ROUTE1 INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE

ANNUAL GENERAL AND SPECIAL MEETING

SHAREHOLDERS

TO BE HELD AT:

Route1 Inc. 7300 North Via Paseo Del Sur, Suite 202 Scottsdale, Arizona, United States of America 85258

On December 8, 2020 at 10:00 a.m. (Eastern Standard Time)

ROUTE1 INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the holders of common shares (the "Common Shares") of Route1 Inc. (the "Corporation") will be held at 10:00 a.m. (Eastern Standard Time) on December 8, 2020 at the offices of the Corporation, 7300 North Via Paseo Del Sur, Suite 202, Scottsdale, Arizona, United States of America, 85258 for the following purposes:

1. to receive the Corporation's audited financial statements for the year ended December 31, 2019 together with the auditor's report thereon;
1. to elect directors of the Corporation for the ensuing year;
1. to re-appoint Grant Thornton LLP as the auditors of the Corporation;
1. to re-approve the stock option plan of the Corporation; and
1. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is October 26, 2020 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a shareholder transfers the ownership of any of his shares after such date and the transferee of those shares establishes that he owns the shares and requests, not later than ten days before the Meeting, to be included in the list of shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those shares at the Meeting.

The specific details of the matters to be put before the Meeting as identified above are set forth in a management information circular of the Corporation (the "Circular") under the heading "Particulars of Matters to be Acted Upon".

The Corporation has elected to use the notice-and-access rules ("Notice and Access") under National Instrument 54- 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for distribution of the Circular, this Notice of Meeting, the form of proxy and the voting instruction form (collectively, the "Meeting Materials") to holders of Common Shares. Notice and Access is a set of rules that allows issuers to post electronic versions of its proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies to shareholders.

The Meeting Materials are available at www.envisionreports.com/PSEQ2020 and under the Corporation's profile on SEDAR at www.sedar.com. Shareholders are reminded to review the Meeting Materials before voting.

Shareholders may obtain paper copies of the Meeting Materials, or obtain further information about Notice and Access, by contacting the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), toll free at 1-866-962-0498 and (514) 982-8716 from outside of North America. A request for paper copies should be received by Computershare by November 27, 2020 in order to allow sufficient time for the shareholder to receive the paper copy and return the proxy by its due date.

A registered shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, execute and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with Computershare, located at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment thereof.

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation. Each shareholder has the right to appoint a proxyholder other than such persons, who need not be a shareholder, to attend and to act for him and on his behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The Corporation is actively monitoring the developments associated with the novel coronavirus, known as COVID-19 ("COVID-19") and is sensitive to public health concerns and protocols put in place by all levels of government in the United States in Canada. COVID-19 is causing unprecedented social and economic disruption and the Corporation wants to ensure that no one is unnecessarily exposed to any risks. The Corporation will be severely restricting physical access to the Meeting and only registered shareholders and formally appointed proxyholders will be allowed to attend. In order to comply with government orders concerning maximum size of public gatherings and required physical distancing parameters, the Corporation may be unable to admit certain persons to the Meeting. The Corporation strongly encourages registered shareholders and proxyholders not to attend the Meeting in person, and Shareholders (as defined in the Circular) are encouraged to vote using one of the methods described in the accompanying Circular. To further mitigate the risk of the spread of the virus, the Meeting will be audio-cast live at 10:00 a.m. (Eastern Standard Time) on December 8, 2020 and can be accessed by conference call at 1-844-330-6704, Participant Code: 72146500#. This call will be listen-only and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call. Given the restrictions in place, the Corporation's board of directors and auditors do not plan to attend the Meeting in person.

DATED at the City of Toronto, in the Province of Ontario, this 26th day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

"Michael D. Harris"

Michael D. Harris Chairman

ROUTE1 INC. MANAGEMENT INFORMATION CIRCULAR

PROXIES

Solicitation of Proxies

THIS MANAGEMENT INFORMATION CIRCULAR (THIS "CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF ROUTE1 INC. (THE "CORPORATION") OF PROXIES TO BE USED AT THE ANNUAL GENERAL AND SPECIAL MEETING (THE "MEETING") OF HOLDERS ("SHAREHOLDERS") OF COMMON SHARES ("COMMON SHARES") IN THE CAPITAL OF THE CORPORATION TO BE HELD AT 10 A.M. (EASTERN STANDARD TIME) ON DECEMBER 8, 2020 AT THE OFFICES OF THE CORPORATION, 7300 NORTH VIA PASEO DEL SUR, SUITE 202, SCOTTSDALE, ARIZONA, UNITED STATES OF AMERICA, 85258 AND AT ANY ADJOURNMENT THEREOF FOR THE PURPOSES SET FORTH IN THE ATTACHED NOTICE OF MEETING (THE "NOTICE").

The Corporation is sending proxy-related materials to Shareholders using the notice-and-access rules ("Notice and Access") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations**. Notice and Access is a set of rules for reducing the volume of materials that must be physically mailed to shareholders by posting the circular and additional materials online. Shareholders will still receive a hard copy of the Notice and form of proxy or voting instruction form, as the case may be, and may choose to receive a hard copy of this Circular (collectively, the "Meeting Materials"). Details are included in the Notice. The Meeting Materials are available online at www.envisionreports.com/PSEQ2020 and under the Corporation's profile on SEDAR at www.sedar.com. Shareholders are reminded to review the Meeting Materials before voting.**

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally by the officers and/or directors of the Corporation at nominal cost to the Corporation. Shareholders may also obtain proxies online at www.envisionreports.com/PSEQ2020. The cost of solicitation by the officers and/or directors will be borne directly by the Corporation.

The Corporation is actively monitoring the developments associated with the novel coronavirus, known as COVID-19 ("COVID-19") and is sensitive to public health concerns and protocols put in place by all levels of government in the United States in Canada. COVID-19 is causing unprecedented social and economic disruption and the Corporation wants to ensure that no one is unnecessarily exposed to any risks. The Corporation will be severely restricting physical access to the Meeting and only registered shareholders and formally appointed proxyholders will be allowed to attend. In order to comply with government orders concerning maximum size of public gatherings and required physical distancing parameters, the Corporation may be unable to admit certain persons to the Meeting. The Corporation strongly encourages registered shareholders and proxyholders not to attend the Meeting in person, and Shareholders are encouraged to vote using one of the methods described in this Circular. To further mitigate the risk of the spread of the virus, the Meeting will be audio-cast live at 10:00 a.m. (Eastern Standard Time) on December 8, 2020 and can be accessed by conference call at 1-844-330-6704, Participant Code: 72146500#. This call will be listen-only and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call. Given the restrictions in place, the Corporation's board of directors and auditors do not plan to attend the Meeting in person.

The Corporation further encourages shareholders not to attend the Meeting in person if experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person or company (who need not be a Shareholder of the Corporation) to represent him at the Meeting, other than the persons designated in the form of proxy, and may do so either by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed by the Shareholder or by his attorney authorized in writing and delivered to Computershare Investor Services Inc., located at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays, statutory holidays in the Province of Ontario) before the Meeting or any adjournment thereof.

A Shareholder may revoke a proxy by either of the following manners or in any other manner permitted by law:

(a) depositing an instrument in writing that is signed by the Shareholder or by an attorney who is authorized by a document that is signed in writing or by electronic signature; or
(b) by transmitting by telephonic or electronic means, a revocation that is signed by an electronic signature if the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of the Shareholder or the attorney, as the case may be,

the instrument or revocation must be received at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or by the chair of the Meeting on the day of the Meeting, or any adjournment thereof.

Voting of Proxies

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation, and have indicated their willingness to represent as proxy the Shareholder who appoints them. Each Shareholder may instruct his or her proxy how to vote his or her shares by marking the appropriate box(es) on the proxy form. The Common 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 Common Shares will be voted accordingly. In the absence of such direction, with respect to a particular matter, the Common Shares represented by such proxy will be voted FOR such matter.

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN IN RESPECT OF AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OR OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

At the time of printing of this Circular, the directors and senior officers of the Corporation know of no such amendment, variation or other matters to come before the Meeting other than the matters referred to in the Notice and this Circular. If any matters which are not now known to the directors and senior officers of the Corporation should properly come before the Meeting, the persons named in the accompanying form of proxy will vote on such matters in accordance with their best judgment.

Advice to Beneficial Shareholders

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares owned by a person (a "non-registered owner") are registered either (a) in the name of an intermediary ("Intermediary") that the non-registered owner deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has distributed copies the Meeting Materials (i) directly to nonregistered owners who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own ("Non-Objecting Beneficial Owners" or "NOBOs"), and (ii) to the clearing agencies and Intermediaries for onward distribution to non-registered owners who have advised their Intermediary that they object to the Intermediary providing their ownership information ("Objecting Beneficial Owners" or "OBOs").

Distribution of Security Holder Materials to Objecting Beneficial Owners

Intermediaries are required to forward the Meeting Materials to Objecting Beneficial Owners unless an Objecting Beneficial Owner has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Objecting Beneficial Owners. Generally, Objecting Beneficial Owners who have not waived the right to receive the Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the Objecting Beneficial Owner but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered owner when submitting the proxy. In this case, the Objecting Beneficial Owner who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or
(b) be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Objecting Beneficial Owner and returned to the Intermediary or its service company, will constitute voting instructions (often called a "Voting Instruction Form") which the Intermediary must follow. Typically, the non-registered owner will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered owner must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its services company in accordance with the instructions of the Intermediary or its service company.

Pursuant to the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and, accordingly, if the OBO's Intermediary does not assume the costs of delivery of the Meeting Materials, the OBO may not receive the Meeting Materials.

Distribution of Security Holder Materials to Non-Objecting Beneficial Owners

The Meeting Materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Meeting Materials sent to NOBOs who have not waived the right to receive them are accompanied by a Voting Instruction Form or a form of proxy already signed by the Intermediary. By returning the Voting Instruction Form, or form of proxy, in accordance with the instructions noted on it, a NOBO is able to instruct the voting of the Common Shares owned by it.

Voting Procedures Applicable to NOBOs and OBOs

Voting Instruction Forms, whether provided by the Corporation or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the Voting Instruction Form.

In either case, the purpose of this procedure is to permit non-registered owners to direct the voting of the Common Shares they beneficially own. Should a non-registered owner who receives either form of proxy wish to vote at the Meeting in person, the non-registered owner should strike out the persons named in the form of proxy and insert the non-registered owner's name in the blank space provided, which will grant the non-registered holder, or his, her or its nominee, the right to attend and vote at the Meeting in person. Non-registered owners should carefully follow the instructions specified in the form of proxy or Voting Instruction Form, including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

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

No person who has been a director or officer of the Corporation at any time since the beginning of its last completed financial year, a proposed director of the Corporation, or any associate or affiliate of any such persons has any material interest, direct or indirect, in any matter to be acted upon at the Meeting, other than the election of directors as disclosed in this Circular.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Corporation is comprised of an unlimited number of Common Shares. Unless otherwise noted, all references to Common Shares, stock options and the exercise price of such stock options are shown on a consolidated basis. The Common Shares are the only shares entitled to vote at the Meeting. As of the date hereof, 35,104,609 Common Shares were issued and outstanding. Each holder of record at the close of business on October 26, 2020 (the "Record Date") of Common Shares is entitled to one vote with respect to each Common Share held.

The Corporation will make a list of all persons who are registered holders of Common Shares as of the Record Date and the number of Common Shares registered in the name of each person on that date. Each Shareholder, or his or her duly appointed proxy, is entitled to one vote for each Common Share registered in his or her name as it appears on the list except to the extent that such Shareholder has transferred any of his or her Common Shares after the Record Date and the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes that he or she owns the Common Shares and demands, not later than ten days before the Meeting, that his name be included in the list. In such case the transferee is entitled to vote his or her Common Shares at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns or exercises control or direction directly or indirectly over voting securities carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to vote at the Meeting.

STATEMENT OF EXECUTIVE COMPENSATION

The purpose of this section of this Circular is to disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, for the most recently completed financial year, to each NEO (as defined below) in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") of the Canadian Securities Administrators. Unless otherwise stated, "dollars" or "$" means Canadian dollars.

Interpretation

National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") defines "Executive Officer" to mean, for a reporting issuer, 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; or
(c) performing a policy-making function in respect of the issuer.

Form 51-102F6V further defines "Named Executive Officers" or "NEOs" to mean each of the following individuals:

(a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;
(c) in respect of the Corporation and its subsidiaries, the most highly compensated Executive Officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 (as determined in accordance with Form 51-102F6V), for that financial year; and
(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an Executive Officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

Named Executive Officers

During the most recently completed financial year ended December 31, 2019, the following individuals were Named Executive Officers of the Corporation:

Tony P. Busseri, CEO and Director of the Corporation;
Peter F. Chodos, Executive Vice-President and CFO and Director of the Corporation;
Yamian Quintero, Executive Vice-President and Chief Technology Officer ("CTO") of the Corporation; and
Thomas C. Hance, Senior Vice-President, Business Development of the Corporation ("SVPBD").

Executive Compensation Discussion and Analysis

The Corporation has a compensation, corporate governance and nominations committee (the "Compensation Committee") that is responsible for determining the compensation for the Corporation's Executive Officers. The Compensation Committee's philosophy is to take into account the performance of the Corporation in executing on its objectives.

The Compensation Committee's assessment of corporate performance is based on a number of qualitative and quantitative factors including execution of on-going projects and transactions, operational performance and progress on key growth initiatives. For the most recently completed financial year ended December 31, 2019, the Compensation Committee determined the overall corporate performance rating to be "on target". NEOs do not automatically receive any particular award based on the Compensation Committee's determination of the overall performance of the Corporation, but rather the determination establishes the background for the Compensation Committee's subsequent review of the NEOs' individual performance.

Objectives of the Compensation Program

The objectives of the Corporation's executive compensation program are:

to reward individual contributions in light of overall business results;
to be competitive with the companies with whom the Corporation competes for talent;
to align the interests of the executives with the interests of the Shareholders; and
to attract and retain executives who can help the Corporation achieve its objectives.

Elements of Executive Compensation

Total direct compensation ("Total Direct Compensation") represents the combined value of fixed compensation and performance-based variable incentive compensation, comprising: base salary, short-term incentive compensation in the form of an annual and/or project specific cash bonus, and long-term incentive compensation in the form of stock options.

The allocation of the Total Direct Compensation value to these different compensation elements is not based on a formula, but rather is intended to reflect the Compensation Committee's discretionary assessment of an Executive Officer's past contribution and ability to contribute to future short and long-term business results.

Base Salary

The base salary of each NEO is reviewed annually, is the fixed portion of each Named Executive Officer's Total Direct Compensation and is designed to provide income certainty and to attract and retain executives.

Short-term Incentives

The annual and/or project specific cash bonus is a short-term incentive that is intended to reward each Executive Officer for their individual contribution and performance of personal objectives in the context of overall corporate performance in the short and medium term. The annual and/or project specific cash bonus is designed to motivate executives to achieve personal business objectives, to be accountable for their relative contribution to the Corporation's performance, as well as to attract and retain executives.

Long-term Incentives

Long-term incentive compensation is provided through the granting of stock options. This incentive arrangement is designed to motivate executives to achieve longer-term sustainable business results, align their interests with those of the Shareholders and to attract and retain executives. Participants benefit only if the market value of the Common Shares at the time of a stock option exercise is greater than the exercise price of the stock options at the time of the relevant grant. Stock options vest in such manner as the board of directors (the "Board") may determine.

Determination of Compensation

Rather than strictly applying formulas and weightings to forward-looking performance objectives, which may lead to unintended consequences for compensation purposes, the Compensation Committee exercises its discretion and uses sound judgment in making compensation determinations. For this reason, the Compensation Committee does not measure performance using any pre-set formulas in determining compensation awards for NEOs.

where appropriate, relative performance against peers, provides the context for individual Executive Officer evaluations for all direct compensation awards and management fees.

Other Compensation

Executive Officers receive other benefits that the Corporation believes are reasonable and consistent with its overall executive compensation program. These benefits, which are based on competitive market practices, support the attraction and retention of Executive Officers. Benefits include traditional health programs and limited executive perquisites.

Material Factors Necessary to Understand Director Compensation

Effective April 1, 2012 through April, 2019, the Board approved a cash compensation structure whereby the chairman of the Corporation's Board (the "Chairman") received an annual cash retainer of $75,000 and the other independent directors each received an annual cash retainer of $35,000. In addition, both the chairman of the Corporation's audit committee (the "Audit Committee") and the Compensation Committee receive an additional $15,000 a year and all other committee members receive $10,000 a year. No further attendance or other fees were payable to the Chairman or the other independent directors in addition to the above fees.

Effective May 1, 2019 through December 31, 2019, the Board approved a cash compensation structure whereby the chairman of the Chairman received an annual cash retainer of $100,000 and the other independent directors each received an annual cash retainer of $45,000. In addition, both the chairman of the Audit Committee and the Compensation Committee receive an additional $15,000 a year and all other committee members receive $10,000 a year. No further attendance or other fees were payable to the Chairman or the other independent directors in addition to the above fees.

The Board reviews and approves changes to the Corporation's director compensation arrangements from time to time to ensure they remain competitive in light of the time commitments required from directors and align directors' interests with those of the Corporation's Shareholders.

Directors are also eligible to participate in the stock option plan, which is attached to this Circular as Schedule "A" (the "Stock Option Plan"), and are awarded stock options under the Stock Option Plan from time to time as compensation for their services as directors. For further details concerning the terms of the Stock Option Plan, please see the section of this Circular entitled "Particulars of Matters to be Acted Upon – Re-Approval of Stock Option Plan".

During 2019, the Board had an informal policy to set aside 20% of the directors' quarterly cash compensation to purchase Route1 shares for the directors in the open market. In addition, for those directors owning less than 50,000 Common Shares, one third of such cash payment is set aside for purchases of Common Shares in the open market.

During the fiscal year ended December 31, 2019, the directors (excluding NEOs who are directors and are not entitled to any additional compensation for their service as directors) received the compensation set out in this Circular. The independent directors are not entitled to any compensation under any annual or long-term non-equity incentive plans. The Corporation has not granted, and nor do the directors hold, any share-based awards.

The Board does not feel it is necessary to assess the effectiveness of individual Board members. Each Board member has considerable experience which is sufficient to meet the needs of the Corporation. On an annual basis, however, the Board assesses the contributions of each of the individual directors, and of the Board as a whole, in order to determine whether each is functioning effectively.

Stock Option Granting Process

Executive Officers

Generally, stock option grants are determined annually. The CEO makes recommendations to the Compensation Committee regarding individual stock option awards for all recipients. The CEO does not engage in discussions with the Compensation Committee regarding his own stock option grants. The Compensation Committee and the Chairman deliberate and consider relevant market data and other information in order to determine the CEO's stock option grant recommendation to the Board.

Option grants to officers are intended as a long term incentive and vest as follows: (a) 30% on the first anniversary of the date of the grant; (b) 30% on the second anniversary of the date of the grant; and (c) 40% on the third anniversary of the date of the grant.

The Compensation Committee reviews the appropriateness of the stock option grant recommendations from the CEO for all eligible employees and accepts or adjusts these recommendations. The Compensation Committee is responsible for approving all individual stock option grants, including grants that are awarded outside the annual compensation deliberation process for such things as promotions or new hires. The Compensation Committee is also responsible for recommending to the Board for its approval any stock option grants for Executive Officers.

Directors

The Board considers option grants to directors at the time a director joins the Board and annually thereafter. Option grants to directors are intended as a long term incentive and vest as follows: (a) 30% on the first anniversary of the date of the grant; (b) 30% on the second anniversary of the date of the grant; and (c) 40% on the third anniversary of the date of the grant.

Except for the 30,000 options held by Mr. Marino which vested on February 8, 2019 at an exercise price of $0.50 per common share while the market price was $0.70 per common share, any options held by a director that vested during the year had an exercise price higher than the market price at the time of vesting and therefore no gain would have been realized if the options had been exercised on the date of vesting.

The Compensation Committee approves or recommends compensation awards, including stock option grants, which are not contingent on the number, term or current value of other outstanding compensation previously awarded to the individual.

See "Particulars of Matters to be Acted Upon – Re-Approval of Stock Option Plan" for a summary of the Stock Option Plan which is attached to this Circular as Schedule "A".

How the Corporation Determines Compensation

The Role of the Compensation Committee

The Compensation Committee consists of John Marino, Chairman, David A. Fraser and Edward M. Reeder, Jr. All members of the committee are Independent (as that term is defined in Section 1.2 of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101")). The committee members have had extensive senior management experience and involvement with other companies and organizations. This enables the Compensation Committee to make decisions on the suitability of the Corporation's compensation policies and practices.

The Compensation Committee approves, or recommends for approval, all compensation to be awarded to the NEOs. The Compensation Committee directs management to gather information on its behalf, and provide initial analysis and commentary. The Compensation Committee reviews this material along with other information in its deliberations before considering or rendering decisions.

The Compensation Committee has full discretion to adopt or alter management recommendations or to consult its own external advisors.

The Compensation Committee believes it is important to follow appropriate governance practices in carrying out its responsibilities with respect to the development and administration of executive compensation and benefit programs. Governance practices followed by the Compensation Committee include holding in-camera sessions without management present and, when necessary, obtaining advice from external consultants.

The Role of Management

Management has direct involvement in and knowledge of the business goals, strategies, experiences and performance of the Corporation. As a result, management plays an important role in the compensation decisionmaking process. The Compensation Committee engages in active discussions with the CEO concerning the determination of performance objectives.

The CEO makes recommendations to the Compensation Committee regarding the amount and type of compensation awards for other members of executive management. The CEO does not engage in discussions with the Compensation Committee regarding his own Total Direct Compensation. The Compensation Committee and the Chairman are provided with relevant market data and other information as requested, in order to support the Compensation Committee's deliberations regarding the CEO's Total Direct Compensation and subsequent recommendation to the Board.

Performance Assessment

The Compensation Committee's comprehensive assessment of the overall business performance of the Corporation, including corporate performance against objectives (both quantitative and qualitative) and business circumstances provides the context for individual Executive Officer evaluations for all direct compensation awards.

Corporate Performance

The Board approves annual corporate objectives, which include financial performance, strategic direction, plan implementation, financial controls and other facets of the Corporation's development, in line with the Corporation's key longer-term strategies for growth and value creation. These quantitative and qualitative objectives are utilized by the Compensation Committee as a reference when making compensation decisions.

At the end of each year, the Compensation Committee reviews the results achieved and discusses them with management. For the purposes of Total Direct Compensation deliberations, the Compensation Committee then determines an overall rating for actual corporate performance relative to an expected level of performance. This overall corporate performance rating provides general context for the Compensation Committee's review of individual performance by the NEOs.

Individual Performance

The Compensation Committee approves annual individual performance objectives, which include financial performance, strategic direction, plan implementation, financial controls and other facets of the Corporation's development, for the NEOs that are intended to align with the corporate objectives and reflect key performance areas for each executive relative to his or her specific role. As with the corporate objectives, individual Executive Officer's performance objectives may include a combination of quantitative and qualitative measures with no predetermined weightings.

The Compensation Committee, in consultation with the CEO, reviews the achievements and overall contribution of each individual Executive Officer who reports to the CEO. The Board Chair and Compensation Committee have incamera discussions to complete an independent assessment of the performance of the CEO.

Internal Equity and Retention Value

Executive Officer pay relative to other executives ("internal equity") is generally considered in establishing compensation levels. The difference between one Executive Officer's compensation and that of the other NEOs reflects, in part, the difference in their relative responsibilities. The CEO's responsibility for the management and oversight of the enterprise is greater than each of the Executive Officers' respective business areas. As a result, the compensation level for the CEO is higher than for other NEOs.

The Compensation Committee also considers the retentive potential of its compensation decisions. Retention of the NEOs is important to business continuity and succession planning.

Previously Awarded Compensation

The Compensation Committee approves or recommends compensation awards which are not contingent on the number, term or current value of other outstanding compensation previously awarded to the individual. The Compensation Committee believes that reducing or limiting current stock option grants or other forms of compensation because of prior gains realized by an Executive Officer would unfairly penalize the officer and reduce the motivation for continued high achievement. Similarly, the Compensation Committee does not purposely increase long-term incentive award values in a given year to offset less-than-expected returns from previous grants.

During the annual Total Direct Compensation deliberations, the Compensation Committee is provided with summaries of the history of each Executive Officer's previously awarded Total Direct Compensation. These summaries help the Compensation Committee to track changes in an Executive Officer's Total Direct Compensation from year to year and to remain aware of the historical compensation for each individual.

The Compensation Committee considers a number of factors and performance elements when determining compensation. Although the Corporation's total Shareholder return is one performance measure that is reviewed, it is not the only consideration in executive compensation deliberations. As a result, a direct correlation between total Shareholder return over a given period and executive compensation levels is not anticipated.

In carrying out its mandate, the Board and the Compensation Committee have considered the implications of the risks associated with the Corporation's compensation policies and practices. The Compensation Committee and Board do not believe that the Corporation's compensation programs encourage the Corporation's Executive Officers to take inappropriate or excessive risks. This assessment is based on a number of considerations including, without limitation, the following: (i) inappropriate and excessive risks by executives are mitigated by regular meetings of the Board, at which activity by the executives must be approved by the Board if such activity is outside or beyond previously Board-approved actions; (ii) the overall compensation program is market based and aligned with the Corporation's business plan and long-term strategies; (iii) the compensation packages for Executive Officers consist of fixed (base salary and perquisites) and variable elements (cash bonuses and stock options) which are designed to balance short term goals and the long-term interests of the Corporation and are aimed at creating sustainable value for the Shareholders; (iv) in exercising its discretion under option grants, the Board reviews individual and corporate performance taking into account the long-term interests of the Corporation; and (v) options granted under the Corporation's stock option plan generally vest over a three year period which further mitigates any short-term risk taking potential.

Restrictions on Financial Instruments

The Corporation does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, as of the date hereof, management is not aware of any NEO or director purchasing such an instrument.

Director and Named Executive Officer Compensation

The following table sets forth director and NEO compensation, excluding compensation securities, for the fiscal years ended December 31, 2019 and December 31, 2018. As permitted under Form 51-102F6V, information has only been provided with respect to the two most recent fiscal years of the Corporation. For information related to the compensation payable to the Corporation's NEOs prior to the two most recent fiscal years of the Corporation, please refer to the Corporation's information circulars in respect of each such year, copies of which are available under the Corporation's profile on SEDAR at www.sedar.com. The Corporation does not have any pension plans, long-term non-equity incentive plans or deferred compensation plans. In addition, the Corporation does not currently have any plans or arrangements in place that provide for share-based awards.

Table of Compensation Excluding Compensation Securities
Name andposition	Year	Salary, consultingfee, retainer orcommission($)	Bonus($)	Committee ormeeting fees($)	Value ofperquisites($)(1)	Value of allothercompensation($)	TotalCompensation($)
Tony P. Busseri,CEO andDirector(1)	2019	$181,458 andUS$137,500	$50,000	Nil	Nil	Nil	$231,458 andUS$137,500
	2018	$335,000	Nil	Nil	Nil	Nil	$335,000
Peter F. Chodos,	2019	$258,333	$50,000	Nil	Nil	Nil	$308,333
Executive VicePresident, CFO andDirector(2)	2018	$250,000	Nil	Nil	Nil	Nil	$250,000
Brian D. Brunetti,	2019	N/A	N/A	N/A	N/A	N/A	N/A
President andCOO(3)	2018	$163,333	Nil	Nil	Nil	Nil	$163,333
Yamian Quintero,	2019	US$235,000	Nil	Nil	Nil	Nil	US$235,000
Executive VicePresident and CTO	2018	US$235,000	Nil	Nil	Nil	Nil	US$235,000
Thomas C. Hance,	2019	US$137,011	Nil	Nil	Nil	Nil	US$137,011
SVPBP (4)	2018	N/A	N/A	N/A	N/A	N/A	N/A
Mark S. Boensel,	2019	N/A	N/A	N/A	N/A	N/A	N/A
Director(5)	2018	$33,333	Nil	Nil	Nil	Nil	$33,333
Louis A. De Jong,	2019	N/A	N/A	N/A	N/A	N/A	N/A
Director(6)	2018	$41,250	Nil	Nil	Nil	Nil	$41,250
Michael F. Doolan,	2019	$56.667	Nil	Nil	Nil	Nil	$56,667
Director	2018	$50,000	Nil	Nil	Nil	Nil	$50,000
David A. Fraser,	2019	$61,667	Nil	Nil	Nil	Nil	$61,667
Director	2018	$55,000	Nil	Nil	Nil	Nil	$55,000
Michael D. Harris,	2019	$91,667	Nil	Nil	Nil	Nil	$91,667
Director	2018	$75,000	Nil	Nil	Nil	Nil	$75,000
John Marino,	2019	$56,667	Nil	Nil	Nil	Nil	$56,667
Director	2018	$36,250	Nil	Nil	Nil	Nil	$36,250
Edward M. Reeder,	2019	$60,417	Nil	Nil	Nil	Nil	$60,417
Jr., Director(7)	2018	$9,583	Nil	Nil	Nil	Nil	$9,583
Barry West,	2019	$15,000	Nil	Nil	Nil	Nil	$15,000
Director(8)	2018	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(1) Mr. Busseri is a member of management and does not receive any additional compensation for his role as a director of the Corporation. Mr. Busseri is presently an employee of Route1 Security Corporation, a wholly-owned subsidiary of the Corporation.

(2) Mr. Chodos is a member of management and does not receive any additional compensation for his role as a director of the Corporation.
(3) Mr. Brunetti resigned effective July 27, 2018 and such he held his position for 7 months.
(4) Mr. Hance was hired effective May 6, 2019.
(5) Mr. Boensel resigned effective September 4, 2018 and as such he held his position for 9 months.
(6) Mr. De Jong did not stand for re-election at the annual meeting held on November 26, 2018.
(7) Mr. Reeder was appointed as a director on October 2, 2018.
(8) Mr. West resigned from the Board effective February 3, 2020.

Each of the NEOs is employed by the Corporation pursuant to an employment contract which sets out the NEO's base salary and bonus entitlements. See "Employment Contracts, Termination and Change of Control."

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each director and NEO by the Corporation or one of its subsidiaries in the most recently completed financial year for services provided or to be provided directly or indirectly, to the Corporation or any of its subsidiaries.

Compensation Securities
Name andposition	Type ofcompensation security	Number ofcompensationsecurities, number ofunderlying securities,and percentage ofclass(1)	Date ofissue orgrant	Issue,conversionor exerciseprice($)	Closing priceof security orunderlyingsecurity ondate of grant($)	Closing priceof security orunderlyingsecurity atyear end($)	Expirydate
Tony P. Busseri,CEO andDirector(2)	StockOptions	50,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
Peter F. Chodos,Executive VicePresident, CFO andDirector(3)	StockOptions	150,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
Yamian Quintero,Executive VicePresident andCTO(4)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Thomas C. Hance,SVPBD	StockOptions	400,000	August28, 2019	$0.50	$0.50	$0.39	August28, 2024
Michael F. Doolan,Director(6)	StockOptions	50,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
David A. Fraser,Director(7)	StockOptions	50,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
Michael D. Harris,Director(8)	StockOptions	100,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
John Marino,Director(9)	StockOptions	50,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
Edward M. Reeder,Jr., Director(10)	StockOptions	50,000	April 29,2019	$0.65	$0.65	$0.39	April 29,2024
Barry West(11)	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(1) The securities underlying the stock options of the Corporation are Common Shares. The issuer of the stock options is the Corporation.

(2) As at December 31, 2019**,** Mr. Busseri held 750,000 stock options of the Corporation.

(3) As at December 31, 2019, Mr. Chodos held 527,500 stock options of the Corporation.

(4) As at December 31, 2019, Mr. Quintero held 285,000 stock options of the Corporation.

(5) As at December 31, 2019 Mr. Hance held 400,000 stock options of the Corporation.

(6) As at December 31, 2019, Mr. Doolan held 175,000 stock options of the Corporation.

(7) As at December 31, 2019, Mr. Fraser held 175,000 stock options of the Corporation.

(8) As at December 31, 2019, Mr. Harris held 250,000 stock options of the Corporation.

(9) As at December 31, 2019, Mr. Marino held 150,000 stock options of the Corporation.

(10) As at December 31, 2019, Mr. Reeder held 150,000 stock options of the Corporation.

(11) As at December 31, 2019, Mr. West held nil stock options of the Corporation.

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type ofcompensation security	Number ofunderlyingsecuritiesexercised	Exerciseprice persecurity($)	Date ofexercise	Closing priceper securityon date ofexercise($)	Difference betweenexercise price andclosing price on dateof exercise($)	Total valueon exercisedate($)
Tony P. Busseri,CEO and Director	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Peter F. Chodos,Executive VicePresident, CFO andDirector	StockOptions	24,000	$0.50	April 22,2019	$0.70	$0.20	$4,800
Brian D. Brunetti,President and COO	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Yamian Quintero,Executive VicePresident and CTO	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Tom Hance,SVPBD	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Mark S. Boensel,Director	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Louis A. De Jong,Director	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Michael F. Doolan,Director	StockOptions	20,000	$0.50	April 22,2019	$0.70	$0.20	$4,000
David A. Fraser,Director	StockOptions	29,700	$0.50	April 22,2019	$0.70	$0.20	$5,940
Michael D. Harris,Director	StockOptions	30,000	$0.50	April 22,2019	$0.70	$0.20	$6,000
John Marino,Director	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A
Edward M. Reeder,Jr., Director	StockOptions	Nil	N/A	N/A	N/A	N/A	N/A

Stock Option Plans and Other Incentive Plans

See "Particulars of Matters to be Acted Upon – Re-Approval of Stock Option Plan" for a summary of the Stock Option Plan which is attached to this Circular as Schedule "A".

Employment Contracts, Termination and Change of Control

The terms of the specific agreements between the Corporation and each of the Named Executive Officers are set out below.

Tony P. Busseri

Effective July 16,2019, Route1 Security Corporation ("RSC"), a wholly-owned subsidiary of the Corporation entered into an employment agreement with Mr. Busseri (the "Busseri Employment Agreement") the terms of which are substantially as follows: Mr. Busseri, as the President and Chief executive Officer of the Corporation, is paid an annual base salary of US$300,000 If Mr. Busseri's employment is terminated without just cause, he will be entitled to a lump sum payment equal to his base salary less applicable deductions and required withholdings. Mr. Busseri is eligible for incentive compensation based on corporate and individual performance to be awarded upon the completion of certain corporate goals and is also entitled to participate in any future bonus incentive program administered in the sole discretion of the Board.

The Busseri Employment Agreement has a "change of control" provision which may be triggered in certain circumstances, including, but not limited to, the following:

(a) an event or series of events (whether a share purchase, merger, consolidation or other business combination or otherwise) by which any person or company has obtained or will obtain "beneficial ownership of securities" (as defined in Section 1(5) of the Securities Act (Ontario)) directly or indirectly of 50% or more of the combined voting power of the then outstanding securities of the Corporation;
(b) a transaction whereby property constituting more than 50% of the assets of the Corporation are sold, in one or more related transactions, to any "person" or "company" (as such terms are defined in the Securities Act (Ontario)) or to a combination of persons or companies; or
(c) Incumbent Directors no longer constitute a majority of the Board. For the purposes of the 1220764 Consulting Agreement, "Incumbent Directors" means those persons who are directors of the Corporation on the date of the last annual meeting and shall include any person who becomes a director of the Corporation thereafter and whose election, or nomination for election, by the Corporation's shareholders was approved by a majority of the Incumbent Directors then on the Board, excluding in the case of each of sections (i) and (ii) any reincorporation, reorganization or recapitalization transaction in which the shareholders of any such corporations continue to possess all of the outstanding voting securities of the successor or surviving entity in the same relative proportions.

Yamian Quintero

The Corporation entered into an employment agreement with Mr. Quintero (the "Quintero Employment Agreement"), the terms of which are substantially as follows: Mr. Quintero, as the Executive Vice-President, and CTO of the Corporation, is paid an annual base salary of $220,000 (increased to $225,000 on July 1, 2014, further increased to $230,000 on January 1, 2015, moved to US$230,000 on March 16, 2015 and increased to US$235,000 on June 1, 2015). If Mr. Quintero's employment is terminated without just cause, his company benefit plan and base salary will continue to be paid to him for a period of time equal to 12 months. Mr. Quintero is eligible for incentive compensation based on corporate and individual performance to be awarded upon the completion of certain corporate goals and is also entitled to participate in any future bonus incentive program administered in the sole discretion of the Board.

The Quintero Employment Agreement has a "change of control" provision which may be triggered in certain circumstances, including, but not limited to, the following:

(a) an event or series of events (whether a share purchase, merger, consolidation or other business combination or otherwise) by which any person or company has obtained or will obtain "beneficial ownership of securities" (as defined in Section 1(5) of the Securities Act (Ontario)) directly or indirectly of 50% or more of the combined voting power of the then outstanding securities of the Corporation;
(b) a transaction whereby property constituting more than 50% of the assets of the Corporation are sold, in one or more related transactions, to any "person" or "company" (as such terms are defined in the Securities Act (Ontario)) or to a combination of persons or companies; or

(c) Incumbent Directors no longer constitute a majority of the Board. For the purposes of the Quintero Employment Agreement, "Incumbent Directors" means those persons who are directors of the Corporation on the date of the last annual meeting and shall include any person who becomes a director of the Corporation thereafter and whose election, or nomination for election, by the Corporation's shareholders was approved by a majority of the Incumbent Directors then on the Board, excluding in the case of each of sections (a) and (b) any reincorporation, reorganization or recapitalization transaction in which the shareholders of any such corporations continue to possess all of the outstanding voting securities of the successor or surviving entity in the same relative proportions.

Peter F. Chodos

Effective August 28, 2019, the Corporation re-appointed Mr. Chodos as Executive Vice-President and CFO of the Corporation and entered into an employment agreement with Mr. Chodos (the "Chodos Employment Agreement"), the terms of which are substantially as follows: Mr. Chodos, as Executive Vice-President and CFO of the Corporation, is paid an annual base salary of $275,000. If Mr. Chodos' employment is terminated without just cause, he will be entitled to a lump sum payment equal to his base salary less applicable deductions and required withholdings. Mr. Chodos is eligible for incentive compensation based on corporate and individual performance to be awarded upon the completion of certain corporate goals and is also entitled to participate in any future bonus incentive program administered in the absolute discretion of the Board.

The Chodos Employment Agreement has a "change of control" provision which may be triggered in certain circumstances, including, but not limited to, the following:

(a) an event or series of events (whether a share purchase, merger, consolidation or other business combination or otherwise) by which any person or company has obtained or will obtain "beneficial ownership of securities" (as defined in Section 1(5) of the Securities Act (Ontario)) directly or indirectly of 50% or more of the combined voting power of the then outstanding securities of the Corporation;
(b) a transaction whereby property constituting more than 50% of the assets of the Corporation are sold, in one or more related transactions, to any "person" or "company" (as such terms are defined in the Securities Act (Ontario)) or to a combination of persons or companies; or
(c) Incumbent Directors no longer constitute a majority of the Board. For the purposes of the Chodos Employment Agreement, "Incumbent Directors" means those persons who are directors of the Corporation on the date of the last annual meeting and shall include any person who becomes a director of the Corporation thereafter and whose election, or nomination for election, by the Corporation's shareholders was approved by a majority of the Incumbent Directors then on the Board, excluding in the case of each of sections (a) and (b) any reincorporation, reorganization or recapitalization transaction in which the shareholders of any such corporations continue to possess all of the outstanding voting securities of the successor or surviving entity in the same relative proportions.

Thomas C. Hance

Effective July 30, 2020 the Corporation entered into an employment agreement with Mr. Hance (the "Hance Employment Agreement"), the terms of which are substantially as follows: Mr. Hance, as the Senior Vice President, Business Development of the Corporation, is paid an annual base salary of US$200,000. If Mr. Hance's employment is terminated without just cause, his base salary will continue to be paid to him for a period of time equal to 6 months. Mr. Hance is eligible for incentive compensation based on corporate and individual performance to be awarded upon the completion of certain corporate goals.

The following table contains the estimated incremental payments, payables and benefits that would arise assuming a termination date of December 31, 2019:

Name	Event	Cash Payments($)	Value of Equityand Share-basedAwards($)	Total($)
Tony P. Busseri	Termination with cause	Nil	Nil	Nil
	Termination without cause	US$300,000	Nil	US$300,000
	Change in control	US$300,000	Nil	US$300,000
Yamian Quintero	Termination with cause	Nil	Nil	Nil
	Termination without cause	US$235,000	Nil	US$235,000
	Change in control	US$235,000	Nil	US$235,000
Peter F. Chodos	Termination with cause	Nil	Nil	Nil
	Termination without cause	$275,000	Nil	$275,000
	Change in control	$275,000	Nil	$275,000
Tom Hance	Termination with cause	Nil	Nil	Nil
	Termination without cause	US$100,000	Nil	US$100,000
	Change in control	US$100,000	Nil	US$100,000

Pension Plan Benefits

The Corporation does not have any pension plans that provide for payments or benefits at, following, or in connection with retirement or provide for retirement or deferred compensation plans.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as at December 31, 2019, concerning options outstanding pursuant to the Stock Option Plan which is the only compensation plan of the Corporation under which equity securities of the Corporation are authorized for issuance:

PlanCategory	Number of Common Shares tobe issued upon exercise ofoutstanding options	Weighted-averageexercise price ofoutstanding options	Number of Common Shares remainingavailable for future issuance under theStock Option Plan
Stock OptionPlan	3,397,500	$0.55	89,310

Note:

(1) The Stock Option Plan provides for the grant of options for the purchase of up to 10% of the issued and outstanding Common Shares. See "Particulars of Matters to Be Acted Upon - Re-Approval of Stock Option Plan" below.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

To the knowledge of the Corporation, no director, proposed director or senior officer of the Corporation, or any associate of such director, proposed director or senior officer, was indebted to the Corporation at any time during its most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person, proposed director of the Corporation or any associate or affiliate of any informed person or proposed director, has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the directors and senior officers of the Corporation, the only matters to be placed before the Meeting are those set forth in the Notice relating to: (i) the receipt of the Corporation's financial statements for the year ended December 31, 2019 together with the auditor's report; (ii) the election of directors of the Corporation for the ensuing year; (iii) the re-appointment of Grant Thornton LLP as the auditors of the corporation; and (iv) authorizing the directors to fix the auditors' remuneration and the re-approval of the Stock Option Plan.

Audited Financial Statements

The Corporation's financial statements for the fiscal year ended December 31, 2019 and the report of the auditors will be placed before the Meeting. Receipt at the Meeting of the auditors' report and the Corporation's financial statements for this fiscal period will not constitute approval or disapproval of any matters referred to therein.

Election of Directors

The number of directors to be elected at the Meeting is seven. All directors so elected will hold office until the end of the next annual general meeting of Shareholders of the Corporation or until their successors are elected or appointed, unless his office is vacated earlier in accordance with the by-laws of the Corporation or with the provisions of the Business Corporations Act (Ontario) (the "OBCA"). The persons named in the enclosed form of proxy intend to cast the votes to which the Common Shares represented by such proxy are entitled for the election of the nominees whose names are set forth below, unless the Shareholder who has given such proxy has directed that the Common Shares be withheld from voting on the election of directors. The directors and senior officers of the Corporation do not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion.

The following table sets forth certain information with respect to all persons proposed to be nominated by management for election as directors:

Name, Province and Country ofResidence & Position	Director Since	Present Occupation ifDifferent from Office Held	Shares Beneficially,Directly or Indirectly,Owned or Over WhichControl is Exercised(1)
Tony P. Busseri,CEO and DirectorOntario, Canada	September 24, 2009	CEO, Route1 Inc.Since February 2010	674,400
Peter F. ChodosExecutive Vice-President, CFO andDirectorOntario, Canada	September 24, 2009	EVP and CFO, Route1 Inc.Since August 2016	224,000
Michael F. Doolan(2)DirectorOntario, Canada	June 9, 2005	Retired Executive	311,341
David A. Fraser(2)(3)DirectorOntario, Canada	October 22, 2012	President and CEO, Aegis SixCorporationSince October 2012	289,812
Michael D. HarrisChairman and DirectorOntario, Canada	September 24, 2009	Senior Business Advisor, FaskenMartineau DuMoulin LLPSince September 2013	679,848
John Marino(3)DirectorLeesburg, VA, USA	February 9, 2017	Principal, Marino ConsultingSince January 201	87,025

Name, Province and Country ofResidence & Position	Director Since	Present Occupation ifDifferent from Office Held	Shares Beneficially,Directly or Indirectly,Owned or Over WhichControl is Exercised(1)
Edward M. Reeder, Jr.(2)(3)DirectorFayetteville, North Carolina, USA	September 27, 2018	President and CEO, Five Star GlobalSecurity Inc.Since January 2017	48,669

Notes:

(1) The information in respect of the Common Shares beneficially owned or over which each director exercises control or direction has been provided individually by each nominee and is not within the knowledge of the Corporation.

(2) Indicates member of the Audit Committee.

(3) Indicates member of the Compensation Committee.

The Board has adopted a policy providing that in an uncontested election of directors, any nominee who receives a greater number of votes "Withheld" than votes "For" will submit his or her resignation promptly following the Meeting. The Compensation Committee will consider the offer of resignation and, except in extraordinary circumstances, will be expected to recommend that the Board accept the resignation, if applicable. The Board may: (1) leave a vacancy on the Board until the Corporation's next annual general meeting; (2) fill the vacancy by appointing a new director whom the Board believes would merit the confidence of the Shareholders; or (3) call a special meeting of Shareholders to consider new Board nominee(s) to the vacant position(s).

IF ANY OF THE ABOVE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

To the knowledge of the Corporation, no proposed director of the Corporation or any holding company of any proposed director (a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, CEO or CFO of any company, including the Corporation, that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while the director was acting in the capacity as director, CEO or CFO; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO, (b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company, including the Corporation, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or (c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, other than: (1) Michael F. Doolan who was an officer of Molycorp, Inc. which filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on June 25, 2015; and (2) Peter F. Chodos, who was an officer of Chieftain Metals Corp. until August 26, 2016. A receiver for Chieftain Metals Corp. was appointed by the Superior Court of Justice (Commercial List) in Ontario on September 6, 2016**.**

As at the date hereof, no proposed director of the Corporation has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. MANAGEMENT HAS NO REASON TO BELIEVE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR BUT, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Re-appointment of Auditors

The Board, on the recommendation of the Audit Committee, is recommending the re-appointment of Grant Thornton LLP, to act as the Corporation's auditors in respect of the year ending December 31, 2020. Grant Thornton LLP was first appointed as auditor of the Corporation at the last annual meeting of the shareholders held on December 2, 2019. At the Meeting, Shareholders will be asked to consider and, if thought fit, approve the re-appointment of Grant Thornton LLP, as the auditors of the Corporation for the ensuing year until the close of the next annual general meeting or until their successors are appointed.

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the reappointment of Grant Thornton LLP, as auditors of the Corporation, and to authorize the directors to fix the auditors' remuneration.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE RE-APPOINTMENT OF GRANT THORNTON LLP AS AUDITORS OF THE CORPORATION UNTIL THE CLOSE OF ITS NEXT ANNUAL GENERAL MEETING AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

Re-Approval of Stock Option Plan

Pursuant to Policy 4.4 – Incentive Stock Options ("Policy 4.4") of the TSXV, all TSXV listed companies are required to receive annual approval for a rolling stock option plan. The Stock Option Plan was first approved by the Shareholders of the Corporation on October 15, 2004 and most recently approved by Shareholders of the Corporation on December 2, 2019. The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire Common Shares in the share capital of the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

A copy of the Stock Option Plan is attached as Schedule "A" to this Circular.

In summary, the terms of the Stock Option Plan authorize the Board to grant stock options to optionees on the following terms:

The number of Common Shares which may be reserved for issuance under the Stock Option Plan may not at any time exceed 10% of the issued and outstanding Common Shares of the Corporation. No single participant may be granted options to purchase a number of Common Shares equalling more than 5% of the issued Common Shares of the Corporation in any one 12-month period unless the Corporation has obtained disinterested Shareholder approval in respect of such grant and meets applicable TSXV requirements. The option price of any Common Shares cannot be less than the greater of: (i) $0.50 and (ii) the market price of the Common Shares, less any allowable discount. Options granted under the Stock Option Plan may be exercised during a period not exceeding five years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an

employee, senior officer, director or consultant of the Corporation or any of its subsidiaries, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. The options are non-transferable. The Stock Option Plan contains provisions for adjustment in the number of shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Corporation's capitalization. The Stock Option Plan does not contain any provision for financial assistance by the Corporation in respect of options granted.

Management recommends the re-approval of the Stock Option Plan. To be effective, the Stock Option Plan must be approved by not less than a majority of the votes cast by the Shareholders present in person, or represented by proxy, at the Meeting. UNLESS OTHERWISE INDICATED, THE PERSONS DESIGNATED AS PROXY HOLDERS IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE COMMON SHARES REPRESENTED BY SUCH FORM OF PROXY, PROPERLY EXECUTED, FOR THE RE-APPROVAL OF THE STOCK OPTION PLAN.

Accordingly, the Shareholders of the Corporation will be asked to consider and, if deemed appropriate, to pass with or without variation, an ordinary resolution, in the form set out below, subject to such amendments, variations or additions as may be approved at the Meeting, to approve the Stock Option Plan attached to this Circular as Schedule "A".

The text of the resolution to be submitted to Shareholders at the Meeting is as follows:

"NOW THEREFORE BE IT RESOLVED THAT":

1. the Stock Option Plan attached to this Circular as Schedule "A", subject to any modifications required by applicable stock exchanges or regulatory authorities, be and is hereby authorized and approved to grant stock options pursuant and subject to the terms and conditions of the Stock Option Plan, entitling the option holders to purchase up to a maximum of 10% of the issued and outstanding capital of the Corporation as at the time of the grant, in accordance with the terms of the Stock Option Plan and within the rules and policies of applicable stock exchanges or regulatory authorities in effect at the time of granting, be and is hereby approved;
1. any one director or one officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer of the Corporation be necessary or desirable to carry out the intent of the foregoing resolution."

AUDIT COMMITTEE DISCLOSURE

The Corporation's disclosure of its audit practices pursuant to National Instrument 52-110 – Audit Committees ("NI 52-110") is set out below in the form required by Form 52-110F2 – Disclosure by Venture Issuers. The Audit Committee is responsible for the oversight and supervision of the accounting and financial reporting practices and procedures of the Corporation, monitoring the adequacy of internal accounting controls and procedures and reviewing the quality and integrity of financial statements of the Corporation. The independent auditors of the Corporation report directly to the Audit Committee. In addition, the Audit Committee is responsible for reviewing and approving the auditors' examination of specific areas and for recommending to the Board the selection of independent auditors of the Corporation.

Audit Committee Charter

A copy of the charter of the Audit Committee (the "Audit Committee Charter") is attached to this Circular as Schedule "B".

Composition of the Audit Committee

The current members of the Audit Committee are Michael F. Doolan (chairman), David A. Fraser and Edward M. Reeder, Jr. Each member of the Audit Committee is "financially literate" within the meaning of NI 52-110. Messrs. Doolan, Fraser and Reeder are "independent" within the meaning of NI 52-110.

Relevant Education and Experience

The following is a brief summary of the education or experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as a member of the Audit Committee, including any education or experience that has provided the member with an understanding of the accounting principles used by the Corporation to prepare its annual and interim financial statements:

Michael F. Doolan, Chairman of the Audit Committee – Mr. Doolan has extensive financial management experience and was Executive Vice-President and CFO of Neo Performance Materials, a producer, processor and developer of rare earth materials until his retirement. Mr. Doolan was a corporate director and chairman of the nominations committee of GBS Gold International Inc. until his resignation on November 20, 2008. Prior to 2005, he was Senior Vice-President, CFO of Falconbridge Limited, one of the world's largest nickel producers.

David A. Fraser – Mr. Fraser has extensive financial management experience and is currently the President and CEO of Aegis Six Corporation, and was previously the COO of INKAS from May 2015 to July 2016. Prior to becoming the President and CEO of Aegis Six Corporation and COO of INKAS, Mr. Fraser was the Major General, Commander, Land Forces Doctrine and Training Systems, 1st Canadian Division from July 2009 to August 2011.

Edward M. Reeder, Jr. – Mr. Reeder retired from the United States Army in 2016 after nearly 35 years of service. He spent the last 30 years in uniform as a Special Forces Officer commanding at every level in the United States Army Special Forces and served as the Commanding General of the United States Army Special Forces Command, consisting of 15,000 Soldiers with a US$450,000,000 operating budget. Mr. Reeder also served as the Commanding General of the United States Army John F. Kennedy Special Warfare Center and School. He currently serves as the President and CEO of Five Star Global Security. He also continues to serve as an advisor to SOCOM training programs as well as providing his deep leadership experience to students at the University of North Carolina.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year has a recommendation by the Audit Committee respecting the appointment and/or compensation of the external auditors of the Corporation not been adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee must, prior to the provision of services, approve any non-audit services to be provided to the Corporation and/or any of its subsidiaries by the independent auditor of the Corporation and the fees associated with those services.

External Auditor Service Fees

The aggregate fees billed to the Corporation by the Corporation's external auditors in each of the last two fiscal years for: (i) audit services ("Audit Fees"), (ii) assurance and related services by the external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and that are not included in Audit Fees ("Audit-Related Fees"), (iii) professional services rendered by the Corporation's external auditor for tax compliance, tax advice, and tax planning ("Tax Fees"), and (iv) products and services provided by the Corporation's external auditor, other than Audit Fees, Audit-Related Fees and Other Fees ("All Other Fees"), are as follows:

Year EndedDecember 31	Audit Fees(1)	Audit-Related Fees	Tax Fees	All Other Fees
2019	$200,000	Nil	Nil	Nil
2018(2)	$85,000	Nil	$14,000	Nil

Notes:

(1) Exclusive of HST.

(2) The 2018 year-end audit was performed by BDO Canada LLP.

The Corporation is relying on the exemption set out in Section 6.1 of NI 52-110.

CORPORATE GOVERNANCE DISCLOSURE

The Corporation's disclosure of corporate governance practices pursuant to NI 58-101 is set out below in the form required by Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers).

Board of Directors

The Board is currently comprised of the following seven directors: Tony P. Busseri, Peter F. Chodos, Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino and Edward M. Reeder, Jr. Five of the directors are Independent (as that term is defined in Section 1.2 of NI 58-101), namely Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino and Edward M. Reeder, Jr.

Two of the current and proposed directors are not Independent (as that term is defined in Section 1.2 of NI 58-101), namely, Tony P. Busseri as the CEO of the Corporation and Peter F. Chodos as the Executive Vice-President and CFO of the Corporation.

Directorships

Director	Reporting Issuer	Exchange
Tony P. Busseri	None	N/A
Peter F. Chodos	None	N/A
Michael F. Doolan	None	N/A
David A. Fraser	Open Text Corporation	N/A
Michael D. Harris	Canaccord Genuity Group Inc.Chartwell Retirement Residences	TSXTSX
John Marino	None	N/A
Edward M. Reeder, Jr.	None	N/A

The following current and proposed directors are also directors of the reporting issuers listed below:

Orientation and Continuing Education

New directors are provided with information on the Corporation and its management and will be fully briefed by senior management to give them an in depth understanding of the business and its issues.

Ongoing training and development of directors consists of similar components, including regular updates of the business, its opportunities and any issues it is confronting.

Ethical Business Conduct

The Corporation has a written Code of Business Conduct and Ethics (the "Code") that applies to all employees, officers and directors and is designed to promote integrity and deter wrongdoing. The Code is available under the Corporation's profile on SEDAR at www.sedar.com. The Corporation and the Board also operate in an environment that promotes ethical corporate behaviour, encouraging open lines of communication for employees, Shareholders and others to contact the Board and management. In addition, independent members of the Board meet after each scheduled Board meeting without management involvement. The Board is responsible for monitoring compliance with the Code.

Nomination of Directors

The independent directors review and assess potential candidates for the Board and recommend suitable members to the entire Board. It is the independent directors' responsibility to develop, and update the Board for approval, a longterm plan for Board composition that takes into consideration among other matters, the following: (a) the independence of each director; (b) the competencies and skills the Board, as a whole, should possess; (c) the current strengths, skills and experience represented by each director, as well as each director's personality and other qualities as they affect Board dynamics; (d) retirement dates; (e) the diversity of the Board; and (f) the strategic direction of the Corporation.

Compensation

Compensation for the directors and the officers of the Corporation is determined by the Board based upon recommendations made by the Compensation Committee. The members of the Compensation Committee are John Marino, David A. Fraser and Edward M. Reeder, Jr. each of whom is Independent (as that term is defined in Section 1.2 of NI 58-101).

The Compensation Committee sets the goals and corporate targets for the CEO upon which his compensation will be based. The Compensation Committee, in conjunction with the CEO, set the goals and corporate targets upon which senior management compensation will be based. In undertaking its responsibilities, the Compensation Committee has used consulting firms in order to comprehensively research market-based compensation matters, including salaries, bonuses, equity, and employment agreements for the senior management and directors of the Corporation.

Other Board Committees

The Corporation currently does not have any Board committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board assesses itself and its committees on a regular basis to determine its level of effectiveness. Participation is expected at all Board and committee meetings.

NORMAL COURSE ISSUER BID

On September 24, 2019, the Corporation obtained the approval of the TSXV to renew a normal course issuer bid (the "Original 2019 NCIB") for its Common Shares. Pursuant to the Original 2019 NCIB, the Corporation received approval to acquire up to 1,816,855 Common Shares or approximately 5% of its issued and outstanding Common Shares at a price not in excess of $0.60 per Common Share. On May 4, 2020, the Corporation obtained the approval of the TSXV to amend the Original 2019 NCIB (the "Amended 2019 NCIB" and together with the Original 2019 NCIB, the "2019 NCIB") to increase the maximum purchase price per Common Share to $0.75 per Common Shares. Under the 2019 NCIB, the Corporation acquired 1,147,500 Common Shares at an average price of $0.53 per Common Shares. The 2019 NCIB terminated on September 25, 2020. Purchases made pursuant to the 2019 NCIB were made by Paradigm Capital Inc. on behalf of the Corporation.

On September 28, 2020, the Corporation obtained the approval of the TSXV to renew its 2019 NCIB (the "2020 NCIB") for its Common Shares. Pursuant to the 2020 NCIB, the Corporation received approval to acquire up to 1,755,980 Common Shares or approximately 5% of its issued and outstanding Common Shares at a price not in excess of $0.75 per Common Share. The 2020 NCIB commenced on September 28, 2020 and will terminate on September 27, 2021. Purchases made pursuant to the 2020 NCIB will be made by Canaccord Genuity Corp. on behalf of the Corporation.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation has purchased, at its expense, directors' and officers' liability insurance in the aggregate amount of $6,000,000 for protection of its directors and officers against liability incurred by them in their capacities as directors and officers of the Corporation. For the period from November 24, 2019 to November 24, 2020 the Corporation paid a premium of $23,000 plus applicable taxes..

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation's profile on SEDAR at www.sedar.com. Financial information is provided in the Corporation's comparative annual financial statements and management discussion and analysis for its most recently completed financial year. Shareholders may contact the Corporation at 8 King Street East, Suite 600, Toronto, Ontario, M5C 1B5 to request copies of the Corporation's financial statements and management discussion and analysis.

BOARD APPROVAL

The contents and sending of this Circular have been approved by the Board. A copy of this Circular has been sent to (i) each director of the Corporation, (ii) each Shareholder entitled to receive the Notice, and (iii) the auditors of the Corporation.

DATED as of the 26th day of October, 2020.

"Michael D. Harris"

Michael D. Harris Chairman

SCHEDULE "A" ROUTE1 INC.

STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the "Plan") of Route1 Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the "Corporation"), is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the "Shares"), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation is hereinafter referred to as the "Board"). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

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

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

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the "Exchange").

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding shares of the Corporation. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

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

6. Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as "Participants"). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation, the option agreements to which they are party must contain a representation of the Corporation that such employee or consultant, as the case may be, is a bona fide employee or consultant of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.
(b) Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may be reduced upon receipt of Board approval, provided that in the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any one 12 month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

Option shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any one 12 month period to any one consultant of the Corporation (or its subsidiaries or affiliates).

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any one 12 month period to persons employed to provide investor relations activities (as such terms are defined in the policies of the Exchange) for the Corporation. Options granted to consultants performing investor relations activities for the Corporation will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstance shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX Venture Exchange Inc. ("TSX-V"), the maximum term may not exceed 5 years.

10. Option Period, Consideration and Payment

(a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant or employee of the Corporation or its subsidiaries, or death of the Participant.
(b) Subject to the policies of the Exchange, an option shall vest and may be exercised (in each case to the nearest full Share) during the option period in such manner as the Board may determine.
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.
(d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation, unless and until the certificates for such Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11. Ceasing To Be a Director, Officer, Consultant or Employee

If a Participant shall cease to be a director, officer, consultant, employee of the Corporation or its subsidiaries, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, but provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant or employee, unless (a) otherwise noted in a separate agreement with the Participant in which case, such exercise must occur according to such agreement up to a maximum of 180 days after the cessation of the Participant's services to the Corporation or (b) such Participant was engaged in investor relations activities in which case, such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.

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

12. Death of Participant

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within one year after such death and then only:

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

13. Rights of Optionee

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

14. Proceeds from Sale of Shares

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

15. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation through re-organization, merger, recapitalization, re-classification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made by the Board in its discretion in the number or kind of Shares optioned and the exercise price per Share, as regards previously granted and unexercised options or portions thereof, and as regards options which may be granted subsequent to any such change in the Corporation's capital.

Upon the liquidation or dissolution of the Corporation or upon a re-organization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially all of the property or more than eighty (80%) percent of the then outstanding common shares of the Corporation to another corporation, the Plan shall terminate, and any options theretofore granted hereunder shall terminate unless provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of options theretofore granted, or the substitution for such options of new options covering the shares of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number and kind of shares and exercise prices, in which event the Plan and options theretofore granted shall continue in the manner and upon the terms so provided. If the Plan and unexercised options shall terminate pursuant to the foregoing sentence, the Shares subject to all options granted shall immediately vest and all Participants then entitled to exercise an unexercised portion of options then outstanding shall have the right at such time immediately prior to consummation of the event which results in the termination of the Plan as the Corporation shall designate, to exercise their options to the full extent not theretofore exercised.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional share shall be required to be issued under the Plan on any such adjustment.

16. Transferability

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

17. Amendment and Termination of Plan

Subject to applicable approval of the Exchange, the Board may, at any time, suspend or terminate the Plan. Subject to applicable approval of the Exchange, the Board may also at any time amend or revise the terms of the Plan, provided that no such amendment or revision shall result in a material adverse change to the terms of any options theretofore granted under the Plan unless shareholder approval, or disinterested shareholder approval, as the case may be, is obtained for such amendment or revision.

18. Necessary Approvals

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

19. Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

20. Interpretation

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

MADE by the Board of Directors of the Corporation, as evidenced by the signature of the following director duly authorized in that behalf, effective the 17th day of March, 2003 and first approved by the shareholders of the Corporation on October 15, 2004 as part of the RTO Transaction. The Plan received subsequent shareholder approval on June 9, 2005, August 29, 2007, July 17, 2008, September 24, 2009, September 15, 2010, September 26, 2011, October 22, 2012, November 26, 2013, November 25, 2014, November 25, 2015, November 28, 2016, November 27, 2017, November 26, 2018 and December 2, 2019.

ROUTE1 INC.

Per: "Tony P. Busseri"

Name: Tony P. Busseri

Title: Chief Executive Officer and a Director

SCHEDULE "B" ROUTE1 INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. PURPOSE

The purpose of the Audit Committee is to assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities in relation to the integrity of the financial statements of Route1 Inc. (the "Corporation"), the integrity of the internal control systems of the Corporation, the Corporation's compliance with legal and regulatory requirements, the qualifications, independence and performance of the auditor, the performance of the Corporation's internal audit function, the risk management, financial planning, investment and capital-raising activities, and to perform the additional duties set out in this charter or otherwise delegated to the Audit Committee by the Board.

2. MEMBERS

The Board will appoint not less than three Directors to be members of the Audit Committee. A majority of the members must be independent Directors1 and all of whom must be financially literate2 or agree to become financially literate within a reasonable period of time following the member's appointment; and not serve on the audit committees of two or more other publicly traded issuers (unless the Board determines that service on those other audit committees would not impair the ability of the member to effectively serve on the Audit Committee).

Each year, the Board must appoint one member to be chair of the Audit Committee (the "Chair"). The Chair must not hold, or be a general partner; controlling shareholder or officer of a holder of, 20% or more of the Corporation's voting shares. If, in any year, the Board does not appoint a Chair, the incumbent Chair shall continue in office until a successor is appointed.

Each member will hold office until his or her term as a member of the Audit Committee expires or is terminated. Any member may be removed and replaced at any time by the Board, and will automatically cease to be a member as soon as the member ceases to meet the qualifications set out in this mandate. The Board must fill vacancies in the Audit Committee by appointment from among the members of the Board in accordance with the procedures set out in this mandate. If a vacancy exists on the Audit Committee, the remaining members shall exercise all its powers so long as a quorum remains in office.

3. DUTIES

(a) Oversight Responsibility. Management of the Corporation is responsible for the design and implementation of accounting and reporting systems, supported by internal controls to safeguard assets from loss or unauthorized use and to ensure the accuracy of the financial records, and the preparation of the Corporation's financial statements. The auditor is responsible to plan and perform an audit to express an opinion on whether the financial statements present fairly, in all material respects, the financial position of the Corporation and the results of its operations and its cash flows in accordance with international financial reporting standards ("IFRS"). The Audit Committee is responsible to oversee these processes and to set the tone for quality financial reporting, sound business risk practices and ethical behavior.

1 As defined in National Instrument 52-110 – Audit Committees ("NI 52-110").

2 Ibid, Note 1.

(b) Relationship with the Auditor. The Audit Committee is responsible for recommending the auditor to the Board. The Board will review this recommendation and nominate the auditor to be proposed for appointment by the shareholders. The auditor reports directly to the Audit Committee. The Audit Committee must have a clear understanding with management and the auditor that the auditor is ultimately accountable to the Audit Committee and the Board, as representatives of the shareholders. The Audit Committee must review the auditor's engagement letter.
(c) Evaluation of the Auditor. The Audit Committee must, after taking into account the opinions of management, evaluate the performance of the auditor and the engagement partner. The Audit Committee must seek comments from management of the Corporation for the appointment or reappointment of the auditor. If management proposes a change in auditor, the Audit Committee must consider the reasons for the change, including the response of the incumbent auditor. If a change in auditor is proposed, the Audit Committee must review the transition plans with management, the auditor and the proposed auditor to ensure an orderly transition.
(d) Independence of the Auditor. At least annually, and before the auditor issues its report on the annual financial statements, the Audit Committee must:
- ensure that the auditor submits a formal written statement defining all relationships between the auditor (including all related businesses or practices) and the Corporation;
- discuss with the auditor any disclosed relationships or services that may affect the objectivity and independence of the auditor;
- obtain written confirmation from the auditor that they are objective within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of Chartered Accountants to which they belong; and
- consider the safeguards implemented by the external auditor to minimize any threats to their independence.
(e) Non-Audit Services. The Audit Committee must pre-approve the appointment of the auditor for any non-audit service (other than those non-audit services that qualify as De Minimis Non-Audit Services in NI 52-110) that is not prohibited under the rules of the Canadian Public Accountability Board and the Independence Standards of the Canadian Institute of Chartered Accountants. Before the appointment of the auditor for any non-audit service, the Audit Committee must consider the compatibility of the service with the auditor's independence. For greater certainty, the Audit Committee has the sole authority to appoint the auditor for any non-audit service. The Audit Committee must review the fees billed to the Corporation for non-audit services performed by the auditor and for non-audit services performed by other accounting firms.
(f) Communications with the Auditor. The Audit Committee must meet privately with the auditor at least once per year to discuss any items of concern to the Audit Committee or the auditor, such as:
- problem areas that will be referred to in the auditor's management letter;
- whether or not the auditor is satisfied with the quality and effectiveness of the financial recording procedures and systems;
- the extent to which the auditor is satisfied with the nature and scope of the auditor's examination;
whether or not the auditor has received full co-operation of management and staff of the Corporation; and
the auditor's opinion of the competence and performance of the Chief Financial Officer (the "CFO"), and other key financial personnel.

The Audit Committee should discuss with the auditor the items required to be communicated to the Audit Committee under the Canadian Institute of Chartered Accountants' Handbook section 5751, Communications with those having oversight responsibility for the financial reporting process.

(g) Review of the Audit Plan. The Audit Committee must discuss with the auditor the nature of an audit and the responsibility assumed by the auditor when conducting an audit under generally accepted auditing standards ("GAAS") and consider whether or not the nature and scope of the planned audit procedures can reasonably be expected to:
- detect weakness in internal control and frauds or other illegal acts; and
- determine whether the financial statements present fairly, in all material respects, the financial position of the Corporation in accordance with IFRS.
(h) Audit Fees. The Audit Committee has sole authority to determine the auditor's fee. In determining the auditor's fee, the Audit Committee must consider the number and nature of reports issued by the auditors, the quality of the internal controls, the size, complexity and financial condition of the Corporation and the extent of internal audit and other support provided by the Corporation to the auditor.

(i) Disclosure of Financial and Related Information

Review of Annual Audited Financial Statements

The Audit Committee must:

review the annual audited financial statements, before their approval by the Board, to assess whether or not they present fairly in all material respects in accordance with IFRS the financial condition, results of operations and cash flows;
review the auditor's report; and
review the related management discussion and analysis ("MD&A")

In conducting their review, the Audit Committee must:

discuss the annual audited financial statements and MD&A with management and the auditor;
consider the quality of, and not just the acceptability of, the accounting principles, the reasonableness of management's judgments and estimates that have a significant effect upon the financial statements, and the clarity of the disclosures in the financial statements;
discuss any analyses prepared by management or the auditor that set out significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative IFRS;
discuss the effect of off-balance sheet transactions, arrangements, obligations (including contingent liabilities) and other relationships with unconsolidated entities or other persons that may have a material current future effect on the Corporation's financial condition, change in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues and expenses;
consider any changes in accounting practices or policies and their impact on financial statements of the Corporation;
discuss with management, the auditor and, if necessary, legal counsel, any litigation, claim or other contingency, including tax assessments, that could have material effect upon the financial position of the Corporation, and the manner in which these matters have been disclosed in the financial statements;
discuss with management and the auditor any correspondence with regulators or governmental agencies, employee complaints or published reports that raise material issues regarding the Corporation's financial statements or accounting policies;
discuss with the auditor any special audit steps taken in light of material weaknesses in internal control;
review the results of the audit, including any reservations or qualification in the auditor's opinion;
discuss with the auditor any difficulties encountered in the course of the audit work, including any restrictions on the scope of their procedures and access to requested information, accounting adjustments proposed by the auditor but were "passed" (as immaterial or otherwise), and significant disagreements with management; and
consider any other matter which in its judgment should be taken into account in reaching its recommendation to the Board concerning the approval of the financial statements.

Review of Interim Financial Statements and Other Financial Information

The Audit Committee must discuss the interim financial statements and related MD&A with management, and if satisfied that the financial statements present fairly in all material respects in accordance with IFRS the financial condition, results of operations and cash flows, approve the financial statements and review the related MD&A on behalf of the Board.

The Audit Committee must review and recommend for the Board's approval, before its public release all news releases containing financial information based on the Corporation's financial statements that have not been publicly released. When recommending that the Board approve the release of pro forma or adjusted non- IFRS information, the Audit Committee must ensure that the information does not contain an untrue statement of material fact or omit to state a material fact necessary in order to make the information, in light of the circumstances under which it was presented, not misleading. The Audit Committee must also reconcile the information with the financial condition and results of operations under IFRS.

In conducting these reviews, the Audit Committee must consider the matters set out above under the heading "Review of Annual Audited Financial Statements", as are applicable in the circumstances.

Review of Prospectuses and Other Regulatory Filings

The Audit Committee must review all other financial statements that require approval by the Board before they are released to the public, including, without limitation, financial statements for use in prospectuses or other offering or public disclosure documents and financial statements required by regulatory authorities.

The Audit Committee must review the information contained in prospectuses or other offering or public disclosure documents and statements required by regulatory authorities to ensure that each document or statement is consistent with the financial statements and that such document or statement does not contain any untrue statement of any material fact or omit to state a material fact that is required or necessary to make the document or statement not misleading, in light of the circumstances under which it is made.

In conducting these reviews, the Audit Committee must consider the matters set out above under the heading "Review of Annual Audited Financial Statements", as are applicable in the circumstances.

(j) Relationship with Management. The Audit Committee must:
- meet privately with management at least once per quarter to discuss any areas of concern to the Audit Committee or management;
- review the performance of the CFO and other senior executives involved in the financial reporting process and approve the appointment of and departure of individuals occupying these positions;
- recommend to the Board clear policies for hiring former partners or employees of the auditor who were engaged on the Corporation's account; and
- keep management informed of all significant matters dealt with by the Audit Committee.
(k) Complaints Procedure. The Audit Committee will consider establishing a procedure for the receipt, retention and follow-up of complaints received by the Corporation regarding accounting, internal controls, or auditing matters. The Audit Committee will consider establishing a procedure for the confidential, anonymous submission of concerns by employees of the Corporation regarding accounting, internal controls, or auditing matters.
(l) Relationship With and Expectations of the Internal Audit Function. The Audit Committee must assess whether or not an internal audit function should be established, and, if so, establish the mandate, budget, planned activities and organizational structure of the internal audit function to ensure that it is independent of management and is provided with sufficient resources to carry out its mandate. The Audit Committee must discuss this mandate with the auditor.
(m) Oversight of Internal Controls and Disclosure Controls. The Audit Committee must:
- review with management the internal controls that have been adopted to safeguard assets from loss and unauthorized use and ensure the accuracy of the financial records;
- review any internal control letter prepared by the auditor and management's responses to that letter;
- review significant reports prepared by the internal audit function together with management's responses and any follow-up reports;
discuss material internal control weaknesses with management, and the auditor and discuss management's plans to rectify the weaknesses; and
oversee investigations of alleged fraud and illegality relating to the Corporation's finances.
(n) Legal Compliance. The Audit Committee must review with legal counsel any legal matters that could have a significant effect on the Corporation's financial statements and the Corporation's compliance with applicable laws and regulations relating to financial reporting and disclosure. The Audit Committee must review inquiries received from regulators and governmental agencies to the extent that they may have a material impact on the financial position of the Corporation and advise the Board accordingly. The Audit Committee must review the procedures adopted by the Corporation that ensure that the Corporation has withheld all material statutory deductions and remitted them to the appropriate authorities.
(o) Risk Management. The Audit Committee must meet periodically with management to discuss the Corporation's major financial risk exposures and the steps management has taken to monitor and control these risks. The Audit Committee is not expected or required to be the sole body responsible for risk assessment and management, but it must discuss the guidelines and policies to govern the process by which risk assessment and management is undertaken.
(p) Financial Planning and Investments. The Audit Committee must review the annual business plan, including the annual budget, and recommend these to the Board for approval, as well as review periodic financial forecasts. The Audit Committee must review and approve the investment policy, review investment opportunities of a value exceeding management's authority in accordance with such policy, and review reports from management on the results of investment decisions. The Audit Committee must assess management's plans with respect to raising additional funds whether through debt or equity issuance, in accordance with procedures established by the Board from time to time.
(q) Conduct and Ethics. The Audit Committee must ensure that two of the CEO, COO or the CFO review and approve all expenses incurred by the Directors and senior officers of the Corporation; in addition none of the CEO, COO or CFO can approve their own individual expenses.
(r) Related Party Transactions and Conflicts of Interest. The Audit Committee must review and pre-approve all proposed related party transactions and potential conflict of interest situations that are not required to be dealt with by an "independent special committee" pursuant to securities law rules.

4. REVIEW AND DISCLOSURE OF CHARTER

This Charter must be reviewed by the Audit Committee at least annually and be submitted to the Board for approval with such amendments as the Audit Committee proposes. A summary of this Charter must be disclosed to shareholders at least every three years or, if significant amendments are made to the Charter, in the next management information circular.

5. ASSESSMENT OF AUDIT COMMITTEE

The Board must assess the effectiveness of the Audit Committee in meeting its objectives by reference to the duties set out in this Charter.

6. MEETINGS

The Chair may call a meeting of the Audit Committee at any time, and must call a meeting of the Audit Committee when requested to do so by a member of the Audit Committee, the external auditor, the chair of the Board, the CEO or the CFO. In any event, the Audit Committee must meet at least four times annually. Notices of Audit Committee meetings shall be sent to all members of the Audit Committee, to the CEO of the Corporation, and to all Directors. The Audit Committee may invite any person to attend meetings of the Audit Committee.

7. QUORUM

Quorum is defined as the Chair (or another member with accounting or financial expertise) plus 50% of the other members of the Audit Committee. In the absence of the Chair at a meeting of the Audit Committee, the members in attendance must select one of them to act as chair of that meeting.

8. SECRETARY AND MINUTES

The secretary of the Board, or such other person as the Chair may appoint, shall be appointed secretary of the Audit Committee. The Audit Committee must keep minutes of its proceedings and circulate a copy of the minutes to each member of the Board on a timely basis. The minutes will be duly entered into the books of the Corporation.

9. RETENTION OF EXPERTS

The Audit Committee may engage such special legal, accounting or other experts, without Board approval and at the expense of the Corporation, as it considers necessary to perform its duties.

10. ACCESS TO RECORDS

The Audit Committee, and any legal, accounting or other experts engaged by the Audit Committee, shall be given access to all records information relating to the Corporation that they believe are relevant to the performance of their duties.

AI assistant

Route1 Inc. — AGM Information 2020

44272_rns_2020-11-03_80364c6f-dce3-4d66-afd4-0bc562ad9f9f.pdf

ROUTE1 INC.

NOTICE OF MEETING

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE

TO BE HELD AT:

ROUTE1 INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

ROUTE1 INC. MANAGEMENT INFORMATION CIRCULAR

PROXIES

Solicitation of Proxies

Appointment and Revocation of Proxies

Voting of Proxies

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN IN RESPECT OF AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OR OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

Advice to Beneficial Shareholders

Distribution of Security Holder Materials to Objecting Beneficial Owners

Distribution of Security Holder Materials to Non-Objecting Beneficial Owners

Voting Procedures Applicable to NOBOs and OBOs

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

STATEMENT OF EXECUTIVE COMPENSATION

Interpretation

Named Executive Officers

Executive Compensation Discussion and Analysis

Objectives of the Compensation Program

Elements of Executive Compensation

Base Salary

Short-term Incentives

Long-term Incentives

Determination of Compensation

Other Compensation

Material Factors Necessary to Understand Director Compensation

Stock Option Granting Process

Executive Officers

Directors

How the Corporation Determines Compensation

The Role of the Compensation Committee

The Role of Management

Performance Assessment

Corporate Performance

Individual Performance

Internal Equity and Retention Value

Previously Awarded Compensation

Restrictions on Financial Instruments

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment Contracts, Termination and Change of Control

Tony P. Busseri

Yamian Quintero

Peter F. Chodos

Thomas C. Hance

Pension Plan Benefits

Securities Authorized for Issuance Under Equity Compensation Plans

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

PARTICULARS OF MATTERS TO BE ACTED UPON

Audited Financial Statements

Election of Directors

Re-appointment of Auditors

Re-Approval of Stock Option Plan

"NOW THEREFORE BE IT RESOLVED THAT":

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Route1 Inc. AGM Information 2020