corporation lists any of its shares, such determination to be conclusively evidenced by the finalizing, signing or delivery of such document or agreement or the performing of such act or thing.”

The Board unanimously recommends a vote for the Equity Incentive Grant Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the Equity Incentive Grant Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

Approval of Name Change

The Corporation wishes to effect a name change through an amendment of its articles from “PMML Corp.” to “Rivalry Corp.” or such other name as may be determined by the Board.

To effect the name change, the Corporation is required, pursuant to section 168 of the OBCA, to obtain approval by not less than two-thirds of the votes cast by shareholders of the Corporation present in person or represented by proxy and entitled to vote at the Meeting. Accordingly, the shareholders of the Corporation will be asked to approve the following special resolution (the “ Name Change Resolution ”):

“BE IT RESOLVED THAT:

the articles of PMML Corp. (the “ Corporation ”) shall be amended to change the name of the Corporation to “Rivalry Corp.” or such other name as determined by the board of directors of the Corporation;
the Corporation shall deliver the articles of amendment reflecting such name change in the prescribed form to the Director appointed under the Business Corporations Act (Ontario);
notwithstanding that this resolution has been duly passed by the holders of common shares of the Corporation, the directors of the Corporation are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to the
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implementation of the name change, without further notice to, or approval of, the shareholders of the Corporation; and

any one director or officer of the Corporation, and each of them, is hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Board unanimously recommends a vote for the Name Change Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the Name Change Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

Approval of Warrant Amendments

On August 26, 2021, the Board approved amendments (the “ Amendments ”) to an aggregate of 10,875,000, Subordinate Voting Share purchase warrants (the “ Subject Warrants ”). Each Subject Warrant entitles the holder thereof to purchase one Subordinate Voting Share at an exercise price of $0.25 per Subordinate Voting Share (the “ Exercise Price ”). The Amendments would allow the Subject Warrants to be exercised on a cashless basis, based on the formula

X = Y (A-B-C) A

where

X = the number of Subordinate Voting Shares to be issued to the holder upon exercise of the Subject Warrant;

Y = the number of Subject Warrants being exercised;

A = the closing price of the Subordinate Voting Shares on the principal market on which the Subordinate Voting Shares are then traded on the last trading date immediately prior to the date on which the holder exercises the Subject Warrants and provided that if the Subordinate Voting Shares are not posted for trading on a recognized exchange, the fair market value of the Subordinate Voting Shares as determined by the Board acting in good faith;

B = the Exercise Price (subject to adjustment as contemplated by the Subject Warrant); and

C = the amount of tax, if any, that is required to be remitted by the Corporation to the Canada Revenue Agency in connection with the exercise of the Subject Warrants with respect to each applicable Subordinate Voting Share.

An aggregate of 8,000,000 Subject Warrants are beneficially owned, directly or indirectly, by Steven Isenberg, Ryan White, Steven Salz and Kevin Wimer, each of whom is a director of the Corporation. When the Board approved the Amendments, each member of the Board disclosed their interest in respect of the

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matters thereto on account of being the beneficial owners of an aggregate of 8,000,000 Subject Warrants. Pursuant to section 132(5.2) of the OBCA, where all of the directors of a company are required to disclose their interest in a matter to be voted on by the board of directors of such company, such matter may be approved only by the shareholders of such company. As such, the Amendments will not come into effect until approved by the Shareholders.

The Shareholders are being asked to pass a resolution (the “ Warrant Amendment Resolution ”) to ratify, confirm and approve the Amendments.

“BE IT RESOLVED THAT:

the amendments to certain $0.25 common share purchase warrants of PMML Corp. (the “ Corporation ”) on August 26, 2021 as approved by the board of directors of the Corporation all as more fully described in the management information circular of the Corporation dated August 26, 2021 are hereby ratified, confirmed and approved; and
any one director or officer of the Corporation, and each of them, is hereby authorized and directed for and in the name of and on behalf of the Corporation, to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Warrant Amendment Resolution is an ordinary resolution and as such, requires approval of a simple majority of the votes cast by the Shareholders present virtually, or represented by proxy, at the Meeting excluding votes attaching to Shares beneficially owned the members of the Board and their associates.

The Board unanimously recommends a vote for the Warrant Amendment Resolution. The persons named in the accompanying Proxy (if named and absent contrary directions) intend to vote the Shares represented thereby FOR the Warrant Amendment Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

As at August 26, 2021, there is no indebtedness outstanding of any current or former director, executive officer or employee of the Corporation or any of its subsidiaries which is owing to the Corporation or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

Indebtedness of Directors and Executive Officers Under (1) Securities Purchase and (2) Other Programs

No individual is, or at any time during the most recently completed financial year of the Corporation was, a director or executive officer of the Corporation, and no proposed nominee for election as a director of the Corporation, or any associate of any such director, executive officer or proposed nominee: (i) is or at any time since the beginning of the most recently completed financial year of the Corporation has been,

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indebted to the Corporation or any of its subsidiaries, or (ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

SECURITY BASED COMPENSATION ARRANGEMENTS

Equity Compensation Plan Information

On October 30, 2018 the Board approved the Former Stock Option Plan. There are currently 7,359,620 options outstanding under the Former Stock Option Plan (not including the Option Grants). The Former Stock Option Plan provides that the aggregate number of Subordinate Voting Shares that may be issued upon the exercise of options issued thereunder cannot exceed 15% of the total number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding on a fully diluted basis (excluding options granted under the Former Stock Option Plan). The Corporation does not intend to issue any further options pursuant to the Former Stock Option Plan.

The Equity Incentive Plan permits the grant of (i) Incentive Stock Options (“ ISOs ”); (ii) Non-Qualified Stock Options; (iii) restricted shares (the “ Restricted Shares ”); and (iv) RSUs, which are referred to herein collectively as “ Awards ,” as more fully described below.

The following table sets out information as of December 31, 2020 with respect to the Former Stock Option Plan and the Equity Incentive Plan.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	Nil	Nil	Nil
Equity compensation plans not approved by securityholders	5,777,500	US$0.2456	20,842,513
TOTAL	5,777,500	US$0.2456	20,842,513

Summary of Terms and Conditions of the Equity Incentive Plan

The principal features of the Equity Incentive Plan are summarized below.

Purpose

The Equity Incentive Plan serves as the successor to the Former Stock Option Plan and no further options will be granted under the Former Stock Option Plan. The purposes of the Equity Incentive Plan is to: (i) provide the Corporation with a mechanism to attract, retain and motivate Eligible Participants; (ii) align the interests of Eligible Participants in the Equity Incentive Plan with that of other shareholders of the Corporation generally; and (iii) promote the success of the Corporation’s business.

Equity Incentive Options

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Equity Incentive Options granted under the Equity Incentive Plan shall be separately designated ISO or Non-Qualified Stock Options. Each Equity Incentive Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The vesting provisions of individual Equity Incentive Options may vary. Notwithstanding any other provision set out in the Equity Incentive Plan, Equity Incentive Options granted to Eligible Participants conducting Investor Relations Activities will vest (i) over a period of not less than 12 months as to 25% on the date that is three (3) months from the date of grant, and a further 25% on each successive date that is three (3) months from the date of the previous vesting; or (ii) such longer vesting period as the Board (or a committee of the Board as contemplated under the Equity Incentive Plan (the “ Committee ”)) may determine.

Incentive Stock Options

ISOs may only be granted to employees. A 10% shareholder shall not be granted an ISO unless the option exercise price is at least 110% of the fair market value of the New Subordinate Voting Shares at the grant date and the ISO is not exercisable after the expiration of five years from the grant date. Subject to this shareholder provision, no ISO shall be exercisable after the expiration of 10 years from the grant date; and the option exercise price of each ISO shall not be less than 100% of the fair market value of the New Subordinate Voting Shares on the grant date. Nonetheless, subject to the policies of the Exchange, an ISO may be granted with an exercise price lower than 100% of the fair market value if such Equity Incentive Option is granted pursuant to an assumption or substitution for another Equity Incentive Option in a manner satisfying the provisions of Section 424(a) of the Internal Revenue Code of 1986 (the “ Code ”).

To the extent that the aggregate fair market value (determined at the time of grant) of New Subordinate Voting Shares with respect to which ISOs are exercisable for the first time by any optionholder during any calendar year (under all plans of the Corporation and its affiliates) exceeds $100,000, the Equity Incentive Options or portions thereof which exceed such limit shall be treated as Non-Qualified Stock Options.

Non-Qualified Stock Options

Non-Qualified Stock Options may be granted to Eligible Participants. The term of a Non-Qualified Stock Option granted under the Equity Incentive Plan shall be determined by the Committee; provided, however, no Non-Qualified Stock Option shall be exercisable after the expiration of 10 years from the grant date. The exercise price of each Non-Qualified Stock Option shall not be less than 100% of the fair market value of the New Subordinate Voting Shares subject to the Equity Incentive Option on the grant date. Nonetheless, subject to the policies of the Exchange, an ISO may be granted with an option exercise price lower than 100% of the fair market value if such Equity Incentive Option is granted pursuant to an assumption or substitution for another Equity Incentive Option in a manner satisfying the provisions of Section 409A of the Code.

Restricted Awards

Restricted Shares

Each Eligible Participant granted Restricted Shares shall execute and deliver to the Corporation an Award agreement with respect to the Restricted Share setting forth the restrictions and other terms and conditions applicable to such Restricted Share. Restricted Shares awarded to an Eligible Participant shall be subject to the following restrictions until the expiration of the restricted period, commencing on the grant date and ending at the time or times set forth on a schedule established by the Committee (“ Restricted Period ”) and to such other terms and conditions as may be set forth in the applicable Award agreement: (i) if an escrow

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arrangement is used or the Corporation is to hold such shares, the Eligible Participant shall not be entitled to delivery of the certificate representing such shares; (ii) such shares shall be subject to the restrictions on transferability set forth in the Award agreement; (iii) such shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement; and (iv) to the extent such shares are forfeited, all rights of the Eligible Participant to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Corporation.

Upon the expiration of the Restricted Period with respect to any Restricted Shares, the restrictions set forth above and the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement.

RSUs

RSUs awarded to an Eligible Participant shall be subject to (i) forfeiture until the expiration of the Restricted Period and satisfaction of any applicable performance goals during such period, to the extent provided in the applicable Award agreement, and to the extent such RSUs are forfeited, all rights of the Eligible Participant to such RSUs shall terminate without further obligation on the part of the Corporation and (ii) such other terms and conditions as may be set forth in the applicable Award agreement.

Upon the expiration of the Restricted Period with respect to any outstanding RSUs, the Corporation shall deliver to the Eligible Participant, or his or her beneficiary, without charge, one New Subordinate Voting Share for each outstanding RSU and any dividend equivalent payments credited to the Eligible Participant’s account with respect to such RSUs and the interest thereon, if any; provided, however, that if explicitly provided in the Award agreement, the Committee may, in its sole discretion, elect to pay part cash or part cash and part New Subordinate Voting Share in lieu of delivering only New Subordinate Voting Shares for vested RSUs. If a cash payment is made in lieu of delivering New Subordinate Voting Shares, the amount of such payment shall be equal to the fair market value of the New Subordinate Voting Shares as of the date on which the Restricted Period lapsed.

General

The maximum number of New Subordinate Voting Shares for which Awards may be issued to any one Eligible Participant in any 12-month period shall not exceed 5% of the outstanding New Subordinate Voting Shares, unless the Corporation obtains disinterested shareholder approval as required by the policies of the Exchange. The aggregate number of New Subordinate Voting Shares for which options may be issued to any persons retained to provide Investor Relations Activities in any 12-month period cannot exceed 2% of the outstanding New Subordinate Voting Shares, calculated on the date an option is granted to such persons, unless the Corporation obtains prior consent of the Exchange. The aggregate number of New Subordinate Voting Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding New Subordinate Voting Shares, calculated on the date an Award is granted to the consultant, unless the Corporation obtains prior consent of the Exchange.

Change of Control

In the event of an actual or potential Change of Control (as defined in the Equity Incentive Plan) of the Corporation, the Board shall have discretion as to the treatment of Awards, including whether to (i) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of any Award; (ii) cancel Awards and cause to be paid to the holders of vested Awards the value of such Awards, if any, as determined by the Committee or the Board, in its sole discretion, it being understood that in the case of any

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option with an exercise price that equals or exceeds the price paid for a New Subordinate Voting Share in connection with the Change of Control, the Committee or the Board may cancel the option without the payment of consideration therefor; (iii) provide for the issuance of substitute Awards or the assumption or replacement of such Awards; or (iv) provide written notice to Eligible Participants that for a period of at least ten (10) days prior to the Change of Control, any Awards not exercised shall terminate and be of no further force and effect.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Corporation operates in a dynamic and rapidly evolving market. To succeed in this environment and to achieve its business and financial objectives, the Corporation must attract, retain and motivate a highly talented team of executive officers and directors. The Corporation expects its team of executive officers to possess and demonstrate strong leadership and management capabilities, as well as foster a culture of innovation, which is at the foundation of the Corporation’s success and remains a pivotal part of its operations. In order to achieve this, the Corporation emphasizes the hiring and retention of its executive team through competitive compensation practices. This effort has historically been undertaken by the Board. Following the Meeting and the satisfaction of the Escrow Release, the Board is expected to establish a Compensation Committee to be responsible for assisting it in fulfilling its governance and supervisory responsibilities, and overseeing the human resources, succession planning, and compensation policies, processes and practices. It is expected that the Compensation Committee will also be responsible for ensuring that the compensation policies and practices provide an appropriate balance of risk and reward consistent with the risk profile of the Corporation. The Board will adopt a written charter for the Compensation Committee setting out its responsibilities for administering the compensation programs and reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to the directors and officers. The Compensation Committee’s oversight is expected to include reviewing objectives, evaluating performance and ensuring that total compensation paid to the executive officers and various other key employees is fair, reasonable and consistent with the objectives of the philosophy and compensation program.

The Compensation Committee will be expected to evaluate the Corporation’s compensation programs as circumstances require and on an annual basis. As part of this evaluation process, the Compensation Committee will be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to the Corporation if it were required to find a replacement for a key employee.

The compensation practices are designed to retain, motivate and reward PMML’s executive officers for their performance and contribution to our long-term success. The Corporation seeks to compensate executive officers by combining short-term and long-term cash and equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives and to align executive officers’ incentives with the Corporation’s performance. The Corporation seeks to tie individual goals to the area of the executive officer’s primary responsibility. These goals may include the achievement of specific financial or business development goals. Corporate performance goals are based on financial performance of the Corporation during the applicable financial year.

In order to achieve its growth objectives, attracting and retaining the right team members is critical. A key part of this is a well-thought out compensation plan that attracts high performers and compensates them for continued achievements.

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As the Corporation transitions from being a privately-held company to a publicly-traded company, it will continue to evaluate its compensation philosophy and compensation program as circumstances require and plan to continue to review compensation on an annual basis.

The Corporation’s executive compensation consists primarily of three elements: (a) base salary; (b) shortterm incentives; and (c) long-term incentives. See “ Statement of Executive Compensation – Employee Agreements and Termination and Change of Control Benefits ”.

Compensation of NEOs and Directors, Excluding Compensation Securities

The following table sets forth the compensation of the NEOs and directors paid by the Corporation for each of the financial years ended December 31, 2019 and December 31, 2020.

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Steven Salz(2) Director and Chief Executive Officer	2020 2019	$94,125 $68,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$94,125 $68,500
Steven Isenberg Director	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Ryan White(2) Chief Technology Officer and Director	2020 2019	$93,750 $67,333	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$93,750 $67,333
Kevin Wimer(2) Chief Operating Officer and Director	2020 2019	$108,154 $95,663	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$108,154 $95,663
Kejda Qorri Chief Financial Officer	2020 2019	$150,000 $40,000	Nil Nil	Nil Nil	Nil Nil	$10,391 $23,782	$160,391 $63,782

Notes:

(1) None of the NEOs or directors are entitled to perquisites or other personal benefits which, in the aggregate, are worth over $50,000 or over 10% of their base salary.

(2) Compensation paid to each or Messrs. Salz, White and Wimer was in respect of their roles as officers of the Corporation.

Employee Agreements and Termination and Change of Control Benefits

Each of the NEOs and directors listed below (for the purposes of this section, the “ Employees ”) have entered into an employment agreement with the Corporation as described herein. Other than as described herein, the Corporation does not have any contract, agreement, plan or arrangement that provides for payments to an NEO or director at, following, or in connection with a termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Corporation or a change in an NEO or director’s responsibilities. Such employment agreements include provisions regarding base salary, eligibility for annual bonuses, enrollment of benefits and participation in the Equity Incentive Plan, among other things.

Steven Salz, Chief Executive Officer

On August 26, 2021, the Corporation and Mr. Salz entered into an executive employment agreement (the “ Salz Agreement ”) which provides for an annual base salary of $275,000. Mr. Salz is also eligible to

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participate in the Corporation's bonus plans, Equity Incentive Plan and standard benefit plans. In the event of termination of Mr. Salz without cause, Mr. Salz is entitled to a cash payment in an amount equal to 18 months base salary. In the event of termination of Mr. Salz's employment within a specified period following a change of control of the Corporation (as a result of certain specified events as set out in the Salz Agreement), Mr. Salz is entitled to a cash payment in an amount equal to 18 months base salary. The Salz Agreement further contemplates standard non-competition and non-solicitation clauses in favour of the Corporation during the term of the agreement and for a period of 18 months thereafter.

Ryan White, Chief Technology Officer and Director

On August 26, 2021, the Corporation and Mr. White entered into an executive employment agreement (the “ White Agreement ”) which provides for an annual base salary of $250,000. Mr. White is also eligible to participate in the Corporation's bonus plans, Equity Incentive Plan and standard benefit plans. In the event of termination of Mr. White without cause, Mr. White is entitled to a cash payment in an amount equal to 18 months base salary. In the event of termination of Mr. White's employment within a specified period following a change of control of the Corporation (as a result of certain specified events as set out in the White Agreement), Mr. White is entitled to a cash payment in an amount equal to 18 months base salary. The White Agreement further contemplates standard non-competition and non-solicitation clauses in favour of the Corporation during the term of the agreement and for a period of 18 months thereafter.

Kevin Wimer, Chief Marketing Officer and Director

On August 26, 2021, the Corporation and Mr. Wimer entered into an executive employment agreement (the “ Wimer Agreement ”) which provides for an annual base salary of US$215,000. Mr. Wimer is also eligible to participate in the Corporation's bonus plans, Equity Incentive Plan and standard benefit plans. In the event of termination of Mr. Wimer without cause, Mr. Wimer is entitled to a cash payment in an amount equal to 18 months base salary. In the event of termination of Mr. Wimer's employment within a specified period following a change of control of the Corporation (as a result of certain specified events as set out in the Wimer Agreement), Mr. Wimer is entitled to a cash payment in an amount equal to 18 months base salary. The Wimer Agreement further contemplates standard non-competition and non-solicitation clauses in favour of the Corporation during the term of the agreement and for a period of 18 months thereafter.

Kejda Qorri, Chief Financial Officer

On August 26, 2021, the Corporation and Ms. Qorri entered into an executive employment agreement (the “ Qorri Agreement ”) which provides for a signing bonus of $100,000 and an annual base salary of $250,000. Ms. Qorri is also eligible to participate in the Corporation's bonus plans, Equity Incentive Plan and standard benefit plans. In the event of termination of Ms. Qorri without cause, Ms. Qorri is entitled to a cash payment in an amount equal to 6 months base salary. In the event of termination of Ms. Qorri’s employment within a specified period following a change of control of the Corporation (as a result of certain specified events as set out in the Qorri Agreement), Ms. Qorri is entitled to a cash payment in an amount equal to 6 months base salary. The Qorri Agreement further contemplates standard non-competition and non-solicitation clauses in favour of the Corporation during the term of the agreement and for a period of 18 months thereafter.

Outstanding Security-Based Awards

The following table discloses all security-based awards granted to each director or NEO by the Corporation that are outstanding as at the date of this prospectus.

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		Security-Based Awards	Security-Based Awards	Security-Based Awards	Security-Based Awards
Name	Type of compensati on security	Number of New Subordinate Voting Shares underlying unexercised securities and percentage of class	Date of grant	Exercise price	Expiry Date
Steven Salz	RSUs(1)	6,457,569	August 26, 2021	N/A	N/A
Ryan White	Restricted Shares(2)	4,848,119	August 26, 2021	N/A	N/A
Kevin Wimer	Restricted Shares(2)	4,848,119	August 26, 2021	N/A	N/A
Kejda Qorri	Options RSUs(1)	700,000 3,000,000	October 30, 2018 August 26, 2021	US$0.23 N/A	October 30, 2024 – January 30, 2026 N/A
Steven Isenberg	RSUs(1)	2,736,258	August 26, 2021	N/A	N/A

Notes:

(1) Such securities have been issued but the vesting thereof is subject to the ratification by the Shareholders at the Meeting. See “ Particulars of Matters to be Acted Upon – Ratification of Awards under the Equity Incentive Plan ”.

(2) Such securities have been approved for grant by the Board, but will not be issued until ratified by the Shareholders at the Meeting. See “ Particulars of Matters to be Acted Upon – Ratification of Awards under the Equity Incentive Plan ”.

No director or NEO exercised compensation securities during the year ended December 31, 2020.

External Management Companies

None of the directors or NEOs of the Corporation have been retained or employed by an external management company that has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, directly or indirectly.

Directors and Officers Liability Insurance

Directors and officers liability insurance was purchased on December 26, 2020 at the Corporation's expense for the protection of all the directors and officers against liability incurred by them in their capacities as directors and officers of the Corporation and the Corporation's past and present subsidiaries.

STATEMENT OF CORPORATE GOVERNANCE

Under the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Corporation is required to disclose certain information relating to its corporate governance practices. This information is set forth below.

Board of Directors

The Board currently consists of four members of whom one has been determined to be independent based upon the tests set forth in NI 52-110. Stephen Rigby and Kirstine Stewart are expected to be nominated for election to the Board at the Meeting. Following the Meeting, Steven Isenberg, Stephen Rigby and Kirstine

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Stewart are expected to be independent directors. Steven Salz, Ryan White and Kevin Wimer are not independent directors as they are each executive officers of the Corporation.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Corporation, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Corporation and approve corporate strategies and goals. The day-to-day management of the business and affairs of the Corporation is delegated by the Board to the senior officers of the Corporation. The Board will give direction and guidance through the Chief Executive Officer to management and will keep management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board will recommend nominees to the shareholders for election as directors, and immediately following each annual general meeting will appoint the members of the committees of the Board.

In addition to the in camera sessions to be held by the Corporation’s independent directors, the Board will exercise its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Corporation are subject to prior approval of the Board. To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Corporation.

The mandate of the Board is to provide governance and stewardship to the Corporation and its business. The mandate sets out the Board’s responsibility for, among other things, (i) participating in the development of and approving a strategic plan for the Corporation; (ii) supervising the activities and managing the investments and affairs of the Corporation; (iii) approving major decisions regarding the Corporation; (iv) defining the roles and responsibilities of management and delegating management authority to the Chief Executive Officer; (v) approving related party transactions; (vi) reviewing and approving the business and investment objectives to be met by management; (vii) assessing the performance of and overseeing management; (viii) reviewing PMML’s debt strategy; (ix) identifying and managing risk exposure; (x) ensuring the integrity and adequacy of PMML’s internal controls and management information systems; (xi) succession planning; (xii) establishing committees of the Board, where required or prudent, and defining their mandate; (xiii) maintaining records and providing reports to shareholders; (xiv) ensuring effective communication with shareholders, other stakeholders and the public; (xv) determining the amount and timing of distributions to shareholders; and (xvi) monitoring the social responsibility, integrity and ethics of the Corporation.

The Board will adopt a written position description for the chair of the Board which will set out the chair’s key responsibilities, including, as applicable, duties relating to setting Board meeting agendas, chairing Board and shareholders meetings, director development and communicating with shareholders and regulators. The Board will also adopt a written position description for each of the committee chairs which will set out each of the committee chair’s key responsibilities, including duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

The activities of the executive officers are subject to the overriding supervision and direction of the Board. The responsibilities of the executive officers of PMML will include, but are not limited to, the following: (i) providing the Board with information and advice relating to the operation of PMML’s properties, acquisitions, dispositions, developments and financings; (ii) establishing, at least on an annual basis, investment and

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operating plans for the ensuing period, as approved by the Board, and implementing such plans and monitoring the financial performance of PMML; (iii) conducting and supervising the due diligence required in connection with proposed acquisitions and completing any acquisitions or dispositions, as approved by the Board; (iv) maintaining the books and financial records of PMML; (v) determining and preparing designations, elections and determinations to be made in connection with the income and capital gains of PMML for tax and accounting purposes, as approved by the Board; (vi) preparing reports and other information required to be sent to shareholders and other disclosure documents, as approved by the Board; (vii) calculating all distributions, as approved by the Board; (viii) communicating with shareholders and other persons, including investment dealers, lenders, investors, and professionals; (ix) administering or supervising the administration, on behalf of the Board, of the payment of distributions by PMML; and (x) ensuring PMML is in compliance with internal policies and regulatory and legal requirements.

The Board has adopted a written position description for the Chief Executive Officer which sets out the key responsibilities of such position. The primary functions of the Chief Executive Officer will be to lead the management of the business and affairs of PMML, to lead the implementation of the resolutions and the policies of the Board, to supervise day to day management and to communicate with shareholders and regulators. The Board considers that the role and responsibilities of the Chief Executive Officer are to develop the Corporation’s strategic plans and policies, recommend such plans and policies to the Board, report relevant matters to the Board, facilitate communications between the Board and management, provide executive leadership and identify business risks and opportunities and manage them accordingly. The mandate of the Chief Executive Officer will be considered by the Board for approval at least annually.

Directorships

The following director of the Corporation currently serves on the board of directors of another issuer that is a reporting issuer (or the equivalent) is are set out below:

Name	Name of Other Reporting Issuer	Name of Exchange
Steven Isenberg	Urbanfund Corp.	(TSXV: UFC)

Orientation and Continuing Education

While the Corporation does not have formal orientation and training programs, orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Corporation’s documents.

The Corporation has not adopted formal policies respecting continuing education for members of the Board. Members of the Board are encouraged to communicate with management, legal counsel, auditors and consultants, to keep themselves current with industry trends and developments and changes in legislation with management’s assistance, and to attend related industry seminars and visit the Corporation’s operations. Members of the Board have full access to the Corporation’s records.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law, and the restrictions placed by the Act on an individual director’s participation in decisions of the Board in which the director has an interest have helped to ensure that the Board operates independently of management and in the best interests of the Corporation.

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Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of the Corporation also serves as a director or officer of another company engaged in similar business activities to the Corporation, that director must comply with the conflict of interest provisions of the Act, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.

Nomination of Directors

The Corporation does not have a stand-alone nomination committee. The Board has responsibility for identifying potential candidates for the Board. The Board assesses potential candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the industry are consulted for possible candidates .

Compensation

It is anticipated that the Compensation Committee will initially consist of three independent directors and one non-independent director and will be charged with reviewing, overseeing and evaluating the compensation policies. It is anticipated that the Compensation Committee will be comprised of Stephen Rigby, who will act as chair of this committee, Steven Isenberg, Kirstine Stewart and Steven Salz. The Board believes that each of these members hold experience with respect to oversight on compensation or executive compensation matters.

Steven Salz is a proposed member of the Compensation Committee and is an officer of the Corporation. Accordingly, Mr. Salz will declare a conflict in respect of any matters related to his compensation and will recuse himself from all deliberations and meetings of the Compensation Committee that may directly or indirectly relate to his compensation. Accordingly, the Board believes that the Compensation Committee will be able to conduct its activities in an objective manner.

The Board expects to adopt a written charter setting forth the purpose, composition, authority and responsibility of the Compensation Committee. The Compensation Committee’s purpose will be to assist the Board in:

the appointment, performance, evaluation and compensation of our senior executives;
the recruitment, development and retention of our senior executives;
maintaining talent management and succession planning systems and processes relating to our senior management;
developing compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;
assessing the compensation of our directors;
developing benefit retirement and savings plans; and
administering the Corporation’s share compensation arrangements.
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Audit Committee

Following the Meeting and the satisfaction of the Escrow Release Conditions, the Board will establish an Audit Committee to provide assistance to the Board in fulfilling its obligations relating to the integrity of the internal financial controls and financial reporting of the Corporation. The external auditors of the Corporation will report directly to the Audit Committee. The Audit Committee’s primary duties and responsibilities will include: (i) reviewing and reporting to the Board on the annual audited financial statements (including the auditor’s report thereon) and unaudited interim financial statements and any related MD&A, if any, and other financial disclosure related thereto that may be required to be reviewed by the Audit Committee pursuant to applicable legal and regulatory requirements; (ii) reviewing material changes in accounting policies and significant changes in accounting practices and their impact on the financial statements; (iii) overseeing the audit function, including engaging in required discussions with the Corporation’s external auditor and reviewing a summary of the annual audit plan at least annually, overseeing the independence of the Corporation’s external auditor, overseeing the Corporation’s internal auditor, and pre-approving any non-audit services to the Corporation; (iv) reviewing at least annually, the Corporation’s policies for risk assessment and risk management; (v) reviewing with management and the Corporation’s external auditors, at least annually, the integrity of the internal controls over financial reporting and disclosure; (vi) reviewing management reports related to legal or compliance matters that may have a material impact on the Corporation and the effectiveness of the Corporation’s compliance policies; and (vii) establishing whistleblowing procedures and investigating any complaints or concerns it deems necessary.

The Corporation’s Audit Committee will be governed by a charter in substantially the form attached as Appendix “B” to this Information Circular.

Composition of the Audit Committee

It is anticipated that the Corporation’s Audit Committee will be composed of three directors, being Steven Isenberg (Chair), and Stephen Rigby and Kirstine Stewart.

Each of Steven Isenberg, Stephen Rigby and Kirstine Stewart are not executive officers, employees or an affiliated entity of the Corporation or of an affiliate of the Corporation. Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a director’s exercise of independent judgment.

Relevant Education and Experience

The education and experience of each proposed member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee can be found under the heading “ Particulars of Matters to be Acted Upon – Election of Directors”.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110, an exemption contained in subsection 6.1.1 of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

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The Audit Committee will have authority to engage and communicate with advisors and professionals for non-audit services.

External Auditors Service Fees (By Category)

The aggregate fees billed by the Corporation’s current and former auditors in each of the last two fiscal years are set out in the table below.

	December 31, 2020	December 31, 2019
Audit Fees(1)	$142,217	$53,675
Audit-Related Fees	$16,385	Nil
Tax Fees	$12,148	$22,713
All Other Fees	Nil	Nil
Total Fees	$170,750	$76,388

Notes:

(1) Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.
(2) Audit-related fees are fees for assurance and related services related to the performance of the audit or review of the annual financial statements that are not reported under “Audit Fees”. These include due diligence for business acquisitions, audit and accounting consultations regarding business acquisitions, and other attest services not required by statute.
(3) Tax fees, tax planning, tax advice and various taxation matters.

(4) All other fees include the aggregate fees billed for products and services provided by the Corporation’s external auditor, other than “Audit fees”, “Audit-related fees” and “Tax fees” above.

Exemption

The Corporation is relying upon the exemption in Section 6.1 of NI 52-110 with respect to the reporting obligations of “venture issuers”.

Assessments

The Board will monitor the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. On an ongoing annual basis, the Board will assess the performance of the Board as a whole, each of the individual directors and each committee of the Board in order to satisfy itself that each is functioning effectively.

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

Other than as set forth herein, no director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described herein, to the knowledge of the Corporation, no “informed person,” proposed director, or any associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since January 1, 2020 or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries. An “informed person” means, among others, (i)

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a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (iii) a reporting issuer that has purchased, redeemed, or otherwise acquired any of its securities, for so long as it holds any of its securities.

ADDITIONAL INFORMATION

Financial information is provided in the Financial Statements and management's discussion and analysis of the results thereon. Shareholders wishing to receive a copy of such materials should email a request to the Corporation at 116 Spadina Avenue Suite 701 Toronto, ON Canada M5V 2K6, Attention: Kejda Qorri.

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APPENDIX “A” – EQUITY INCENTIVE PLAN

(see attached)

A-1

PMML CORP. 2021 EQUITY INCENTIVE PLAN

1. Purpose; Eligibility.

1.1 General Purpose. The name of this plan is the PMML CORP. 2021 Equity Incentive Plan (the “ Plan ”). The purposes of the Plan are to (a) enable PMML CORP. a corporation incorporated pursuant to the laws of Ontario, Canada (the “ Company ”), to attract and retain the types of Employees, Consultants, Executive Officers and Directors who will contribute to the Company’s long term success; (b) provide incentives that align the interests of Employees, Consultants, Executive Officers and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are bona fide Employees, Consultants, Executive Officers and Directors of the Company and its Affiliates.

1.3 Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Shares, and (d) Restricted Share Units.

2. Definitions.

“ Affiliate ” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

“ Applicable Laws ” means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

“ Award ” means any right granted under the Plan, including an Option or a Restricted Award.

“ Award Agreement ” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

“ Blackout Period ” means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with the Company's insider-trading policy or applicable securities legislation, (which, for certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject).

“ Board ” means the Board of Directors of the Company, as constituted at any time.

“ Business Day ” means any day other than Saturday, Sunday or a day on which banks in the Province of Ontario are authorized or required by Applicable Law to be closed.

“ Cause ” means, unless the applicable Award Agreement provides otherwise:

With respect to any Employee or Consultant:

(a) If the Employee or Consultant is a party to an employment or service agreement with the Company or an Affiliate and such agreement provides for a definition of Cause, the definition contained therein;

(b) If no such agreement exists, or if such agreement does not define Cause: (i) failure to perform such duties as are reasonably requested by the Board; (ii) material breach of any agreement with the Company or an Affiliate, or a material violation of the Company’s or an Affiliate’s code of conduct or other written policy; (iii) commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (iv) use of illegal drugs or abuse of alcohol that materially impairs the Participant’s ability to perform his or her duties to the Company or an Affiliate; or (v) gross negligence or willful misconduct with respect to the Company or an Affiliate.

With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:

(a) malfeasance in office;
(b) gross misconduct or neglect;
(c) false or fraudulent misrepresentation inducing the Director’s appointment;
(d) willful conversion of corporate funds; or

(e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

“ Change in Control ” means:

(a) where after giving effect to the contemplated transaction and as a result of such transaction:

(i) any one Person (other than a holder of Class A Shares) holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or resulting company, or;

(ii) any combination of Persons (other than a holder or holders of Class A Shares), acting in concert by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor,

where such Person or combination of Persons did not previously hold a sufficient number of voting shares to materially affect control of the Company or its successor and, in the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 50% of the voting shares of the Company or resulting company is deemed to materially affect control of the Company or resulting company; or

(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person other than an Affiliate.

“ Class A Shares ” means the voting class “A” shares in the capital of the Company or such other shares resulting from the reclassification of the voting class “A” shares pursuant to a reorganization of the Company.

“ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“ Committee ” means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 3.4 and Section 3.5 or, if no such appointment has occurred, the Board.

“ Common Shares ” means the common shares in the capital of the Company or such other shares resulting from the reclassification of the common shares pursuant to a reorganization of the Company.

“ Company ” means PMML CORP. a corporation incorporated pursuant to the laws of Ontario, Canada, and any successor thereto.

“ Consultant ” means a person other than an Employee, Executive Officer, or Director of the Company that

(a) is engaged to provide ongoing bona fide services to the Company, other than services provided in relation to a distribution;

(b) provides the services under a written contract with the Company or an Affiliate;

(c) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate; and

(d) has a relationship with the Company or an Affiliate that enables the individual to be knowledgeable about the business and affairs of the Company,

and includes, subject to compliance with the policies of the Exchange,

(a) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder and a partnership of which the individual consultant is an employee or partner; and

(b) for a consultant that is not an individual, an employee, Executive Officer, or director of the consultant, provided that the individual Employee, Executive Officer, or Director spends or will spend a significant amount of time and attention on the affairs and business of the Company.

“ Continuous Service ” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate

will not constitute an interruption of Continuous Service. The Committee, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence, including sick leave, military leave or any other personal or family leave of absence.

“ Detrimental Activity ” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or any of its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Company or any of its subsidiaries for Cause; (iii) the breach of any non-competition, non-solicitation, nondisparagement or other agreement containing restrictive covenants, with the Company or its Affiliates; (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion; or (v) any other conduct or act determined to be materially injurious, detrimental or prejudicial to any interest of the Company or any of its Affiliates, as determined by the Committee in its sole discretion.

“ Director ” means a member of the Board.

“ Disability ” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

“ Discounted Market Price ” means the Fair Market Price of the Common Shares, less a discount of up to 25% if the Fair Market Price is $0.50 or less; up to 20% if the Fair Market Price is between $0.51 and $2.00; and up to 15% if the Fair Market Price is greater than $2.00;

“ Disinterested Shareholder Approval ” means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted shareholders' meeting, excluding votes attached to Common Shares beneficially owned by Insiders and their Affiliates and Associates (as defined in the policies of the Exchange).

“ Disqualifying Disposition ” has the meaning set forth in Section 14.10.

“ Effective Date ” shall mean the date as of which this Plan is adopted by the Board.

“ Employee ” means any person, including an officer or Director, employed by the Company or an Affiliate; provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or

subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

“ Exchange ” means the exchange on which the Common Shares are then principally traded.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto.

“ Executive Officer ” means an individual who is

(a) a chair, vice-chair or president;

(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production;

(d) such other person deemed an “executive officer” or “senior officer” under Applicable Law or the policies of the Exchange.

“ Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof.

“ Expiry Date ” means the day on which an Option lapses as specified in the Award Agreement therefor or in accordance with the terms of this Plan.

“ Fair Market Price ” means, on a given date, (i) if there is a public market for the Common Shares on such date, the closing price of the shares on the Exchange for the last market trading day prior to such date, and (ii) if there is no public market for the shares of Common Shares on such date, then the fair market price shall be determined by the Committee in good faith after taking into consideration all factors which it deems appropriate, including, without limitation, Sections 409A and 422 of the Code.

“ Grant Date ” means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such date as is set forth in such resolution.

“ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“ Insider ” means an insider as defined in the policies of the Exchange or as defined in securities legislation applicable to the Company.

“ Investor Relations Activities ” has the meaning assigned by Policy 1.1 of the TSXV Corporate Finance Manual, as amended from time to time.

“ Non-Qualified Stock Option ” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

“ Option ” means a non-assignable, non-transferable right to purchase Common Shares under this Plan.

“ Optionholder ” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

“ Option Exercise Price ” means the price at which a share of Common Shares may be purchased upon the exercise of an Option.

“ Outstanding Shares ” means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time.

“ Participant ” means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

“ Permitted Transferee ” means: (a) any corporation in respect of which the original Optionholder is the sole shareholder or (b) a retirement account (e.g. RRSP, RRIF), where the original Optionholder is a sole beneficiary.

“ Person ” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

“ Plan ” means this PMML CORP. 2021 Equity Incentive Plan and any sub-plans created pursuant to Section 14.2, as amended and/or amended and restated from time to time.

“ Regulatory Approval ” means the approval of the Exchange and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Awards issued hereunder.

“ Restricted Award ” means an Award of Restricted Shares or Restricted Share Units.

“ Restricted Period ” has the meaning set forth in Section 7.1.

“ Restricted Share ” means Common Shares, subject to certain specified restrictions (including, without limitation, a requirement that the Participant provide Continuous Service for a specified period of time) granted under Section 7 of the Plan.

“ Restricted Share Unit ” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant provide Continuous Service for a specified period of time) granted under Section 7 of the Plan.

“ Share Compensation Arrangement ” means any Awards under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a person providing services to the Company or an Affiliate.

“ Shares ” means the Common Shares and the Class A Shares.

“ Ten Percent Shareholder ” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

“ TSXV ” means the TSX Venture Exchange and any successor thereto.

3. Administration.

3.1 Authority of Committee. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board. Subject to the terms of the Plan, the Committee’s charter, if any, and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan, the Committee shall have the authority:

(a) to construe and interpret the Plan and apply its provisions;

(b) to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;

(c) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d) to delegate its authority to one or more officers of the Company;

(e) to determine when Awards are to be granted under the Plan and the applicable Grant Date;

(f) from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;

(g) to determine the number of Common Shares to be made subject to each Award;

(h) to determine whether each Option is to be an Incentive Stock Option or a Non-Qualified Stock Option;

(i) to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;

(j) to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided, however , that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment shall also be subject to the Participant’s consent;

(k) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under the Company’s employment policies;

(l) to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;

(m) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and

(n) to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

3.2 Acquisitions and Other Transactions. The Committee may, from time to time, assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either (i) granting an Award under the Plan in replacement of or in substitution for the award assumed by the Company, or (ii) treating the assumed award as if it had been granted under the Plan if the terms of such assumed award could

be applied to an Award granted under the Plan. Such assumed award shall be permissible if the holder of the assumed award would have been eligible to be granted an Award hereunder if the other entity had applied the rules of this Plan to such grant. The Committee may also grant Awards under the Plan in settlement of or in substitution for outstanding awards or obligations to grant future awards in connection with the Company or an Affiliate acquiring another entity, an interest in another entity, or an additional interest in an Affiliate whether by merger, stock purchase, asset purchase or other form of transaction.

3.3 Committee Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

3.4 Delegation. The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “ Committee ” shall apply to any person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

3.5 Committee Composition. Except as otherwise determined by the Board, the Committee shall consist solely of two or more Directors appointed to the Committee from time to time by the Board.

3.6 Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Committee in settlement thereof ( provided, however , that the settlement has been approved by the Company, which approval shall

not be unreasonably withheld) or paid by the Committee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however , that within 60 days after institution of any such action, suit or proceeding, such Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

4. Shares Subject to the Plan.

4.1 Subject to adjustment in accordance with Section 11, the aggregate number of Common Shares which may be available for issuance under the Plan will not exceed 33,473,586 Common Shares provided that no more than 33,473,586 Common Shares may be granted as Incentive Stock Options. During the terms of the Awards, the Company shall keep available at all times the number of Common Shares required to satisfy such Awards.

4.2 Common Shares available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

4.3 Any Common Shares subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment of an Option or (b) shares delivered or withheld by the Company to satisfy any tax withholding obligation.

4.4 If the Committee authorizes the assumption of awards pursuant to Section 3.2 or Section 12.1 hereof, the assumption will reduce the number of shares available for issuance under the Plan in the same manner as if the assumed awards had been granted under the Plan.

4.5 Limitations on Issue. Subject to Section 13.3, and subject to the Common Shares being listed on the TSXV (or such other Exchange whereby such restrictions are required), the following restrictions on issuance of Awards are applicable under the Plan:

(a) no Participant can be granted an Award if that Award would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Participant in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Company has obtained Disinterested Shareholder Approval to do so;

(b) the aggregate number of Options granted to all Participants conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the

Outstanding Shares, calculated at the time of grant, without the prior consent of the Exchange; and

(c) the aggregate number of Options granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the Exchange.

4.6 Legends. Any Common Shares issued in connection with any Awards shall bear such legends as may be required pursuant to Applicable Laws and the policies of the Exchange.

5. Eligibility.

5.1 Eligibility for Specific Awards. Incentive Stock Options may be granted to Employees only. Awards other than Incentive Stock Options may be granted to Employees, Consultants and Directors.

5.2 Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option Exercise Price is at least 110% of the Fair Market Price of the Common Shares at the Grant Date and the Option is not exercisable after the expiration of five years from the Grant Date.

5.3 Limitations. Subject to Section 13.3, and provided that the Common Shares are then trading on the facilities of the TSXV (or such other Exchange on which such restrictions are required), the following restrictions on the issuances of Awards are applicable under the Plan:

(a) no Participant can be granted an Award if that Award would result in the total number of Awards, together with all other Share Compensation Arrangements granted to such Participant in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Company has obtained Disinterested Shareholder Approval to do so;

(b) no Awards, other than Options may be granted to any Participant conducting Investor Relations Activities, and only Investor Relations Activities, on behalf of the Company;; and

(c) the aggregate number of Awards granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the Exchange.

Options.

6.1 Option Provisions. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options shall be separately designated Incentive Stock Options or Non-Qualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for Common Shares purchased on exercise of each type of Option. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the provisions of Sections 6.2 through 6.13 hereof.

6.2 Term. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the Grant Date. The term of a Non-Qualified Stock Option granted under the Plan shall be determined by the Committee; provided, however , no Non-Qualified Stock Option shall be exercisable after the expiration of 10 years from the Grant Date.

6.3 Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5.2 regarding Ten Percent Shareholders and the policies of the Exchange, the Option Exercise Price of each Incentive Stock Option shall be not less than 100% of the Fair Market Price of the Common Shares subject to the Option on the Grant Date. Notwithstanding the foregoing and subject to the policies of the Exchange, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

6.4 Exercise Price of a Non-Qualified Stock Option. The Option Exercise Price of each Non-Qualified Stock Option shall be not less than the Market Price of the Common Shares subject to the Option on the Grant Date. Notwithstanding the foregoing and subject to the policies of the Exchange, a Non-Qualified Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding sentence (but not lower than the Discounted Market Price) if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A of the Code.

6.5 Method of Exercise. The Option Exercise Price shall be paid, to the extent permitted by Applicable Laws, and in compliance with the rules of the stock exchange on which the Common Shares are then trading, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of the Committee, upon such terms as the Committee shall approve: (i) by delivery to the Company of other Common Shares, duly endorsed for transfer to the Company, with a Fair Market Price on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired; (ii)

by a “net exercise” procedure effected by withholding the minimum number of Common Shares otherwise issuable in respect of an Option that are needed to pay the Option Exercise Price; (iii) by any combination of the foregoing methods; or (iv) in any other form of legal consideration that may be acceptable to the Committee. Unless otherwise specifically provided in the Option, the Option Exercise Price that is paid by delivery to the Company of other Common Shares acquired, directly or indirectly from the Company, shall be paid only by Common Shares that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). For certainty, the Company shall not be allowed to permit any cashless exercise of Options while the Common Shares are listed on the facilities of the TSXV without the prior written consent of the TSXV.

6.6 Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder, or unless indicated by the Optionholder by will or by the laws of descent and distribution, a designated third party, who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.7 Transferability of a Non-Qualified Stock Option. A Non-Qualified Stock Option may, in the sole discretion of the Committee, be transferable to a Permitted Transferee, upon written approval by the Committee to the extent provided in the Award Agreement. If the Non-Qualified Stock Option does not provide for transferability, then the Non-Qualified Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder, or unless indicated by the Optionholder by will or by the laws of descent and distribution, a designated third party, who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

6.8 Vesting of Options.

(a) Each Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Committee may deem appropriate. The vesting provisions of individual Options may vary. No Option may be exercised for a fraction of a Common Share. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement upon the occurrence of a specified event.

(b) Unless otherwise specified by the Committee at the time of granting an Option as provided for in Section 6.8(a) and except as otherwise provided in this Plan, each Option will vest and be exercisable as follows: (i) 25% of the total number of Common Shares that may be purchased will vest on the first (1[st] ) annual anniversary of the Grant Date, and (ii) the balance of the Options shall vest quarterly in equal

consecutive tranches over the subsequent three (3) year period with the first of such vesting occurring on the fifteenth (15[th] ) month anniversary of the Grant Date.

(c) Notwithstanding any other provision hereof, Options granted to Participants conducting Investor Relations Activities will vest:

(i) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or

(ii) such longer vesting period as the Board or Committee may determine.

6.9 Termination of Continuous Service. Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have been approved by the Committee, in the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three months following the termination of the Optionholder’s Continuous Service or (b) the expiration of the term of the Option as set forth in the Award Agreement; provided that , if the termination of Continuous Service is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.

6.10 Disability of Optionholder. Unless otherwise provided in an Award Agreement, in the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate.

6.11 Death of Optionholder. Unless otherwise provided in an Award Agreement, in the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (a) the date 12 months following the date of death or (b) the expiration of the term of such Option as set forth in the Award Agreement. If, after the Optionholder’s death, the Option

is not exercised within the time specified herein or in the Award Agreement, the Option shall terminate.

6.12 Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Price (determined at the time of grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

6.13 Detrimental Activity. Unless otherwise provided in an Award Agreement, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable on the date on which an Optionholder engages in Detrimental Activity.

6.14 Blackout. Should the Expiry Date for an Option fall within a Blackout Period, such Expiry Date shall, subject to approval of the Exchange, if applicable, be automatically extended without any further act or formality to that day which is the tenth (10[th] ) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. Notwithstanding any other provisions herein, the tenth Business Day period referred to in this Section 6.14 may not be extended by the Board.

7. Restricted Awards.

7.1 General. A Restricted Award is an Award of actual Common Shares (“ Restricted Share ”) or an Award of hypothetical Common Share Units (“ Restricted Share Units ”) having a value equal to the Fair Market Price of an identical number of Common Shares. Restricted Awards may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose for such period (the “ Restricted Period ”) as the Committee shall determine. Each Restricted Award granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the conditions set forth in this Section 7 and the policies of the Exchange, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

7.2 Restricted Share. Each Participant granted Restricted Shares shall execute and deliver to the Company an Award Agreement with respect to the Restricted Shares setting forth the restrictions and other terms and conditions applicable to such Restricted Shares. If the Committee determines that the Restricted Share shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect to the Restricted Share covered by such agreement. If a

Participant fails to execute an agreement evidencing an Award of Restricted Shares and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Shares, including the right to vote such Restricted Share and the right to receive dividends; provided that , any dividends with respect to the Restricted Share shall be withheld by the Company for the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee. The dividends so withheld by the Committee and attributable to any particular share of Restricted Shares (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Price equal to the amount of such dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends. If the Company grants Common Shares as part of any dividend as determined by the Committee in accordance with this Section 7.2, the number of Common Shares outlined in Section 4.1 of the Plan shall be reduced by the same number of Common Shares granted as such dividend by the Committee to the Participant.

7.3 Restricted Share Units. The terms and conditions of a grant of Restricted Share Units shall be reflected in an Award Agreement. No Common Shares shall be issued at the time a Restricted Share Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Share Units granted hereunder. To the extent provided in an Award Agreement, the holder of Restricted Share Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on Common Shares) either in cash or, at the sole discretion of the Committee, in Common Shares having a Fair Market Price equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as provided by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable to the Participant upon the release of restrictions on such Restricted Share Units, and if such Restricted Share Units are forfeited, the Participant shall have no right to such dividend equivalent payments. If the Company grants Common Shares as part of any dividend as determined by the Committee in accordance with this Section 7.3, the number of Common Shares outlined in Section 4.1 of the Plan shall be reduced by the same number of Common Shares granted as such dividend by the Committee to the Participant.

7.4 Restrictions.

(a) Restrictions on Restricted Share. Restricted Share awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used or the Company is to hold the Restricted Shares, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement; (D) the shares shall be non-assignable and non-transferrable; and (E) to the extent

such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company.

(b) Restrictions on Restricted Share Units. Restricted Share Units awarded to a Participant shall be: (A) subject to forfeiture until the expiration of the Restricted Period and satisfaction of any applicable performance goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such Restricted Share Units are forfeited, all rights of the Participant to such Restricted Share Units shall terminate without further obligation on the part of the Company; (B) non-assignable and non-transferrable and (C) such other terms and conditions as may be set forth in the applicable Award Agreement.

(c) Committee Discretion to Remove Restrictions. The Committee shall have the authority to remove any or all of the restrictions on the Restricted Share or Restricted Share Units whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the Grant Date, such action is appropriate.

7.5 Restricted Period. The Restricted Period shall commence on the Grant Date and end at the time or times set forth on a schedule established by the Committee in the applicable Award Agreement; provided, however , that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Restricted Award at any time and for any reason. The Committee may, but shall not be required to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.

7.6 Delivery of Restricted Shares and Settlement of Restricted Share Units. Upon the expiration of the Restricted Period with respect to any Restricted Shares, the restrictions set forth in Section 7.4(a) and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge, the stock certificate evidencing the Restricted Share which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any dividends credited to the Participant’s account with respect to such Restricted Share and the interest thereon, if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Share Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one Common Share for each outstanding Restricted Share Unit and any dividend equivalent payments credited to the Participant’s account with respect to such Restricted Share Units and the interest thereon, if any; provided, however, that if explicitly provided in the Award Agreement, the Committee may, in its sole discretion, elect to pay part cash or part cash and part Common Stock in lieu of delivering only Common Shares for vested Restricted Share Units. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Price of the Common Shares as of the date on which the Restricted Period lapsed.

No Restricted Award may be granted or settled for a fraction of a Common Share.

8. Securities Law Compliance.

8.1 Securities Registration. No Awards shall be granted under the Plan and no Common Shares shall be issued and delivered upon the exercise of Options granted under the Plan unless and until the Company and/or the Participant have complied with all applicable federal and state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction, including the Exchange.

8.2 Representations; Legends. The Committee may, as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant to (i) represent in writing that the Common Shares received in connection with such Award are being acquired for investment and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing Common Shares acquired under the Plan shall bear a legend in such form as the Company deems appropriate, including pursuant to Section 4.6.

9. Stock Proceeds.

9.1 Use of Proceeds from Stock. Proceeds from the sale of Common Shares pursuant to Awards, or upon exercise thereof, shall constitute general funds of the Company.

10. Miscellaneous Provisions

10.1 Acceleration of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

10.2 Shareholder Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Common Shares subject to an Award unless and until such Participant has satisfied all requirements for exercise or settlement of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Common Share certificate is issued, except as provided in Section 11 hereof.

10.3 No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the

Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause, in accordance with such Employee’s employment agreement; (b) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be; or (c) the service of a Consultant pursuant to the terms of any contract between the Consultant and the Company or an Affiliate and any applicable provisions of the laws of the jurisdiction in which the Company or the Affiliate is (or is deemed to be) incorporated, amalgamated or continued, as applicable.

10.4 Transfer; Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result from either (a) a transfer of employment to the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except to the extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.

10.5 Withholding Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the Participant may satisfy any federal, state, provincial or local tax withholding obligation relating to the exercise or acquisition of Common Shares under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable to the Participant as a result of the exercise or acquisition of Common Shares under the Award, provided, however , that no Common Shares are withheld with a value exceeding the maximum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered Common Shares .

Adjustments Upon Changes in Shares. In the event of changes in the outstanding Common Shares or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and the maximum number of Common Shares subject to Awards stated in Section 4 will be equitably adjusted or substituted, as to the number, price or kind of a Common Share or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this Section 11; unless the Committee specifically determines that such adjustment is in the best interests of the Company or its Affiliates, the Committee shall, in the case of Incentive Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification, extension or renewal of the

Incentive Stock Options within the meaning of Section 424(h)(3) of the Code and in the case of Non-Qualified Stock Options, ensure that any adjustments under this Section 11 will not constitute a modification of such Non-Qualified Stock Options within the meaning of Section 409A of the Code. Any adjustments made under this Section 11 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and upon notice, such adjustment shall be conclusive and binding for all purposes

12. Effect of Change in Control.

12.1 In the event of a Change in Control, the Committee may, but shall not be

obligated to:

(a) accelerate, vest or cause the restrictions to lapse with respect to all or any portion of any Award;

(b) cancel Awards and cause to be paid to the holders of vested Awards the value of such Awards, if any, as determined by the Committee, in its sole discretion, it being understood that in the case of any Option with an Option Exercise Price that equals or exceeds the price paid for a Common Share in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor;

(d) provide written notice to Participants that for a period of at least ten days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Common Shares subject thereto and upon the occurrence of the Change in Control, any Awards not so exercised shall terminate and be of no further force and effect.

12.2 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.

13. Amendment of the Plan and Awards.

13.1 Amendment of the Plan. Subject to the requirements and policies of the Exchange and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan or any Award granted as follows:

(a) it may make amendments which are of a typographical, grammatical or clerical nature only;

(b) it may change the vesting provisions of an Award granted hereunder, subject to prior written approval of the Exchange, if such approval is required;

(c) it may change the termination provision of an Option granted hereunder which does not entail an extension beyond the original Expiry Date of such Option;

(d) it may make amendments necessary as a result in changes in securities laws applicable to the Company;

(e) if the Company becomes listed or quoted on a stock exchange it may make such amendments as may be required by the policies of such stock exchange;

(f) it may make such amendments that reduce, and do not increase, the benefits of this Plan to Participants; or

(g) as contemplated by Section 13.4.

13.2 Shareholder Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval.

13.3 Disinterested Shareholder Approval. The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

(a) the Plan, together with all of the Company's other previous Share Compensation Arrangements, could result at any time in:

(i) the aggregate number of Common Shares reserved for issuance under Awards granted to Insiders exceeding 10% of the Outstanding Shares;

(ii) the number of Common Shares issued to Insiders within a oneyear period exceeding 10% of the Outstanding Shares; or,

(iii) the issuance to any one Participant, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares; or

(b) any reduction in the Exercise Price of an Award previously granted to an Insider; or

13.4 Option Amendment.

(a) Subject to Section 13.3(b) and the policies of the Exchange, the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSXV, and the date of the last amendment of the Exercise Price.

(b) An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in Section 6.2.

(c) Any proposed amendment to the terms of an Option, if required, must be approved by the Exchange prior to the exercise of such Option as amended.

13.5 Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

13.6 No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

13.7 Amendment of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided, however , that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.

14. General Provisions

.

14.1 Clawback; Forfeiture. Notwithstanding anything to the contrary contained herein, the Committee may, in its sole discretion, provide in an Award Agreement or otherwise that the Committee may cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may, in its sole discretion, also provide in an Award Agreement or otherwise that (i) if the Participant has engaged in or engages in Detrimental Activity, the Participant will forfeit any gain realized on the vesting, exercise or settlement of any Award, and must repay the gain to the Company and (ii) if the Participant receives any

amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with Applicable Laws.

14.2 Sub-plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

14.3 Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.

14.4 Recapitalizations. Each Award Agreement shall contain provisions required to reflect the provisions of Section 11.

14.5 Delivery. Upon exercise of a right granted under this Plan, the Company shall issue Common Shares or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of this Plan, 30 days shall be considered a reasonable period of time.

14.6 No Fractional Shares. No fractional Common Shares shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional Common Shares or whether any fractional shares should be rounded, forfeited or otherwise eliminated.

14.7 Other Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.

14.8 Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of Continuous Service shall

instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

14.9 Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of Common Shares acquired upon exercise of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock Option or within one year after the issuance of the Common Shares acquired upon exercise of such Incentive Stock Option (a “ Disqualifying Disposition ”) shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such Common Shares. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in this Section, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.

14.10 Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.

14.11 Expenses. The costs of administering the Plan shall be paid by the

Company.

14.12 Severability. If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby.

14.13 Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.

14.14 Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements.

15. Termination.

15.1 Termination or Suspension of the Plan. The Plan shall terminate on the date that is ten (10) years from the date that the Plan is adopted by the Board. Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

16. Choice of Law.

16.1 Choice of Law. The law of the Province of Ontario and the federal laws of Canada applicable therein shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of law rules.

As adopted by the Board of Directors of PMML CORP. on August 26, 2021.

APPENDIX “B” – AUDIT COMMITTEE CHARTER

(see attached)

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PMML CORP.

AUDIT COMMITTEE CHARTER

1. Introduction

The Audit Committee (the “ Committee ” or the “ Audit Committee ”) of PMML Corp. (the “ Company ”) is a committee of the Board of Directors (the “ Board ”). The Committee shall oversee the accounting and financial reporting practices of the Company and the audits of the Company’s financial statements and exercise the responsibilities and duties set out in this Mandate.

2. Membership

Number of Members

The Committee shall be composed of three or more members of the Board.

Independence of Members

A majority of the members of the Committee must be independent. “Independent” shall have the meaning, as the context requires, given to it in National Instrument 52-110 Audit Committees , as may be amended from time to time.

Chair

At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee’s compliance with this Mandate, work with management to develop the Audit Committee’s annual work-plan and provide reports of the Audit Committee to the Board.

Financial Literacy of Members

At the time of his or her appointment to the Committee, each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

3. Meetings

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee shall constitute a quorum.

Calling of Meetings

The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer may call a meeting of the Audit Committee by notifying the Company’s Corporate Secretary who will notify the members of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Audit Committee meeting. In addition, the Committee may invite to a meeting any officers or employees of the Company, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities. At least once per year, the Committee shall meet with the internal auditor and management in separate sessions to discuss any matters that the Committee or such individuals consider appropriate.

Meetings without Management

The Committee shall hold unscheduled or regularly scheduled meetings, or portions of meetings, at which management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.

Access to Management

The Committee shall have unrestricted access to the Company’s management and employees and the books and records of the Company.

4. Duties and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company, as are in effect from time to time (collectively, the “ Applicable Requirements ”).

Financial Reports

(a) General

The Audit Committee is responsible for overseeing the Company’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Company. The auditors are responsible for auditing the Company’s annual consolidated financial statements and for reviewing the Company’s unaudited interim financial statements.

(b) Review of Annual Financial Reports

The Audit Committee shall review the annual consolidated audited financial statements of the Company, the auditors’ report thereon and the related management’s discussion and analysis of the Company’s financial condition and results of operation (“ MD&A ”). After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports

The Audit Committee shall review the interim consolidated financial statements of the Company, the auditors’ review report thereon and the related MD&A. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the interim financial statements and the related MD&A.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

(i) meet with management and the auditors to discuss the financial statements and MD&A;
(ii) review the disclosures in the financial statements;
(iii) review the audit report or review report prepared by the auditors;
(iv) discuss with management, the auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
(v) review the accounting policies followed and critical accounting and other significant estimates and judgements underlying the financial statements as presented by management;
(vi) review any material effects of regulatory accounting initiatives or offbalance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments under IFRS;
(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;
(viii) review management’s report on the effectiveness of internal controls over financial reporting;
(ix) review the factors identified by management as factors that may affect future financial results;
(x) review results of the Company’s audit committee whistleblower program; and
(xi) review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or Applicable Requirements.

(e) Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Company, press releases disclosing, or based upon, financial results of the Company and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

(f) Periodical Review of Procedures

The Audit Committee shall assess the adequacy of the procedures set out in (d) and (e) above on an annual basis and shall make recommendation to the Board with respect to any necessary amendments to this Audit Committee Charter.

Auditors

(a) General

The Audit Committee shall be responsible for oversight of the work of the auditors, including the auditors’ work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

(b) Nomination and Compensation

The Audit Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Audit Committee shall have ultimate authority to approve all audit engagement terms and fees, including the auditors’ audit plan.

(c) Resolution of Disagreements

The Audit Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

(d) Discussions with Auditors

At least annually, the Audit Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

(e) Audit Plan

At least annually, the Audit Committee shall review a summary of the auditors’ annual audit plan. The Audit Committee shall consider and review with the auditors any material changes to the scope of the plan.

(f) Quarterly Review Report

The Audit Committee shall review a report prepared by the auditors in respect of each of the interim financial statements of the Company.

(g) Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the auditors a formal written statement describing all relationships between the auditors and the Company; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain written confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Audit Committee shall take appropriate action to oversee the independence of the auditors.

(h) Evaluation and Rotation of Lead Partner

At least annually, the Audit Committee shall review the qualifications and performance of the lead partner(s) of the auditors and determine whether it is appropriate to adopt or continue a policy of rotating lead partners of the external auditors.

(i) Requirement for Pre-Approval of Non-Audit Services

The Audit Committee shall approve in advance any retainer of the auditors to perform any nonaudit service to the Company that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit

Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

(j) Approval of Hiring Policies

The Audit Committee shall review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(k) Communication with Internal Auditor

The internal auditor, when appointed, shall report regularly to the Committee. The Committee shall review with the internal auditor any problem or difficulty the internal auditor may have encountered including, without limitation, any restrictions on the scope of activities or access to required information, and any significant reports to management prepared by the internal auditing department and management’s responses thereto.

The Committee shall periodically review and approve the mandate, plan, budget and staffing of the internal audit department. The Committee shall direct management to make changes it deems advisable in respect of the internal audit function.

The Committee shall review the appointment, performance and replacement of the senior internal auditing executive and the activities, organization structure and qualifications of the persons responsible for the internal audit function.

Financial Executives

The Committee shall review and discuss with management the appointment of key financial executives and recommend qualified candidates to the Board, as appropriate.

Internal Controls

(a) General

The Audit Committee shall review the Company’s system of internal controls.

(b) Establishment, Review and Approval

The Audit Committee shall require management to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the auditors:

(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Company’s internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions;
(ii) any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Company’s periodic regulatory filings;
(iii) any material issues raised by any inquiry or investigation by the Company’s regulators;
(iv) the Company’s fraud prevention and detection program, including deficiencies in internal controls that may impact the integrity of financial information, or may expose the Company to other significant internal or external fraud losses and the extent of those losses and any disciplinary action in respect of fraud taken against management or other employees who have a significant role in financial reporting; and
(v) any related significant issues and recommendations of the auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

Compliance with Legal and Regulatory Requirements

The Audit Committee shall review reports from the Company’s Corporate Secretary and other management members on: legal or compliance matters that may have a material impact on the Company; the effectiveness of the Company’s compliance policies; and any material communications received from regulators. The Audit Committee shall review management’s evaluation of and representations relating to compliance with specific applicable law and guidance, and management’s plans to remediate any deficiencies identified.

Audit Committee Whistleblower Procedures

The Audit Committee shall establish for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Audit Committee and, if the Audit Committee determines that the matter requires further investigation, it will direct the Chair of the Audit Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and legal counsel to reach a satisfactory conclusion.

Audit Committee Disclosure

The Audit Committee shall prepare, review and approve any audit committee disclosures required by Applicable Requirements in the Company’s disclosure documents.

Delegation

The Audit Committee may, to the extent permissible by Applicable Requirements, designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.

5. Authority

The Audit Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) to set and pay the compensation for any advisors employed by the Audit Committee; and
(c) to communicate directly with the internal and external auditors.

6. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Audit Committee, functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Articles and By-laws, it is not intended to establish any legally binding obligations.

7. Mandate Review

The Audit Committee shall review and update this Mandate annually and present it to the Board for approval where the Audit Committee recommends amendments to this Mandate.

APPENDIX “C” – SECTION 185 OF THE OBCA

Rights of dissenting shareholders

185.(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181; or

(e) sell, lease or exchange all or substantially all its property under subsection 184(3), a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170(1),
a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in, (a) clause 170(1)(a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or
(b) subsection 170(5) or (6).

One class of shares

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

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment, (a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

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No partial dissent

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

Objection

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

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

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

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

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(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
- (ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

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

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

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

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given, (a) has sent to the corporation the notice referred to in subsection (10); and (b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder

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who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

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

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

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

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

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

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

Idem

C-5

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

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

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

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

C-6

APPENDIX “D” – SHARE TERMS

(see attached)

D-1

PMML Corp. (the “ Corporation ”) shall amend its articles as follows:

to re-designate and re-classify each issued and outstanding: (a) common share (“ Common Shares ”) as a subordinate voting share (a “ Subordinate Voting Share ”); and (b) Class A share (“ Class A Share ”) as a multiple voting share (a “ Multiple Voting Share ”);
to cancel all of the authorized and unissued Common Shares and Class A Shares in the capital of the Corporation and deleting all of the rights, privileges, restrictions and conditions attaching thereto;
the authorized capital of the Corporation, after giving effect to the foregoing, shall consist of an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares; and
to provide the rights, privileges, restrictions and conditions attached to the Subordinate Voting Shares and Multiple Voting Shares of the Corporation are as follows:

The rights, privileges, restrictions and conditions attaching to the Subordinate Voting Shares and the Multiple Voting Shares are:

(a) Dividends ; Rights on Liquidation , Dissolution , or Winding-Up . The Subordinate Voting Shares and the Multiple Voting Shares shall be subject to and subordinate to the rights, privileges, restrictions and conditions attaching to the shares of any other class ranking senior to the Subordinate Voting Shares and the Multiple Voting Shares and shall rank pari passu, share for share, as to the right to receive dividends and any amount payable on any distribution of assets constituting a return of capital and to receive the remaining property and assets of the Corporation on the liquidation, dissolution or windingup of the Corporation, whether voluntarily or involuntarily, or any other distribution of assets of the Corporation among its shareholders for the purposes of winding up its affairs. For the avoidance of doubt, holders of Subordinate Voting Shares and Multiple Voting Shares shall, subject always to the rights of the holders of shares of any other class ranking senior to the Subordinate Voting Shares and the Multiple Voting Shares, be entitled to receive (i) such dividends and any amount payable on any distribution of assets constituting a return of capital as the Board of Directors of the Corporation shall determine, and (ii) in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntarily or involuntarily, or any other distribution of assets of the Corporation among its shareholders for the purposes of winding up its affairs, the remaining property and assets of the Corporation, in the case of (i) and (ii) in an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if the Subordinate Voting Shares and Multiple Voting Shares were of one class only.
(b) Meetings and Voting Rights .
(i) Each holder of Multiple Voting Shares and each holder of Subordinate Voting Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation, except meetings at which only holders of another particular class or series shall have the right to vote. At each such meeting, each Multiple Voting Share shall entitle the holder thereof to one hundred (100) votes and each Subordinate Voting Share shall entitle the holder thereof to one (1) vote,
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voting together as a single class, except as otherwise expressly provided herein or as provided by law.

(ii) In addition to any other voting right or power to which holders of Subordinate Voting Shares shall be entitled by law or regulation or other provisions of the articles of the Corporation from time to time in effect, but subject to the provisions hereof, holders of Subordinate Voting Shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment to the articles of the Corporation that would adversely affect the powers, preferences or rights of the holders of Subordinate Voting Shares, or affect the holders of Subordinate Voting Shares or Multiple Voting Shares differently, on a per share basis, including an amendment to the terms of the articles of the Corporation providing that any Multiple Voting Shares held by or Transferred to a Person that is not a Permitted Holder (as defined below) shall be automatically converted into Subordinate Voting Shares, and such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of outstanding shares of such class or their proxyholders.
(iii) In connection with any Change of Control (as defined below) requiring approval of the holders of Subordinate Voting Shares and Multiple Voting Shares under the Canada Business Corporations Act (the “ Act ”), holders of Subordinate Voting Shares and Multiple Voting Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of outstanding Subordinate Voting Shares who voted in respect of that resolution and by a majority of the votes cast by the holders of outstanding Multiple Voting Shares who voted in respect of that resolution, each voting separately as a class at a meeting of the holders of that class called and held for such purpose.
(iv) For purposes of subsection 4(b)(iii) “ Change of Control ” means an amalgamation, arrangement, recapitalization, business combination or similar transaction of the Corporation, other than an amalgamation, arrangement, recapitalization, business combination or similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the continuing entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation, the continuing entity or its parent and more than fifty percent (50%) of the total number of outstanding shares of the Corporation, the continuing entity or its parent, in each case as outstanding immediately after such transaction, and the shareholders of the Corporation immediately prior to the transaction hold voting securities of the Corporation, the continuing entity or its parent immediately following the transaction in substantially the same proportions (vis a vis each other) as such shareholders held the voting securities of the Corporation immediately prior to the transaction.
(c) Subdivision or Consolidation . No subdivision or consolidation of the Subordinate Voting Shares or the Multiple Voting Shares shall be carried out unless, at the same time, the
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Multiple Voting Shares or the Subordinate Voting Shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis so as to preserve the relative economic and voting interests of the two classes.

(d) Voluntary Conversion . The Subordinate Voting Shares cannot be converted into any other class of shares. Each outstanding Multiple Voting Share may, at any time, at the option of the holder, be converted into one fully paid and non-assessable Subordinate Voting Share, in the following manner:
(i) The conversion privilege for which provision is made in this subsection 4(d) shall be exercised by notice in writing given to the Corporation at its registered office, accompanied by a certificate or certificates representing the Multiple Voting Shares in respect of which the holder desires to exercise such conversion privilege. Such notice shall be signed by the holder of the Multiple Voting Shares in respect of which such conversion privilege is being exercised, or by the duly authorized representative thereof and shall specify the number of Multiple Voting Shares which such holder desires to have converted. On any conversion of Multiple Voting Shares, the Subordinate Voting Shares resulting therefrom shall be registered in the name of the registered holder of the Multiple Voting Shares converted or, subject to payment by the registered holder of any stock transfer or other applicable taxes and compliance with any other reasonable requirements of the Corporation in respect of such transfer, in such name or names as such registered holder may direct in writing. Upon receipt of such notice and certificate or certificates and, as applicable, compliance with such other requirements, the Corporation shall, at its expense, effective as of the date of such receipt and, as applicable, remove or cause the removal of such holder from the register of holders in respect of the Multiple Voting Shares for which the conversion privilege is being exercised, add the holder (or any person or persons in whose name or names such converting holder shall have directed the resulting Subordinate Voting Shares to be registered) to the register of holders in respect of the resulting Subordinate Voting Shares, cancel or cause the cancellation of the certificate or certificates representing such Multiple Voting Shares and issue or cause to be issued a certificate or certificates representing the Subordinate Voting Shares issued upon the conversion of such Multiple Voting Shares. If less than all of the Multiple Voting Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate representing the Multiple Voting Shares represented by the original certificate which are not converted.

(e) Automatic Conversion

(i) Upon the first date that any Multiple Voting Share is held by or Transferred to a Person other than a Permitted Holder, the Permitted Holder which held such Multiple Voting Share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights under subsection 4(d) to convert such Multiple Voting Share into one fully paid and non-assessable Subordinate Voting Share.
(ii) The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the Multiple Voting Shares to Subordinate Voting
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Shares and the general administration of this dual class share structure as it may deem necessary or advisable, and may from time to time request that holders of Multiple Voting Shares furnish certifications, affidavits or other proof to the Corporation as it deems necessary to verify the ownership of Multiple Voting Shares and to confirm that a conversion to Subordinate Voting Shares has not occurred. A determination by the Secretary of the Corporation that a Transfer results in a conversion to Subordinate Voting Shares shall be conclusive and binding.

(f) Single Class . Except as otherwise provided above, Subordinate Voting Shares and Multiple Voting Shares are equal in all respects and shall be treated as shares of a single class for all purposes under the Act.
(g)

For the purposes hereof:

“ Permitted Holders ” means (i) any registered holder of New Multiple Voting Shares; (ii) any Person (A) controlled, directly or indirectly, by one or more of the Persons referred to in clause (i) or (B) controlling, directly or indirectly, one or more of the Persons referred to in clause (i) as of the date of these articles; and (iii) each of Steven Salz, Steven Isenberg, Ryan White, Kevin Wimer, Thomas Kofman and Michael Krestell.

A Person is “ controlled ” by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons.

“ Person ” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

“ Transfer ” of a Multiple Voting Share shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law.

A “Transfer” shall also include, without limitation, (i) a transfer of a Multiple Voting Share to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership) or (ii) the transfer of or entering into a binding agreement with respect to, Voting Control over a Multiple Voting Share by proxy or otherwise, provided, however, that the following shall not be considered a “Transfer”: (a) the grant of a proxy to the Corporation’s officers or directors at the request of Board of Directors of the Corporation in connection with actions to be taken at an annual or special meeting of shareholders; or (b) the pledge of a Multiple Voting Share that creates a mere security interest in such share

pursuant to a bona fide loan or indebtedness transaction so long as the holder of the Multiple Voting Shares continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such Multiple Voting Share or other similar action by the pledgee shall constitute a “Transfer”.

“ Voting Control ” with respect to a Multiple Voting Share means the exclusive power (whether directly or indirectly) to vote or direct the voting of such Multiple Voting Share by proxy, voting agreement or otherwise.

AI assistant

Rivalry Corp. — AGM Information 2021

47597_rns_2021-08-31_14ee4219-484d-4b90-a02e-4ef8d0636673.pdf

PMML CORP.

PMML CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

TABLE OF CONTENTS

PMML CORP. (“PMML” or the “Corporation”)

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Voting at the Meeting

Non-registered Shareholders

Participating in the Meeting

Appointment of Proxyholders

Without a control number, proxyholders will not be able to vote at the Meeting.

Revocation of Proxy

Voting of Proxies and Discretion Thereof

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Subordinate Voting Shares

Multiple Voting Shares

Record Date and Principal Shareholders

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

Election of Directors

Notes:

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

Corporate Bankruptcies

Penalties or Sanctions

Appointment of Auditors

Approval of Transfer Restriction Amendment

“BE IT RESOLVED THAT:

Approval of Share Consolidation

Background to and Reasons for the Share Consolidation

Share Consolidation Resolution

Effects of the Share Consolidation

General

Effect on Non-registered Shareholders

Effect of the Share Consolidation on Convertible Securities

REGISTERED SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT ANY SHARE CERTIFICATE UNTIL HAVING RECEIVED A LETTER OF TRANSMITTAL.

No Fractional Shares

No Dissent Rights

Accounting Consequences

TSXV Approval

Risks Associated with the Share Consolidation

Tax Considerations

Approval of Dual Class Voting Structure

Summary of New Subordinate Voting Shares

Summary of New Multiple Voting Shares

Certain Class Votes

Purpose and Business Reason for the Dual Class Voting Structure

Take-Over Bid Protection

Dual Class Share Resolution

Dissent Rights

Approval of Equity Incentive Plan

Equity Incentive Plan Resolution

Ratification of Awards under the Equity Incentive Plan

Ratification of Options

Ratification of Restricted Share Units

Ratification of Restricted Shares

Equity Incentive Grant Resolution

Approval of Name Change

“BE IT RESOLVED THAT:

Approval of Warrant Amendments

“BE IT RESOLVED THAT:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

Indebtedness of Directors and Executive Officers Under (1) Securities Purchase and (2) Other Programs

SECURITY BASED COMPENSATION ARRANGEMENTS

Equity Compensation Plan Information

Summary of Terms and Conditions of the Equity Incentive Plan

Purpose

Incentive Stock Options

Non-Qualified Stock Options

Restricted Awards

Restricted Shares

RSUs

General

Rivalry Corp. AGM Information 2021