Route1 Inc. — AGM Information 2022

Oct 25, 2022

ROUTE1 INC.

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE

ANNUAL GENERAL AND SPECIAL MEETING

OF

SHAREHOLDERS

TO BE HELD AT: Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Bay Adelaide Centre Toronto, Ontario, Canada M5H 2T6

On November 30, 2022 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 November 30, 2022 at the offices of Fasken Martineau DuMoulin LLP, Suite 2400, 333 Bay Street, Toronto, Ontario, Canada, M5H 2T6 for the following purposes:

1. to receive the Corporation’s audited financial statements for the year ended December 31, 2021 together with the auditor’s report thereon;

2. to elect directors of the Corporation for the ensuing year;

3. to appoint RSM Canada LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;

4. to approve the long-term incentive plan of the Corporation;

5. to approve the grant of certain incentive awards granted to certain employees, directors, officers and consultants of the Corporation and its affiliates;

6. to approve the settlement of debt owed to Tony P. Busseri, Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino, Edward M. Reeder, Jerry Iwanski, Peter F. Chodos, and Alex Shpurov through the issuance of up to 2,787,693 common shares of the Corporation; and

7. 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 17, 2022 (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 their 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 54101 – 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/PSEQ2022 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 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 18, 2022 in order to allow sufficient time for the shareholder to receive the paper copy and return the proxy by its due date.

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A registered shareholder may attend the Meeting in person or may be represented by proxy. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough or difficulty breathing will be permitted to attend the Meeting in person.

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, 8[th] 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 them and on their 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 their attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

DATED at the City of Toronto, in the Province of Ontario, this 21[st] day of October, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

“Michael D. Harris”

Michael D. Harris Chairman

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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 NOVEMBER 30, 2022 AT THE OFFICES OF FASKEN MARTINEAU DUMOULIN LLP, 333 BAY STREET, SUITE 2400, TORONTO, ONTARIO, CANADA, M5H 2T6 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/PSEQ2022 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/ PSEQ2022. The cost of solicitation by the officers and/or directors will be borne directly by the Corporation.

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 them 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 their attorney authorized in writing and delivered to Computershare Investor Services Inc., located at 100 University Avenue, 8[th] 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,

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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 their proxy how to vote their 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 (“ NI 54-101 ”), the Corporation has distributed copies the Meeting Materials (i) directly to non-registered 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

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• (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 NI 54-101, the Corporation intends to pay for Intermediaries to deliver the Meeting Materials to OBOs.

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 nonregistered 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 wishes 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 their 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, the approval of the long-term incentive plan, the grant of certain incentive awards and the debt settlement, 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,

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39,709,463 Common Shares were issued and outstanding. Each holder of record at the close of business on October 17, 2022 (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 their duly appointed proxy, is entitled to one vote for each Common Share registered in their name as it appears on the list except to the extent that such Shareholder has transferred any of their Common Shares after the Record Date and the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes that they own the Common Shares and demands, not later than ten days before the Meeting, that their name be included in the list. In such case the transferee is entitled to vote their 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,

• 1) a chair, vice-chair, or president;

• 2) a chief executive officer or chief financial officer;

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

• 4) 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

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• (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, 2021, 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, CFO and Director of the Corporation;

• Jerry Iwanski, Executive President and Chief Operating Officer (“ COO ”) of the Corporation; and

• • Alex Shpurov, Senior Vice-President and Chief Technology Officer (“ CTO ”) of the Corporation.

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, 2021, 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.

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.

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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 awards. 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 exercise is greater than the exercise price of the awards at the time of the relevant grant. Incentive awards vest in such manner as prescribed in the Corporation’s long-term incentive plan, which is attached to this Circular as Schedule “A” (the “ LTIP ”) or as the Corporation’s board of directors (the “ Board ”) may otherwise 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.

The Compensation Committee’s comprehensive assessment of the overall business performance of the Corporation, including corporate performance against objectives (both quantitative and qualitative), business circumstances and, 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.

For the year ended December 31, 2021, Board compensation consisted of the following: the Chairman of the Corporation received an annual cash retainer of US$120,000 and the other independent directors each received an annual cash retainer of US$45,000. In addition, each of the chairman of the Audit Committee and the Compensation Committee received an additional US$25,000 a year and all other committee members received US$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. A portion of the director fees are, subject to approval at the Meeting, to be satisfied by the issuance of Common Shares. See “ Particulars of Matters to be Acted Upon – Approval of Debt Settlement”.

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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 LTIP and may be awarded under the LTIP from time to time as compensation for their services as directors. For further details concerning the terms of the LTIP, please see the section of this Circular entitled “ Particulars of Matters to be Acted Upon – Approval of the Long-Term Incentive Plan ”.

During the fiscal year ended December 31, 2021, 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. Except as set out below or elsewhere 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.

Award Granting Process

Executive Officers

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

The Compensation Committee reviews the appropriateness of the award grant recommendations from the CEO for all eligible employees and accepts or adjusts these recommendations. The Compensation Committee is responsible for approving all individual award 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 award for Executive Officers.

Directors

The Board considers award grants to directors at the time a director joins the Board and annually thereafter. 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.

See “ Particulars of Matters to be Acted Upon – Approval of Long-Term Incentive Plan ” for a summary of the LTIP which is attached to this Circular as Schedule “A”.

How the Corporation Determines Compensation

The Role of the Compensation Committee

The Compensation Committee is currently comprised 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

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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 decision-making 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 their 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 their specific role. As with the corporate objectives, individual Executive Officer’s

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performance objectives may include a combination of quantitative and qualitative measures with no pre-determined 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 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 Boardapproved 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 award grants) 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 award grants, the Board reviews individual and corporate performance taking into account the long-term interests of the Corporation; and (v) awards granted under the Corporation’s LTIP generally are subject to vesting 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

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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, 2021 and December 31, 2020. 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	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensatio n ($)	Total Compensatio n ($)
Tony P. Busseri, CEO and Director(1)	2021 2020	US$322,500 US$300,000	US$60,000 $75,000	Nil Nil	Nil Nil	Nil Nil	US$382,500 $75,000 and US$300,000
Peter F. Chodos, Executive Vice- President, CFO and Director(2)	2021 2020	$279,500(3) $275,000	$25,000 $65,000	Nil Nil	Nil Nil	Nil Nil	$304,500 $340,000
Alex Shpurov, Senior Vice President and CTO(4)	2021 2020	$36,932 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$36,932 Nil
Yamian Quintero, Executive Vice- President and CTO(5)	2021 2020	US$216,707 US$235,000	US$31,250 Nil	Nil Nil	Nil Nil	Nil Nil	US$247,957 US$235,000
Thomas C. Hance, SVPL(6)	2021 2020	US$41,667 US$200,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	US$41,667 US$200,000
Jerry Iwanski, Executive Vice President and COO	2021 2020	US$231,250 US$210,000	US$25,000 Nil	Nil Nil	Nil Nil	Nil Nil	US$256,250 US$210,000
Michael F. Doolan, Director	2021 2020	$70,255 $60,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$70,255 $60,000
David A. Fraser, Director(7)	2021 2020	$69,660 $65,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$69,660 $65,000
Michael D. Harris, Director	2021 2020	$124,577 $100,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$124,577 $100,000
John Marino, Director	2021 2020	$30,000 and US$35,000 $60,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$30,000 and US$35,000 $60,000
Edward M. Reeder, Jr., Director(8)	2021 2020	$32,500 and US$32,500 $65,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$32,500 and US$32,500 $65,000
Barry West, Director(9)	2021 2020	Nil $3,750	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil $3,750

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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 Group Mobile Int’l, LLC, 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) $232,167 was received by Mr. Chodos and $47,333 by Chodos Capital Group Inc., a corporation controlled by Mr. Chodos.

• (4) Mr. Shpurov, through Artifirm Inc., was hired effective November 8, 2021. Artifirm Inc. is paid an annual base fee of $250,000.

• (5) Mr. Quintero resigned from the Corporation on November 19, 2021.

• (6) Mr. Hance was hired effective May 6, 2019 and resigned from the Corporation on March 15, 2021.

• (7) Mr. Fraser will not be standing for re-election and will resign on the date of the Meeting.

• (8) Mr. Reeder was appointed as a director on October 2, 2018. Mr. Reeder will not be standing for re-election and will resign on the date of the Meeting.

• (9) 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	Compensation Securities	Compensation Securities
Name and position	Type of compensati on security	Number of compensation securities, number of underlying securities, and percentage of class(1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Tony P. Busseri, CEO and Director(2)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Peter F. Chodos, Executive Vice- President, CFO and Director(3)	Stock Options	250,000	October 6, 2021	$0.50	$0.43	$0.30	October 6, 2026
Alex Shpurov, Senior Vice President and CTO(4)	Stock Options	300,000	November 8, 2021	$0.50	$0.40	$0.30	November 8, 2026
Jerry Iwanski, Executive Vice President and COO(5)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Michael F. Doolan, Director(6)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
David A. Fraser, Director(7)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Michael D. Harris, Director(8)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
John Marino, Director(9)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Edward M. Reeder, Jr., Director(10)	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, 2021 , Mr. Busseri held 750,000 stock options of the Corporation. (3) As at December 31, 2021, Mr. Chodos held 525,000 stock options of the Corporation.

(4) As at December 31, 2021, Mr. Shpurov held 300,000 stock options of the Corporation.

• (5) As at December 31, 2021, Mr. Iwanski held 300,000 stock options of the Corporation.

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(6) As at December 31, 2021, Mr. Doolan held 175,000 stock options of the Corporation. (7) As at December 31, 2021, Mr. Fraser held 175,000 stock options of the Corporation.

(8) As at December 31, 2021, Mr. Harris held 300,000 stock options of the Corporation. (9) As at December 31, 2021, Mr. Marino held 75,000 stock options of the Corporation.

(10) As at December 31, 2021, Mr. Reeder held 175,000 stock options of the Corporation.

	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs	Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensatio n security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Tony P. Busseri, CEO and Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Peter F. Chodos, Executive Vice- President, CFO and Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Alex Shpurov, Senior Vice President and CTO	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Jerry Iwanski, Executive Vice President and COO	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Michael F. Doolan, Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
David A. Fraser, Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Michael D. Harris, Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
John Marino, Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A
Edward M. Reeder, Jr., Director	Stock Options	N/A	N/A	N/A	N/A	N/A	N/A

The Corporation did not re-price any stock options during its fiscal year ended December 31, 2021. However, see discussion set below under “ Particulars of Matters to be Acted Upon – Approval of Grant of Awards ”

Stock Option Plans and Other Incentive Plans

See “ Particulars of Matters to be Acted Upon –Approval of Long-Term Incentive Plan ” for a summary of the LTIP 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, 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 CEO 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

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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 Busseri 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 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.

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 ”). On November 1, 2021, the Corporation entered into a consulting agreement with Chodos Capital Group Inc. (the “ CCGI Consulting Agreement ”) pursuant to which Mr. Chodos, a director of CCGI, would serve as Executive Vice President and Chief Financial Officer of the Corporation. The terms of the CCGI Employment Consulting Agreement are substantially as follows: CCGI is paid an annual base fee of $275,000. If the CCGI Consulting Agreement is terminated without just cause, CCGI will be entitled to a lump sum payment equal to the base fee less applicable deductions and required withholdings. CCGI 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 CCGI Consulting 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

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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.

Jerry Iwanski

On March 27, 2019, a wholly owned subsidiary of the Corporation entered into an employment agreement with Mr. Iwanski (the “ Iwanski Employment Agreement ”), the terms of which are substantially as follows: Mr. Iwanski, who was subsequently promoted from Chief Digital Officer to Executive Vice President and Chief Operating Officer of the Corporation, is paid an annual base salary of US$255,000. If Mr. Iwanski’s employment is terminated without just cause, he will be entitled to a lump sum payment equal to 25% his base salary less applicable deductions and required withholdings. Mr. Iwanski is entitled to participate in any future bonus incentive program administered in the absolute discretion of the Board. The Iwanski 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 Iwanski 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 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.

Alex Shpurov

Effective November 8, 2021, the Corporation entered into a consulting agreement (the “ Shpurov Consulting Agreement ”) with Artifirm Inc. (“ Artifirm ”), a company wholly owned by Alex Shpurov. The Shpurov Consulting Agreement is effective as of November 8, 2021 and terminates on November 7, 2026. Artifirm has agreed that the person to discharge its obligations is Mr. Shpurov, who will serve as the Corporation’s Executive Vice President and Chief Technology Officer. The terms of the Shpurov Consulting Agreement are substantially as follows: Artifirm is paid an annual base fee of $250,000. If the Shpurov Consulting Agreement is terminated without just cause, Artifirm will be entitled to a lump sum payment equal to $125,000 plus GST or HST, as applicable. Artifirm 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.

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The following table contains the estimated incremental payments, payables and benefits that would arise assuming a termination date of December 31, 2021:

Name	Event	Cash Payments ($)	Value of Equity and Share-based Awards ($)	Total ($)
Tony P. Busseri	Termination with cause Termination without cause Change in control	Nil US$330,000 US$330,000	Nil Nil Nil	Nil US$330,000 US$330,000
Peter F. Chodos	Termination with cause Termination without cause Change in control	Nil $275,000 $275,000	Nil Nil Nil	Nil $275,000 $275,000
Jerry Iwanski	Termination with cause Termination without cause Change in control	Nil US$57,812 US$57,812	Nil Nil Nil	Nil US$57,812 US$57,812
Alex Shpurov	Termination without cause	$125,000	Nil	$125,000

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, 2021, concerning options outstanding pursuant to the Corporation’s current stock option plan (the “ Old Plan ”) which is the only compensation plan of the Corporation under which equity securities of the Corporation are authorized for issuance:

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of Common Shares remaining available for future issuance under the Stock Option Plan
Stock Option Plan	3,225,000	$0.60	729,651

The maximum number of Common Shares reserved under the Old Plan as of the date of this Circular is 3,954,651 and, being a “rolling” 10% plan, such maximum number shall increase or decrease automatically in accordance with the terms of the Old Plan such that the maximum number shall be 10% of the Common Shares outstanding from time to time.

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.

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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, 2021 together with the auditor’s report; (ii) the election of directors of the Corporation for the ensuing year; (iii) the appointment of RSM Canada LLP as the auditors of the corporation and authorizing the directors to fix the auditors’ remuneration; (iv) approval of the LTIP, (v) approval of the grant of certain incentive awards, and (vi) approval of the debt settlement.

Audited Financial Statements

The Corporation’s financial statements for the fiscal year ended December 31, 2021 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 five. 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 their 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 of Residence & Position	Director Since	Present Occupation if Different from Office Held	Shares Beneficially, Directly or Indirectly, Owned or Over Which Control is Exercised(1)
Tony P. Busseri, CEO and Director Ontario, Canada	September 24, 2009	CEO, Route1 Inc. Since February 2010	674,400
Peter F. Chodos Executive Vice-President, CFO and Director Ontario, Canada	September 24, 2009	EVP and CFO, Route1 Inc. Since August 2016	224,000
Michael F. Doolan(2) Director Ontario,Canada	June 9, 2005	Retired Executive	311,341
Michael D. Harris Chairman and Director Ontario, Canada	September 24, 2009	Senior Business Advisor, Fasken Martineau DuMoulin LLP Since September 2013	757,348
John Marino(3) Director Leesburg, VA, USA	February 9, 2017	Principal, Marino Consulting Since January 2011	87,025

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.

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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 their 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 THEIR 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.

Appointment of Auditors

The Board, on the recommendation of the Audit Committee, is recommending the appointment of RSM Canada LLP, to act as the Corporation’s auditors for the ensuing year until the close of the next annual general meeting or until their

• 20 -

successors are appointed. At the Meeting, Shareholders will be asked to consider and, if thought fit, approve the appointment of RSM Canada 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, and to authorize the Board to fix their renumeration. As required by Section 4.11 of NI 51-102, a copy of the Corporation’s reporting package, including: (i) the notice of change of auditor dated October 13, 2022; (ii) a response letter from Grant Thornton LLP, Chartered Accountants, the Corporation’s predecessor auditor; and (iii) a response letter from RSM Canada LLP with respect to their appointment as the successor auditor of the Corporation (collectively, the “ Reporting Package ”), is attached as Schedule “B” to this Circular. The Reporting Package has been reviewed and approved by the Board and was filed on the Corporation’s SEDAR profile at www.sedar.com. There were no “reportable events” within the meaning of NI 51-102.

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the appointment of RSM Canada 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 APPOINTMENT OF RSM CANADA 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.

Approval of Long-Term Incentive Plan

The Board of Directors recommends that the Corporation adopt a long-term incentive plan (the “ LTIP ”) to attract, retain, and motivate persons of training, experience, and leadership to serve as management, employees, and consultants of the Corporation and that such plan supersede the Old Plan with prior grants to be administrated under the LTIP following its adoption. A copy of the LTIP is attached as Schedule “A” to this Circular.

The following table summarizes the key provisions of the LTIP. This summary is qualified in its entirety by reference to the full text of the LTIP attached as Schedule “A” to this Circular.

Eligible Participants	For all awards, any director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation who is eligible to receive awards under the LTIP.
Types of Awards	Stock options, Performance Share Units (“PSUs”), Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”). The awards shall be for Common Shares.
Number of Securities Issued and Issuable	The aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all stock options granted under the LTIP, together with all other established security-based compensation arrangements of the Corporation’s, shall not exceed 10% of the issued and outstanding Common Shares at the time of granting the award (on a non-diluted basis). The stock option component of the LTIP is an evergreen “rolling” plan, thus if the Corporation issues additional Common Shares in the future the number of the Common Shares issuable under the LTIP will increase accordingly. The aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all awards other than stock options, shall not exceed 10% of the issued and outstanding Common Shares at the time of Shareholder approval of the LTIP. The aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all Awards other than stock option granted under this Plan shall not exceed the number of shares equal to 3,970,946. The non-stock option component of the Plan is a“fixed”plan.
Plan Limits	When combined with all of the Corporation’s other security-based compensation arrangements, the LTIP shall not result in:

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	• a number of Common Shares reserved for issuance exceeding 20% of the issued and outstanding Shares, • a number of Common Shares issued to insiders (as a group) within a one-year period exceeding 10% of the issued and outstanding Common Shares, • a number of the Common Shares issuable to insiders (as a group) at any time exceeding 10% of the issued and outstanding Common Shares, • a number of the Common Shares issuable to any one participant within a one- year period exceeding 5% of the issued and outstanding Common Shares, • a number of the Common Shares issuable to any one consultant within a one- year period exceeding 2% of the issued and outstanding Common Shares, • the issuance of awards, other than stock options, to an Investor Relations Service Provider, • options granted to an Investor Relations Service Provider vesting in stages other than over a period of 12 months where: o no more than ¼ of the Common Shares subject to the stock option vest no sooner than three months after the Date of Grant; o no more than another ¼ of the Common Shares subject to the stock option vest no sooner than six months after the Date of Grant; o no more than another ¼ of the Shares subject to the stock option vest no sooner than nine months after the Date of Grant; and o the remainder of the Common Shares subject to the stock option vest no sooner than 12 months after the Date of Grant, • a number of the Common Shares issuable to Investor Relations Service Providers (as a group) within a one-year period exceeding 2% of the issued and outstanding Common Shares, calculated as at the date any stock option is granted or issued to the Investor Relations Service Provider; or • the reduction in the exercise price of a stock option or the extension of the term of a stock option for Participant who is an Insider, unless disinterested Shareholder approval is obtained pursuant to the rules of the TSX Venture Exchange.
Definition of Market Price	“Market Price” has the meaning ascribed to it pursuant to TSX Venture Exchange Policy 1.1– Interpretation, as amended from time to time.
Assignability	An award may not be assigned, transferred, charged, pledged or otherwise alienated, other than to a participant’s personal representatives.
Amending Procedures	The Board may at any time or from time to time, in its sole and absolute discretion and without Shareholder approval, amend, suspend, terminate or discontinue the LTIP and may amend the terms and conditions of any awards granted thereunder, provided that no amendment may materially and adversely affect any award previously granted to a participant without the consent of the participant. For example, the Board may make the following amendments to the Plan or Awards without obtaining the approval of the shareholders of the Corporation: (i) amendments to fix typographical errors, (ii) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions, or (iii) any other amendments that do not require shareholder approval as may be prescribed pursuant to TSX Venture Exchange Policy 4.4 –_Security Based Compensation,_as amended from time to time. Notwithstanding the foregoing, Shareholder approval, or disinterested Shareholder approval as applicable, shall be required for the following amendments: • reducing the exercise price of stock options, or canceling and reissuing any stock options so as to in effect reduce the exercise price; • extending (i) the term of a stock option beyond its original expiry date, or (ii) the date on which a performance share unit, restricted share unit or deferred share unit will be forfeited or terminated in accordance with its terms, other than incircumstancesinvolvingablackoutperiod;

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	• increasing the fixed maximum number of the Common Shares reserved for issuance under the LTIP; • revising participation limits; • amending the definition of “Eligible Person” that may permit the reintroduction of non-executive directors on a discretionary basis; or • revising the amending provisions.	• increasing the fixed maximum number of the Common Shares reserved for issuance under the LTIP; • revising participation limits; • amending the definition of “Eligible Person” that may permit the reintroduction of non-executive directors on a discretionary basis; or • revising the amending provisions.	• increasing the fixed maximum number of the Common Shares reserved for issuance under the LTIP; • revising participation limits; • amending the definition of “Eligible Person” that may permit the reintroduction of non-executive directors on a discretionary basis; or • revising the amending provisions.
Financial Assistance	The Corporation will not provide financial assistance to participants under the LTIP.
Other	In the event of a change in control, the Board shall have the right, but not the obligation, to permit each participant to exercise all of the participant’s outstanding stock options and to settle all of the participant’s outstanding PSUs, RSUs and DSUs, subject to completion of the change in control, and has the discretion to accelerate vesting. The LTIP further provides that if the expiry date or vesting date of stock options is during a blackout period, the expiry date or vesting date, as applicable, will be automatically extended for a period of ten trading days following the end of the blackout period. In the case of PSUs, RSUs and DSUs, any settlement that is effected during a blackout period shall be in the form of a cash payment.
Description of Awards
1. Stock Options
Stock Option Terms and Exercise Price	The number of the Common Shares subject to each stock option grant, exercise price, vesting, expiry date and other terms and conditions are determined by the Board. The exercise price shall in no event be lower than the Market Price of the Common Shares on the grant date.
Term	Stock options shall be for a fixed term, not exceeding five years, and exercisable as determined by the Board, provided that if no specific determination as to the scheduled expiry date, then the stock option shall have a term not exceeding seven years.
Vesting	Unless otherwise specified, each stock option shall vest as follows: (i) 30% on each of the first two anniversaries of the grant date and (ii) 40% on the third anniversary of the grant date. The Corporation intends to settle the awards by way of issuing shares.
Exercise of Option	The participant may exercise stock options by payment of (i) the exercise price per share subject to each option; or (ii) at the sole discretion of the Corporation, by payment pursuant to a broker-assisted sale and remittance program authorized by the Board (i.e. cashless exercise);
Circumstances Involving Cessation of Entitlement to Participate	Reasons for Termination	Vesting	Expiry of Vested Options
	Death	Unvested stock options automatically vest as of the date of death.	Stock options expire on the earlier of the scheduled expiry date of the option and one year following the date of death.
	Disability	Unvested stock options continue to vest in accordance with the terms of the option.	Stock options expire on the earlier of the scheduled expiry date of the option and ninety days following the date of disability.

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	Retirement	Unvested stock options continue to vest in accordance with the terms of the option.	Stock options expire on the earlier of the scheduled expiry date of the option and ninety days following the date of retirement.
	Resignation	Unvested stock options as of the date of resignation automatically terminate and shall be forfeited.	Stock options expire on the earlier of the scheduled expiry date of the option and ninety days following the date of resignation.
	Termination without Cause / Constructive Dismissal (No Change in Control)	Unvested stock options continue to vest in accordance with the terms of the option provided that any unvested options that will not, in accordance with its terms, vest prior to the expiry date provided in the event of termination without cause/constructive dismissal shall automatically vest thirty days prior to such expiry date.	Stock options expire on the earlier of scheduled expiry date of the option and ninety days following the termination date.
	Change in Control	Stock options vest and become immediately exercisable upon a change in control and one of the two below circumstances occur: • the successor fails to continue or assume the obligations under the plan or fails to provide for a substitute award, or • if the stock option is continued, assumed or substituted, the participant is terminated without cause (or constructively dismissed) within two years following the change in control.	Stock options expire on earlier of the scheduled expiry date of the option and ninety days following the date of Change in Control.
	Termination with Cause	Stock options, whether vested or unvested as of the termination date, automatically terminate and shall be forfeited.	Stock options, whether vested or unvested as of the termination date, automatically terminate and shall be forfeited
2. Performance Share Units

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PSU Terms	PSU Terms	A PSU is a notional security but, unlike other equity-based incentives, vesting is contingent upon achieving certain performance criteria, thus ensuring greater alignment with the long-term interests of Shareholders. The terms applicable to PSUs under the LTIP (including the performance cycle, performance criteria for vesting and whether dividend equivalents will be credited to a participant’s PSU account) are determined by the Board at the time of the grant.	A PSU is a notional security but, unlike other equity-based incentives, vesting is contingent upon achieving certain performance criteria, thus ensuring greater alignment with the long-term interests of Shareholders. The terms applicable to PSUs under the LTIP (including the performance cycle, performance criteria for vesting and whether dividend equivalents will be credited to a participant’s PSU account) are determined by the Board at the time of the grant.
Credit to PSU Account		As dividends are declared, additional PSUs may be credited to PSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established therefore by (ii) the Market Price of one Common Share on such record date.
Vesting		PSUs do not vest, and cannot be paid out (settled), until the completion of the performance cycle, which shall not be earlier than one year following the date of grant or issuance of the PSU.
Settlement		At the grant date, the Board shall stipulate whether the PSUs are paid in cash, Common Shares, or a combination of both, in an amount equal to the Market Value of the notional Common Shares represented by the performance share units in the holders’account.
3. Restricted Share Units
RSU Terms		An RSU is a notional security that entitles the recipient to receive cash or Common Shares at the end of a vesting period. The terms applicable to RSUs under the LTIP (including the vesting schedule and whether dividend equivalents will be credited to a participant’s RSU account) are determined by the Board at the time of the grant.
Credit to RSU Account		As dividends are declared, additional RSUs may be credited to RSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established therefore by (ii) the Market Price of one Common Share on such record date.
Vesting		RSUs vest upon lapse of the applicable restricted period, which shall not be earlier than one year following the date of grant or issuance of the RSU.
Settlement		At the grant date, the Board shall stipulate whether the RSUs are paid in cash, Common Shares, or a combination of both, in an amount equal to the Market Value of the notional Common Shares represented by the restricted share units in the holders’account.
4. Deferred Share Units
DSU Terms		A DSU is a notional security that entitles the recipient to receive cash or Common Shares upon resignation from the Board (in the case of directors) or at the end of employment. The terms applicable to DSUs under the LTIP (including whether dividend equivalents will be credited to a participant’s DSU account) are determined by the Board at the time of the grant. Typically, DSUs have been granted (i) as a component of a director’s annual retainer, or (ii) as a component of an officer’s annual incentive grant. The deferral feature strengthens alignment with the long-term interests of Shareholders.
Credit to DSU Account		As dividends are declared, additional DSUs may be credited to DSU holders in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date established therefore by (ii) the Market Price of one Common Share on such record date.
Vesting		DSUs shall not vest earlier than one year following the date of grant or issuance.
Settlement		DSUs may only be settled after the date on which the holder ceases to be a director, officer, or employee of the Corporation. At the grant date, the Board shall stipulate whether the DSUs are paid in cash, Common Shares, or a combination of both, in an amount equal to the Market Value of the notional Common Shares represented by the deferred share units in the holders’account.
5. PSUs, RSUs and DSUs
Circumstances Involving Cessation of Entitlement to Participate	Reasons for Termination		Treatment of Awards

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	Death	Outstanding awards that were vested on or before the date of death shall be settled as of the date of death. Outstanding awards that were not vested on or before the date of death shall vest and be settled as of the date of death, pro rated to reflect (i) in the case of RSUs and DSUs, the actual period between the grant date and date of death, and (ii) in the case of PSUs, the actual period between the commencement of the performance cycle and the date of death, based on the participant’s performance for the applicable performance period(s) up to the date of death. Subject to the foregoing, any remaining awards shall in all respects terminate as of the date of death.
	Disability	In the case of RSUs and DSUs, outstanding awards as of date of disability shall vest and be settled in accordance with their terms. In the case of PSUs, outstanding PSUs as of date of disability shall vest and be settled in accordance with their terms based on the participant’s performance for the applicable performance period(s) up to the date of the disability. Subject to the foregoing, any remaining awards shall in all respects terminate as of the date of disability.
	Retirement	Outstanding awards that were vested on or before the date of retirement shall be settled as of the date of retirement. Outstanding awards that would have vested on the next vesting date following the date of retirement shall be settled as of such vesting date. Subject to the foregoing, any remaining awards shall in all respects terminate as of the date of retirement.
	Resignation	Outstanding awards that were vested on or before the date of resignation shall be settled as of the date of resignation, after which time the awards shall in all respects terminate.
	Termination without Cause / Constructive Dismissal (No Change in Control)	Outstanding awards that were vested on or before the termination date shall be settled as of the termination date. Outstanding awards that would have vested on the next vesting date following the termination date (in the case of PSUs, pro rated to reflect the actual period between the commencement of the performance cycle and the termination date, based on the participant’s performance for the applicable performance period(s) up to the termination date), shall be settled as of such vesting date. Subject to the foregoing, any remaining awards shall in all respects terminate as of the termination date.
	Change in Control	Awards vest and become immediately exercisable upon a change in control and one of the two below circumstances occur: • the successor fails to continue or assume the obligations under the plan or fails to provide for a substitute award, or • if the award is continued, assumed or substituted, the participant is terminated without cause (or constructively dismissed) within two years following the change in control.

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	Termination with Cause	Outstanding awards (whether vested or unvested) shall automatically terminate on the termination date and be forfeited.

Management recommends the approval of the LTIP. To be effective, the LTIP 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. The LTIP is also subject to approval by the TSX Venture Exchange.

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 LTIP 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 Corporation’s long-term incentive plan be and is hereby ratified, affirmed and approved until the date of the Corporation’s next annual general meeting at which shareholder approval is being sought;

2. The form of the long-term incentive plan may be amended in order to satisfy the requirements or requests of any regulatory authorities or stock exchange without requiring further approval of the shareholders of the Corporation; and

3. Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things as such director or officer may deem necessary or desirable in connection with the foregoing resolution.”

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 APPROVAL OF THE LTIP.

Approval of Grant of Awards

The significant drop in the trading price of the Common Shares on the TSX Venture Exchange has meant that the outstanding incentive stock options as currently priced no longer offer an adequate incentive to employees, directors, officers and consultants of the Corporation and its affiliates. Recognizing that award grants are a critical element of the Corporation’s compensation policy, the Board is of the view that it is in the best interests of the Corporation to grant certain incentive awards to employees, directors, officers and consultants of the Corporation and its affiliates, to be more in line with the market price of the Common Shares and in line with the new LTIP.

Subject to approval of the TSX Venture Exchange and the Shareholders by way of disinterested Shareholder approval at the Meeting, the Board expects to pass a resolution that certain of the existing stock options held by certain employees, directors, officers and consultants of the Corporation and its affiliates be cancelled. Thereafter, the Corporation will grant an aggregate of up to 2,925,000 awards under the LTIP to the persons listed below. The grant of the incentive awards is subject to Shareholder approval, and in the case of awards granted to insiders of the Corporation, disinterested Shareholder approval. If the Board approves the grant of awards prior to receipt of the requisite approval of disinterested Shareholders and the TSX Venture Exchange, such replacement awards will not be exercisable until such time as the Corporation has obtained the required Shareholder approval and/or disinterested Shareholder approval and approval by the TSX Venture Exchange.

The awards to be granted will have an exercise price no lower than the closing market trading price of the Corporation’s Common Shares on the trading day prior to any Board approval of the grant of the awards. The granted awards will vest as provided in the award agreements, subject to any accelerated vesting as permitted by the LTIP.

The following table sets forth details of the awards to be granted (the “ New Grants ”), subject to disinterested Shareholder, Board and approval by the TSX Venture Exchange:

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Name of Optionee	No. of Optioned Common Shares	No. of DSUs	No. of RSUs
Michael F. Doolan	50,000	175,000	–
	125,000
Michael D. Harris	100,000	300,000	–
	200,000
John Marino	50,000	175,000	– –
	25,000
Tony P. Busseri	50,000	– –	750,000
	700,000
Peter F. Chodos	150,000	–	500,000
	125,000
	250,000
Peter Busseri	150,000	–	350,000
Jerry Iwanski	200,000	– –	375,000
	100,000
Alex Shpurov	300,000	–	300,000

Management recommends the approval of the New Grants. To be effective, the New Grants must be approved by a majority of the Shareholders of the Corporation, and in the case of awards granted to insiders of the Corporation, disinterested Shareholder approval. For the purposes of this resolution, disinterested Shareholders means holders of Common Shares beneficially owned by employees, directors, officers and consultants of the Corporation and its affiliates that hold or will hold the incentive awards in question and their associates (as defined under the policies of the TSX Venture Exchange). Based on the present shareholdings of the employees, directors, officers and consultants of the Corporation and its affiliates that hold or will hold the incentive awards in question, and their associates, a total of up to 2,089,114 Common Shares will be excluded from voting, representing 5.3% of the issued and outstanding Common Shares as of the Record Date.

Accordingly, the Shareholders 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 New Grants.

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

“ NOW THEREFORE BE IT RESOLVED THAT:

1. The grant of incentive awards for an aggregate of up to 2,925,000 common shares of the Corporation, as set out in the management information circular dated October 21, 2022 (the “ Circular ”) relating to the Corporation’s annual and special meeting of shareholders held on November 30, 2022, be and is hereby approved;

2. The board of directors of the Corporation be and is hereby authorized in its absolute discretion to determine whether or not to proceed with the grant of certain incentive awards contemplated by the above resolution in whole or in part without further ratification or approval of the Corporation’s shareholders; and

3. Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things as such director or officer may deem necessary or desirable in connection with the foregoing resolution.”

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 APPROVAL OF THE NEW GRANTS.

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Approval of Debt Settlement

The Corporation currently has outstanding compensation fees of US$31,592 owed to Tony P. Busseri per his employment agreement, director fees of US$156,000 owed to Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino and Edward M. Reeder, and compensation fees of C$36,454 and US$12,041 owed to Jerry Iwanski, Peter F. Chodos and Alex Shpurov.

Tony P. Busseri, Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino Edward M. Reeder, Jerry Iwanski, Peter F. Chodos and Alex Shpurov. have agreed to settle the debt owed to them by the Corporation through the issuance of up to 2,787,693 Common Shares (the “ Debt Settlement ”) in lieu of the Corporation paying cash compensation, as more particularly described in the press releases of the Corporation dated September 19, 2022 and October 17, 2022. The shares issued to Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino and Edward M. Reeder, were issued at a deemed price of C$0.115 per Common Share and the shares issued to Jerry Iwanski, Peter F. Chodos and Alex Shpurov were issued at a deemed price of $0.085 per Common Share. This Debt Settlement is subject to approval by the TSX Venture Exchange and disinterested Shareholder approval.

The Corporation entered into a debt settlement agreement with Tony P. Busseri dated September 16, 2022, with each of Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino and Edward M. Reeder dated September 19, 2022 and with Jerry Iwanski, Peter F. Chodos (through Chodos Capital Group Inc.) and Alex Shpurov (through Artifirm Inc.) dated October 17, 2022.

The closing of the Debt Settlement is conditional upon receipt of approval from the TSX Venture Exchange and fulfilling the terms and conditions of the debt settlement agreements which is standard for transactions of this nature. The Corporation is of the opinion that approving the Debt Settlement is in the best interests of the Corporation. The Debt Settlement will significantly reduce the outstanding liabilities of the Corporation.

All securities issued pursuant to the Debt Settlement are subject to a statutory four month hold period. The issuance of the Common Shares in connection with the Debt Settlement constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions (“MI 61101”). The Corporation intends to rely on the exemption from the valuation requirements of MI 61-101 contained in section 5.5(a) of MI 61-101 as neither the fair market value of the Common Shares to be issued nor the debt exceeds 25% of the Corporation's market capitalization.

Management recommends the approval of the Debt Settlement. To be effective, the Debt Settlement must be approved by a majority of the disinterested Shareholders. For the purposes of this resolution, disinterested Shareholders means all Shareholders other than Tony P. Busseri, Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino, Edward M. Reeder, Jerry Iwanski, Peter F. Chodos and Alex Shpurov. As of the date of this Circular, a total of 2,402,594 Common Shares will be excluded from voting on the Debt Settlement resolution, representing 6.1% of the issued and outstanding Common Shares as of the Record Date.

Accordingly, the disinterested 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 Debt Settlement.

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

“ NOW THEREFORE BE IT RESOLVED THAT:

1. The Debt Settlement is hereby approved and the Corporation is authorized to issue up to 2,787,693 common shares of the Corporation , as more particularly described in the Circular, to settle the Debt Settlement; and

2. Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things as such director or officer may deem necessary or desirable in connection with the foregoing resolution.”

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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 APPROVAL OF THE DEBT SETTLEMENT.

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 “C”.

Composition of the Audit Committee

The Audit Committee is currently comprised of 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 their 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, 1[st] 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.

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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 Ended December 31(2)	Audit Fees(1)	Audit-Related Fees	Tax Fees	All Other Fees
2021	$225,000	Nil	Nil	Nil
2020(2)	$135,000	Nil	Nil	Nil

Notes:

(1) Exclusive of HST.

(2) The 2021 and 2020 year-end audits were performed by Grant Thornton 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

As at the date hereof, the Board is 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.

Five of the current directors are standing for re-election, namely Tony P. Busseri, Peter F. Chodos, Michael F. Doolan, Michael D. Harris and John Marino. Tony P. Busseri, as the CEO of the Corporation, and Peter F. Chodos, as the Executive Vice President and CFO of the Corporation, are not Independent (as that term is defined in Section 1.2 of NI 58-101),

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Directorships

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

Director	Reporting Issuer	Exchange
Tony P. Busseri	None	N/A
Peter F. Chodos	None	N/A
Michael F.Doolan	Fredonia MiningInc.	TSXV
Michael D. Harris	Hampton Financial Corporation Voxtur Analytics Corp.	TSXV TSXV
John Marino	None	N/A

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 behavior, 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 Compensation Committee is currently comprised of 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 their 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.

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,

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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.

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 TSX Venture Exchange 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 TSX Venture Exchange 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, 2021, the Corporation obtained the approval of the TSX Venture Exchange to renew its 2020 normal course issuer bid (the “ 2021 NCIB ”) for its Common Shares. Pursuant to the 2021 NCIB, the Corporation received approval to acquire up to 1,958,473 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 2021 NCIB commenced on September 28, 2021 and terminated on September 27, 2022. Purchases made pursuant to the 2021 NCIB were made by Canaccord Genuity Corp. on behalf of the Corporation.

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 21[st] day of October, 2022.

“Michael D. Harris”

Michael D. Harris Chairman

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SCHEDULE “A” ROUTE1 INC.

LONG-TERM INCENTIVE PLAN

A-1

ROUTE 1 INC.

LONG-TERM INCENTIVE PLAN

1. PURPOSE

The purpose of the Plan is to attract, retain and motivate persons of training, experience and leadership as directors, officers, employees and consultants of the Corporation (as such term is defined below) and its subsidiaries and affiliates, to advance the long-term interests of the Corporation by providing such persons with the opportunity and incentive, through equity-based compensation, to acquire an ownership interest in the Corporation, and to promote a greater alignment of interests between such persons and shareholders of the Corporation.

2. DEFINITIONS AND INTERPRETATION

• 2.1 Definitions . For purposes of the Plan, the following words and terms shall have the following meanings:

“ Addendum ” means the addendum for U.S. Taxpayers (as defined in the Addendum) attached hereto as Addendum A – Special Provisions Applicable to U.S. Taxpayers and forming part of the Plan only in respect of U.S. Taxpayers;

“ affiliate ” means an “affiliated company” determined in accordance with the Securities Act (Ontario) and includes those entities that are similarly related, whether or not any of the entities are corporations, companies, partnerships, limited partnerships, trusts, income trusts or investment trusts or any other organized entity issuing securities, it also means, with respect to any Person, any other Person directly or indirectly controlling, controlled or under common control with such Persons;

“ associate ” means an “ associate ” determined in accordance with the Securities Act (Ontario);

“ Award ” means an Option, Performance Share Unit, Restricted Share Unit and/or Deferred Share Unit granted under the Plan (as applicable);

“ Award Agreement ” means an Option Award Agreement, a PSU Award Agreement, an RSU Award Agreement and/or a DSU Award Agreement (as applicable);

“ Blackout Period ” means an interval of time during which (a) trading in securities of the Corporation is restricted in accordance with the policies of the Corporation; or (b) the Corporation has otherwise determined that one or more Participants may not trade in securities of the Corporation because they may be in possession of undisclosed material information (as defined under applicable securities laws);

“ Board ” means the board of directors of the Corporation or, if established and duly authorized to act, a committee of the board of directors of the Corporation;

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“ Business Day ” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario, Canada;

“ Canadian Taxpayer ” means a Participant (other than a consultant) liable to pay income taxes in Canada as a result of the receipt of an Award or the settlement thereof;

“ Cashless Exercise ” has the meaning ascribed thereto in Section 5.4(b);

“ Change in Control ” means the occurrence of any one or more of the following events:

• (a) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its subsidiaries and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the votes attached to all of the outstanding voting securities of the successor corporation or entity after completion of the transaction;

• (b) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

• (c) any person, entity or group of persons or entities acting jointly or in concert (the “ Acquiror ”) acquires, or acquires control (including the power to vote or direct the voting) of, voting securities of the Corporation which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Corporation’s outstanding voting securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);

• (d) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation;

• (e) as a result of or in connection with the contested election of directors where the nominees named in the most recent management information circular of the Corporation for election to the Board of Directors of the Corporation shall not constitute a majority of the directors; or

• (f) the Board adopts a resolution to the effect that a transaction or series of transactions involving the Corporation or any of its affiliates that has occurred or is imminent is a Change in Control,

and for purposes of the foregoing, “ voting securities ” means the Shares and any other shares entitled to vote for the election of directors, and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but which are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities;

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“ consultant ” means a person, other than a director, officer or employee of the Corporation or of any subsidiary of the Corporation, that:

• (a) is engaged to provide bona fide services to the Corporation or subsidiary, other than services provided in relation to a distribution of securities;

• (b) provides the services under a written contract with the Corporation or subsidiary;

• (c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or any of its subsidiaries; and

and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner, and, for greater certainty, includes consultants who provide outsourced or contract labour to the Corporation or a subsidiary, and employees of such consultants;

“ Corporation ” means Route1 Inc., a corporation existing under the laws of Ontario;

“ Deferred Annual Amount ” has the meaning ascribed thereto in Section 8.1(b);

“ Deferred Share Unit ” means a deferred share unit granted in accordance with Section 8.1, the value of which on any particular date shall be equal to the Market Price of one Share, and that represents the right to receive cash and/or Shares equal to the Market Price of one Share on settlement of the Deferred Share Unit;

“ Disability ” means a medical condition that would qualify a Participant for benefits under a long-term disability plan of the Corporation or a subsidiary of the Corporation;

“ Dividend Equivalents ” means the right, if any, granted under Section 15, to receive payments in cash or in Shares, based on dividends declared on Shares;

“ DSU Account ” has the meaning ascribed thereto in Section 8.3;

“ DSU Award Agreement ” means a written confirmation agreement, substantially in the form of Schedule E – DSU Award Agreement , setting out the terms and conditions relating to a Deferred Share Unit and entered into in accordance with Section 8.2;

“ DSU Separation Date ” means, with respect to Deferred Share Units granted to a Participant, the date on which the Participant ceases to be a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation for any reason, without regard to any agreed or otherwise binding severance or notice period (whether express, implied, contractual, statutory or at common law);

“ Effective Date ” means, subject to acceptance by the TSXV, the date on which the Plan is approved by shareholders of the Corporation.

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“ Eligible Person ” means any director, officer, employee or consultant of the Corporation or any corporations that are wholly-owned by any of the foregoing, or consultant companies of the Corporation or any subsidiary of the Corporation who is eligible to receive Awards under the Plan;

“ Grant Date ” means the date on which an Award is made to an Eligible Person in accordance with the provisions hereof;

“ Insider ” means an “ insider ” determined in accordance with the policies of the TSXV, as such definition may be amended, supplement or replaced from time to time;

“ Investor Relations Service Provider ” has the meaning ascribed to it pursuant to TSX Venture Exchange Policy 4.4 – Security Based Compensation , as amended from time to time;

“ Management Company Employee ” has the meaning ascribed to it pursuant to TSX Venture Exchange Policy 4.4 – Security Based Compensation , as amended from time to time;

“ Market Price ” has the meaning ascribed to it pursuant to TSX Venture Exchange Policy 1.1 – Interpretation , as amended from time to time;

“ Option ” means an option to purchase Shares granted under Section 5.1;

“ Option Award Agreement ” means a written award agreement, substantially in the form of Schedule A – Option Award Agreement setting out the terms and conditions relating to an Option and entered into in accordance with Section 5.2;

“ Option Price ” has the meaning ascribed thereto in Section 5.2(a);

“ Original Plan ” has the meaning ascribed thereto in Section 4.1;

“ Participant ” means an Eligible Person selected by the Board to participate in the Plan in accordance with the Plan, or his or her Personal Representatives, as the context requires;

“ Performance Share Unit ” means a performance share unit granted in accordance with Section 6.1, the value of which on any particular date shall be equal to the Market Price of one Share, and that represents the right to receive cash and/or Shares equal to the Market Price of one Share on settlement of the Performance Share Unit;

“ Person ” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“ Personal Representative ” means:

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• (a) in the case of a Participant who, for any reason, is incapable of managing its affairs, the Person entitled by law to act on behalf of such Participant; and

• (b) in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so;

“ Plan ” means this Long-Term Incentive Plan of the Corporation, as amended or amended and restated from time to time;

“ PSU Account ” has the meaning ascribed thereto in Section 6.3;

“ PSU Award Agreement ” means a written confirmation agreement, substantially in the form of Schedule B – PSU Award Agreement , setting out the terms and conditions relating to a Performance Share Unit and entered into in accordance with Section 6.2;

“ PSU Vesting Date ” means, with respect to Performance Share Units granted to a Participant, the date determined in accordance with Section 6.4, which date, for Canadian Taxpayers, shall not be later than the date referred to in Section 6.2(b);

“ Restricted Share Unit ” means a restricted share unit granted in accordance with Section 7.1, the value of which on any particular date shall be equal to the Market Price of one Share, and that represents the right to receive cash and/or Shares equal to the Market Price of one Share on settlement of the Restricted Share Unit;

“ Retirement ” means:

• (a) in the case of a director or an employee of the Corporation or any subsidiary of the Corporation, retirement as determined in accordance with the retirement policy of the Corporation or subsidiary, as such policy may exist from time to time; and

• (b) in the case of a consultant, the completion of the term of the consultant’s Service Agreement in accordance with its terms (for greater certainty, without being renewed);

“ RSU Account ” has the meaning ascribed thereto in Section 7.3;

“ RSU Award Agreement ” means a written confirmation agreement, substantially in the form of Schedule C – RSU Award Agreement , setting out the terms and conditions relating to a Restricted Share Unit and entered into in accordance with Section 7.2;

“ RSU Vesting Date ” means, with respect to Restricted Share Units granted to a Participant, the date determined in accordance with Section 7.4, which date, for Canadian Taxpayers, shall not be later than the date referred to in Section 7.2(b);

“ Security-Based Compensation " has the meaning ascribed to it pursuant to TSX Venture Exchange Policy 1.1 – Interpretation , as amended from time to time;

“ Security-Based Compensation Arrangement ” means:

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• (a) stock option plans for the benefit of employees, insiders, service providers, or any one of such groups;

• (b) individual stock options granted to employees, service providers, or insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders;

• (c) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;

• (d) stock appreciation rights involving issuances of securities from treasury;

• (e) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation;

• (f) security purchases from treasury by an employee, insider, or service provider which is financially assisted by the Corporation by any means whatsoever; and

• (g) for the avoidance of doubt, “Security-Based Compensation Arrangements” shall expressly include the Plan;

“ Service Agreement ” means any written agreement between a Participant and the Corporation or a subsidiary of the Corporation (as applicable), in connection with that Participant’s employment, service or engagement as a director, officer, employee or consultant or the termination of such employment, service or engagement, as amended, replaced or restated from time to time;

“ Shares ” mean common shares of the Corporation;

“ subsidiary ” means a “ subsidiary ” determined in accordance with National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators ;

“ Substitute Award ” means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Corporation or a subsidiary or with which the Corporation or an affiliate combines;

“ Termination Date ” means the date on which the Participant ceases to be actively employed by, ceases to actively perform services to, or ceases to be actively engaged by the Corporation and/or any subsidiary of the Corporation (and not, for greater certainty, the date that is the end of any agreed or otherwise binding severance or notice period (whether express, implied, contractual, statutory or at common law)), without regard to whether the Participant continues thereafter to receive any compensatory payments or other amounts from the Corporation or any subsidiary of the Corporation;

“ TSXV ” means the TSX Venture Exchange;

“ United States means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia; and

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• “ U.S. Securities Act ” means the U.S. Securities Act of 1933, as amended.

• 2.2 Headings . The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

• 2.3 Context; Construction . Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

• 2.4 Statutes . Any reference to a statute, regulation, rule, instrument, or policy statement shall refer to such statute, regulation, rule, instrument, or policy statement as the same may be amended, replaced, or re-enacted from time to time.

• 2.5 Canadian Funds . Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada. Any amounts paid on exercise or in settlement of an Award shall be paid in Canadian dollars.

• 2.6 Addendum. The following addendum is attached to, form part of, and shall be deemed to be incorporated in, the Plan:

Schedule	Title
Addendum A	Special Provisions Applicable to U.S. Taxpayers

• 2.7 Schedules . The following schedules are attached to, form part of, and shall be deemed to be incorporated in, the Plan:

Schedule	Title
A	Option Award Agreement (including Appendix 1 - Notice of Exercise of Option)
B	PSU Award Agreement (including Appendix 1 - Notice of Settlement of Performance Share Units)
C	RSU Award Agreement (including Appendix 1 - Notice of Settlement of Performance Share Units)
D	Deferred Share Unit Election Notice
E	DSU Award Agreement (including Appendix 1 - Notice of Settlement of Deferred Share Units)

3. ADMINISTRATION OF THE PLAN

3.1 The Plan shall be administered by the Board.

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• 3.2 The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan:

• (a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan and to amend or revoke such policies, rules and regulations;

• (b) to interpret and construe the Plan and to determine all questions arising out of the Plan and any Award awarded pursuant to the Plan, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

• (c) to determine the time or times when Awards will be awarded, subject to the requirements of applicable securities laws and regulatory requirements;

• (d) to recommend to the Board which Eligible Persons should be granted Awards, subject to the approval of the Board;

• (e) to recommend to the Board the number of Awards to be awarded to be awarded to Eligible Persons, subject to the approval of the Board;

• (f) to determine the term of Awards and the vesting criteria applicable to Awards (including performance vesting, if applicable);

• (g) to determine if Shares which are subject to an Award will be subject to any restrictions upon the exercise or vesting of such Award;

• (h) to prescribe the form of the instruments relating to the grant, exercise and other terms of Awards including the form of Option Award Agreements, PSU Award Agreements, RSU Award Agreements, DSU Award Agreements and all ancillary documents and instruments related to the Plan and Awards;

• (i) subject to Section 14, to make all other determinations under, and such interpretations of, and to take all such other steps and actions in connection with the proper administration of the Plan as it, in its sole discretion, may deem necessary or advisable; and

• (j) to require that any participant to the Plan provide certain representations, warranties, and certifications to the Corporation to satisfy the requirements of applicable securities laws, including, without limitation, exemptions or exclusions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Board’s guidelines, rules, regulation, interpretations and determinations shall be conclusive and binding upon the Corporation and all other Persons.

• 3.3 Delegation . The Board may delegate to any director, officer or employee of the Corporation, including but not limited to a committee of the Board, such of the Board’s duties and powers relating to the Plan as the Board may see fit, subject to applicable law.

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• 3.4 Use of Administrative Agent . The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer Awards granted under the Plan and to act as trustee to hold and administer the Plan and the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion.

• 3.5 Limitation of Liability and Indemnification . No member of the Board or a committee of the Board will be liable for any action or determination taken or made in good faith with respect to the Plan or any Awards granted thereunder and each such member shall be entitled to indemnification by the Corporation with respect to any such action or determination in the manner provided for by the Board or a committee of the Board.

4. SHARES SUBJECT TO THE PLAN AND PARTICIPATION LIMITS

• 4.1 Shares Subject to Awards . Subject to adjustment under the provisions of Section 10, the aggregate number of Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all Options granted under this Plan (together with any other securities-based compensation arrangements of the Corporation in effect from time to time, which for this purpose includes outstanding options under the Corporation’s former stock option plan (the “ Original Plan ”), shall not exceed 10% of the issued and outstanding Shares at the time of the granting of the Award (on a non-diluted basis). The Option component of the Plan is an evergreen “rolling” plan. Accordingly, if the Corporation issues additional Shares in the future, the number of Shares issuable under the Plan for Options will be increased accordingly.

Subject to adjustment under the provisions of Section 10, the aggregate number of Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all Awards other than Options granted under this Plan shall not exceed the number of shares equal to 3,970,946. The non-Option component of the Plan is a “fixed” plan.

• 4.2 Shares Available for Future Grants . Any Shares subject to an Award which for any reason expires without having been exercised or is forfeited or terminated shall again be available for future Awards under the Plan and any Shares subject to an Award that is settled in cash and not Shares shall again be available for future Awards under the Plan. The full number of Shares with respect to which an Option is granted shall count against the aggregate number of Shares available for grant under the Option component of the Plan. Accordingly, if in accordance with the terms of the Plan, a Participant pays the Option Price by either tendering previously owned Shares or having the Corporation withhold Shares, then such Shares surrendered to pay the Option Price shall continue to count against the aggregate number of Shares available for grant under the Option component of the Plan. In addition, if in accordance with the terms of the Plan, a Participant satisfies any tax withholding requirement with respect to any taxable event arising as a result of this Plan by either tendering previously owned Shares or having the Corporation withhold shares, then such Shares surrendered to satisfy such tax withholding requirements shall continue to count against the aggregate number of Shares available for grant under the Plan.

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• 4.3 Participation Limits . The Plan, when combined with all of the Corporation’s other previously established Security-Based Compensation Arrangements, shall not result at any time in:

• (a) a number of Shares reserved for issuance exceeding 20% of the issued and outstanding Shares;

• (b) a number of Shares issued to Insiders (as a group) within a one-year period exceeding 10% of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to any Insider, unless disinterested shareholder approval is obtained pursuant to the rules of the TSXV;

• (c) a number of Shares issuable to Insiders (as a group) at any time exceeding 10% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained pursuant to the rules of the TSXV;

• (d) a number of Shares issued to any one Participant within a one-year period exceeding 5% of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the Participant, unless disinterested shareholder approval is obtained pursuant to the rules of the TSXV;

• (e) a number of Shares issued to any one consultant within a one-year period exceeding 2% of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the consultant;

• (f) the issuance of Awards, other than Options, to an Investor Relations Service Provider;

• (g) options granted to an Investor Relations Service Provider vesting in stages other than over a period of 12 months where:

  • (i) no more than ¼ of the Shares subject to the Option vest no sooner than three months after the Date of Grant;

  • (ii) no more than another ¼ of the Shares subject to the Option vest no sooner than six months after the Date of Grant;

  • (iii) no more than another ¼ of the Shares subject to the Option vest no sooner than nine months after the Date of Grant; and

  • (iv) the remainder of the Shares subject to the Option vest no sooner than 12 months after the Date of Grant;

• (h) a number of Shares issued to Investor Relations Service Providers (as a group) within a one-year period exceeding 2% of the issued and outstanding Shares, calculated as at the date any Option is granted or issued to the Investor Relations Service Provider; or

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• (i) the reduction in the exercise price of an Option or the extension of the term of an Option for Participant who is an Insider, unless disinterested shareholder approval is obtained pursuant to the rules of the TSXV.

• 4.4 Fractional Shares . No fractional Shares shall be issued upon the exercise of Options or the settlement of Performance Share Units, Restricted Share Units or Deferred Share Units in Shares, and the Board may determine the manner in which fractional share value shall be treated.

5. OPTIONS

• 5.1 Grant . Options may be granted to Eligible Persons at such time or times as shall be determined by the Board by resolution. The Grant Date of an Option for purposes of the Plan will be the date on which the Option is awarded by the Board, or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

• 5.2 Terms and Conditions of Options . Options shall be evidenced by an Option Award Agreement, which shall specify such terms and conditions, not inconsistent with the Plan, as the Board shall determine, including:

• (a) the number of Shares to which the Options to be awarded to the Participant pertain; (b) the exercise price per Share subject to each Option (the “ Option Price ”), which shall in no event be lower than the Market Price on the Grant Date;

• (c) the Option’s scheduled expiry date, which shall not exceed five (5) years from the Grant Date (provided that if no specific determination as to the scheduled expiry date is made by the Board, the scheduled expiry date shall be five years from the Grant Date); and

• (d) such other terms and conditions, not inconsistent with the Plan, as the Board shall determine, including customary representations, warranties and covenants with respect to securities law matters.

For greater certainty, each Option Award Agreement may contain terms and conditions in addition to those set forth in the Plan and, if applicable, the Addendum.

• 5.3 Vesting . Subject to Section 13 and the applicable rules of any stock exchange on which the Shares are listed for trading, unless otherwise determined by the Board in accordance with the provisions hereof, or unless otherwise specified in the Participant’s Service Agreement or Option Award Agreement, each Option shall vest as follows: (a) 30% of the number of Shares granted by such Option shall vest on each of the first two anniversaries of the Grant Date of such Option and (b) 40% of the number of Shares granted by such Option shall vest on the third anniversary of the Grant Date of such Option. The Corporation intends to settle the awards by way of issuing shares.

• 5.4 Exercise of Option . Options may be exercised only to the extent vested. Options may be exercised by the Participant by delivering to the Corporation a notice of exercise,

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substantially in the form attached as Appendix 1 - Notice of Exercise of Option attached to the Option Award Agreement (or such other form as the Board may determine), specifying the number of Shares with respect to which the Option is being exercised. Payment of the Option Price may be made by one or more of the following methods (or any combination thereof) to the extent provided in the Option Award Agreement:

• (a) in cash, by certified cheque made payable to the Corporation, by wire transfer of immediately available funds, or other form of payment acceptable to the Board; or

• (b) at the sole discretion of the Corporation and subject to the Corporation having established a program or procedure pursuant to this section 5.4(b), a Participant may elect to exercise its Options on a cashless basis (a “ Cashless Exercise ”). A “Cashless Exercise” means an exercise of an Option where the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Participant to purchase the Shares underlying the Option and then the brokerage firm sells a sufficient number of Shares to cover the exercise price of the Option in order to repay the loan made to the Participant and receives an equivalent number of Shares from the exercise of the Options as were sold to cover the loan and the Participant then receives the balance of the Shares or the cash proceeds from the balance of the Shares. Pursuant to a Cashless Exercise, a Participant shall deliver a properly executed notice of exercise together with irrevocable instructions to a broker providing for assignment to the Corporation of the proceeds of a sale or loan with respect to some or all of the Shares being acquired upon the exercise of the Option. The Corporation reserves the right, in the Corporation's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Corporation notwithstanding that such program or procedures may be available to other Participants.

No certificates for Shares so purchased will be issued to the Participant until the Participant and the Corporation have each completed all steps required by law to be taken in connection with the issuance and sale of the Shares, including receipt from the Participant of payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates representing the Shares to be purchased pursuant to the exercise of an Option will be contingent upon receipt from the Participant by the Corporation of the full purchase price for such Shares, full payment of any applicable withholding tax, and the fulfillment of any other requirements contained in the Option Award Agreement or applicable provisions of laws.

• 5.5 Compliance with Securities Laws . As a condition to an Eligible Person’s right to purchase shares pursuant to the due exercise of an Option, the Corporation may, in its discretion, require that such other steps, if any, as counsel for the Corporation shall consider necessary to comply with any law applicable to the issue of such Shares by the Corporation, be taken by the Corporation, the Eligible Person, or both.

• 5.6 Termination of Option Due to Termination of Employment, Service or Engagement . Subject to the applicable rules of any stock exchange on which the Shares are listed for

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trading, unless otherwise determined by the Board, or unless otherwise provided in the Participant’s Service Agreement or Option Award Agreement, if a Participant’s employment, service or engagement terminates in any of the following circumstances, subject to Section 13, Options shall be treated in the manner set forth below:

Reason for Termination	Vesting	Expiry of Option
Death	Unvested Options automatically vest as of the date of death.	Options expire on the earlier of the scheduled expiry date of the Option and one year following the date of death.
Disability	Unvested Options continue to vest in accordance with the terms of the Option.	Options expire on the earlier of the scheduled expiry date of the Option and 90 days following the date of disability. Options granted to Investor Relations Service Providers expire on the earlier of the scheduled expiry date of the Option and 30 days following the date of disability.
Retirement	Unvested Options continue to vest in accordance with the terms of the Option.	Options expire on the earlier of the scheduled expiry date of the Option and 90 days following the date of retirement. Options granted to Investor Relations Service Providers expire on the earlier of the scheduled expiry date of the Option and 30 days following the date of retirement.
Resignation	Unvested Options as of the date of resignation automatically terminate and shall be forfeited.	Options expire on the earlier of the scheduled expiry date of the Option and 90 days following the date of resignation. Options granted to Investor Relations Service Providers expire on the

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Reason for Termination	Vesting	Expiry of Option
		earlier of the scheduled expiry date of the Option and 30 days following the date of resignation.
Termination without Cause/Constructive Dismissal - No Change in Control Involved	Unvested Options continue to vest in accordance with the terms of the Option, provided that any unvested Options that will not, in accordance with the term of the Option, vest prior to the expiry date provided in this Section 5.6 shall automatically vest thirty days prior to such expiry date.	Options expire on the earlier of scheduled expiry date of the Option and 90 days following the Termination Date. Options granted to Investor Relations Service Providers expire on the earlier of the scheduled expiry date of the Option and 30 days following the Termination Date.
Change in Control	Options shall vest in accordance with Section 13.	Options expire on the earlier of the scheduled expiry date of the Option and 90 days following the date of Change in Control. Options granted to Investor Relations Service Providers expire on the earlier of the scheduled expiry date of the Option and 30 days following the date of Change in Control.
Termination with Cause	Options, whether vested or unvested as of the Termination Date, automatically terminate and shall be forfeited.	Options, whether vested or unvested as of the Termination Date, automatically terminate and shall be forfeited.

6. PERFORMANCE SHARE UNITS

6.1 Grant . Performance Share Units may be granted to Eligible Persons at such time or times as shall be determined by the Board by resolution, pursuant to recommendations of the Board from time to time. The Grant Date of a Performance Share Unit for purposes of the Plan will be the date on which the Performance Share Unit is awarded by the Board, or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

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• 6.2 Terms and Conditions of Performance Share Units . Performance Share Units shall be evidenced by a PSU Award Agreement, which shall specify such terms and conditions, not inconsistent with the Plan, as the Board shall determine, including:

• (a) the number of Performance Share Units to be awarded to the Participant;

• (b) the performance cycle applicable to each Performance Share Unit, which shall be the period of time between the Grant Date and the date on which the performance criteria specified in Section 6.2(c) must be satisfied before the Performance Share Unit is fully vested and may be settled by the Participant, before being subject to forfeiture or termination; however, the performance cycle for Canadian Taxpayers shall in no case end later than December 31 of the calendar year which is three years after the calendar year in which the Grant Date occurs;

• (c) the performance criteria, which may include criteria based on the Participant’s personal performance and/or the performance of the Corporation and/or its subsidiaries, that shall be used to determine the vesting of the Performance Share Units;

• (d) whether and to what extent Dividend Equivalents will be credited to a Participant’s PSU Account in accordance with Section 15; and

• (e) such other terms and conditions, not inconsistent with the Plan, as the Board shall determine, including customary representations, warranties and covenants with respect to securities law matters.

For greater certainty, each PSU Award Agreement may contain terms and conditions in addition to those set forth in the Plan and, if applicable, the Addendum. No Shares will be issued on the Grant Date and the Corporation shall not be required to set aside a fund for the payment of any such Awards.

• 6.3 PSU Accounts . A separate notional account shall be maintained for each Participant with respect to Performance Share Units granted to such Participant (a “ PSU Account ”) in accordance with Section 16.3. Performance Share Units awarded to the Participant from time to time pursuant to Section 6.1 shall be credited to the Participant’s PSU Account and shall vest in accordance with Section 6.4. On the vesting of the Performance Share Units pursuant to Section 6.4 and the corresponding issuance of cash and/or Shares to the Participant pursuant to Section 6.5, or on the forfeiture or termination of the Performance Share Units pursuant to the terms of the Award, the Performance Share Units credited to the Participant’s PSU Account will be cancelled.

• 6.4 Vesting . Subject to Section 13, unless otherwise determined by the Board in accordance with the provisions hereof, or unless otherwise specified in the Participant’s Service Agreement or PSU Award Agreement, each Performance Share Unit shall vest and shall be settled as at the date that is the end of the performance cycle (which shall be the “ PSU Vesting Date ”), which shall not be earlier than one year following the date of grant or issuance of the Performance Share Unit, subject to any performance criteria having been satisfied.

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6.5 Settlement .

• (a) The Performance Share Units may be settled by delivery by the Participant to the Corporation of a notice of settlement, substantially in the form attached as Appendix 1 - Notice of Settlement of Performance Share Units attached to the PSU Award Agreement, acknowledged by the Corporation. On settlement, the Corporation shall, for each vested Performance Share Unit being settled, deliver to the Participant a cash payment equal to the Market Price of one Share as of the PSU Vesting Date, one Share, or any combination of cash and Shares equal to the Market Price of one Share as of the PSU Vesting Date, in the sole discretion of the Board.[1] No certificates for Shares issued in settlement will be issued to the Participant until the Participant and the Corporation have each completed all steps required by law to be taken in connection with the issuance of the Shares, including receipt from the Participant of payment or provision for all withholding taxes due as a result of the settlement of the Performance Share Units. The delivery of certificates representing the Shares to be issued in settlement of Performance Share Units will be contingent upon the fulfillment of any requirements contained in the PSU Award Agreement or applicable provisions of laws.

• (b) For greater certainty, for Canadian Taxpayers, in no event shall such settlement be later than the period of time specified in Section 6.2(b).

• 6.6 Termination of Performance Share Unit Due to Termination of Employment, Service or Engagement . Unless otherwise determined by the Board, or unless otherwise provided in the Participant’s Service Agreement or PSU Award Agreement, if a Participant’s employment, service or engagement terminates in any of the following circumstances, Performance Share Units shall be treated in the manner set forth below subject to TSXV requirements that Performance Share Units must expire within a period not exceeding 12 months following the ceasing of the Participant’s eligibility under the Plan and in the event of the death of the Participant subject to the requirements specified in Section 9:

Reason for Termination

Treatment of Performance Share Units

Death

Outstanding Performance Share Units that were vested on or before the date of death shall be settled in accordance with Section 6.5 as of the date of death. Outstanding Performance Share Units that were not vested on or before the date of death shall vest and be settled in accordance with Section 6.5 as of the date of death, prorated to reflect the actual period between the commencement of the performance cycle and the date of death, based on the Participant’s performance for the applicable performance period(s) uptothe date ofdeath. Subject totheforegoing,anyremaining

1 For Participants who are U.S. Taxpayers, settlements shall take place in accordance with such further limitations as may be prescribed by the Addendum.

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Reason for Termination	Treatment of Performance Share Units
	Performance Share Units shall in all respects terminate as of the date of death.
Retirement	Outstanding Performance Share Units that were vested on or before the date of Retirement shall be settled in accordance with Section 6.5 as of the date of Retirement. Outstanding Performance Share Units that would have vested on the next PSU Vesting Date following the date of Retirement shall be settled in accordance with Section 6.5 as of such PSU Vesting Date. Subject to the foregoing, any remaining Performance Share Units shall in all respects terminate as of the date of Retirement.
Disability	Outstanding Performance Share Units as of the date of Disability shall continue to vest and be settled in accordance with Section 6.5 in accordance to their terms, based on the Participant’s performance for the applicable performance period(s) up to the date of Disability. Subject to the foregoing, any remaining Performance Share Units shall in all respects terminate as of the date of Disability.
Resignation	Outstanding Performance Share Units that were vested on or before the date of resignation shall be settled in accordance with Section 6.5 as of the date of resignation, after which time the Performance Share Units shall in all respects terminate.
Termination without Cause/Wrongful Dismissal - No Change in Control Involved	Outstanding Performance Share Units that were vested on or before the Termination Date shall be settled in accordance with Section 6.5 as of the Termination Date. Outstanding Performance Share Units that would have vested on the next PSU Vesting Date following the Termination Date, prorated to reflect the actual period between the commencement of the performance cycle and the Termination Date, based on the Participant’s performance for the applicable performance period(s) up to the Termination Date, shall be settled in accordance with Section 6.5 as of such PSU Vesting Date. Subject to the foregoing, any remaining Performance Share Units shall in all respects terminate as of the Termination Date.
Change in Control	Performance Share Units vest in accordance with Section 13.
Termination of the Participant for Just Cause	Outstanding Performance Share Units (whether vested or unvested) shall automatically terminate on the Termination Date and be forfeited.

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7. RESTRICTED SHARE UNITS

• 7.1 Grant . Restricted Share Units may be granted to Eligible Persons at such time or times as shall be determined by the Board by resolution, pursuant to recommendations of the Board from time to time. The Grant Date of a Restricted Share Unit for purposes of the Plan will be the date on which the Restricted Share Unit is awarded by the Board, or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

• 7.2 Terms and Conditions of Restricted Share Units . Restricted Share Units shall be evidenced by an RSU Award Agreement, which shall specify such terms and conditions, not inconsistent with the Plan, as the Board shall determine, including:

• (a) the number of Restricted Share Units to be awarded to the Participant;

• (b) the period of time between the Grant Date and the date on which the Restricted Share Unit is fully vested and may be settled by the Participant, before being subject to forfeiture or termination, which period of time, for Canadian Taxpayers, shall in no case be later than December 31 of the calendar year which is three years after the calendar year in which the Grant Date occurs and taking into account the year referred to in Section 7.2(d);

• (c) whether and to what extent Dividend Equivalents will be credited to a Participant’s RSU Account in accordance with Section 15;

• (d) in the case of a Canadian Taxpayer, in respect of each Restricted Share Unit that may be awarded under the RSU Award Agreement, the year in which the services to which the Restricted Share Unit relates were rendered; and

• (e) such other terms and conditions, not inconsistent with the Plan, as the Board shall determine, including customary representations, warranties and covenants with respect to securities law matters.

For greater certainty, each RSU Award Agreement may contain terms and conditions in addition to those set forth in the Plan and, if applicable, the Addendum. No Shares will be issued on the Grant Date and the Corporation shall not be required to set aside a fund for the payment of any such Awards.

• 7.3 RSU Accounts . A separate notional account shall be maintained for each Participant with respect to Restricted Share Units granted to such Participant (an “ RSU Account ”) in accordance with Section 16.3. Restricted Share Units awarded to the Participant from time to time pursuant to Sections 7.1 shall be credited to the Participant’s RSU Account and shall vest in accordance with Section 7.4. On the vesting of the Restricted Share Units pursuant to Section 7.4 and the corresponding issuance of cash and/or Shares to the Participant pursuant to Section 7.5, or on the forfeiture or termination of the Restricted Share Units pursuant to the terms of the Award, the Restricted Share Units credited to the Participant’s RSU Account will be cancelled.

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• 7.4 Vesting . Subject to Section 13, unless otherwise determined by the Board in accordance with the provisions hereof, or unless otherwise specified in the Participant’s Service Agreement or RSU Award Agreement, each Restricted Share Unit shall vest and shall be settled when all applicable restrictions shall have lapsed (which shall be the “ RSU Vesting Date ”), which shall not be earlier than one year following the date of grant or issuance of the Restricted Share Unit.

7.5 Settlement .

• (a) The Restricted Share Units may be settled by delivery by the Participant to the Corporation of a notice of settlement, substantially in the form attached as Appendix 1 - Notice of Settlement of Restricted Share Units attached to the RSU Award Agreement, acknowledged by the Corporation. On settlement, the Corporation shall, for each vested Restricted Share Unit being settled, deliver to the Participant a cash payment equal to the Market Price of one Share as of the RSU Vesting Date, one Share, or any combination of cash and Shares equal to the Market Price of one Share as of the RSU Vesting Date, in the sole discretion of the Board. 2 No certificates for Shares issued in settlement will be issued to the Participant until the Participant and the Corporation have each completed all steps required by law to be taken in connection with the issuance of the Shares, including receipt from the Participant of payment or provision for all withholding taxes due as a result of the settlement of the Restricted Share Units. The delivery of certificates representing the Shares to be issued in settlement of Restricted Share Units will be contingent upon the fulfillment of any requirements contained in the RSU Award Agreement or applicable provisions of laws.

• (b) For greater certainty, for Canadian Taxpayers, in no event shall such settlement be later than the period of time specified in Section 7.2(b).

• 7.6 Termination of Restricted Share Unit Due to Termination of Employment, Service or Engagement . Unless otherwise determined by the Board, or unless otherwise provided in the Participant’s Service Agreement or RSU Award Agreement, if a Participant’s employment, service or engagement terminates in any of the following circumstances, Restricted Share Units shall be treated in the manner set forth below subject to TSXV requirements that Restricted Share Units must expire within a period not exceeding 12 months following the ceasing of the Participant’s eligibility under the Plan and in the event of the death of the Participant subject to the requirements specified in Section 9:

Reason for Termination	Treatment of Restricted Share Units
Death	Outstanding Restricted Share Units that were vested on or before the date of death shall be settled in accordance with Section 7.5 as of the date ofdeath. OutstandingRestricted Share Unitsthat

2 For Participants who are U.S. Taxpayers, settlements shall take place in accordance with such further limitations as may be prescribed by the Addendum.

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Reason for Termination	Treatment of Restricted Share Units
	were not vested on or before the date of death shall vest and be settled in accordance with Section 7.5 as of the date of death, prorated to reflect the actual period between the Grant Date and the date of death. Subject to the foregoing, any remaining Restricted Share Units shall in all respects terminate as of the date of death.
Retirement	Outstanding Restricted Share Units that were vested on or before the date of Retirement shall be settled in accordance with Section 7.5 as of the date of Retirement. Outstanding Restricted Share Units that would have vested on the next RSU Vesting Date following the date of Retirement shall be settled in accordance with Section 7.5 as of such RSU Vesting date. Subject to the foregoing, any remaining Restricted Share Units shall in all respects terminate as of the date of Retirement.
Disability	Outstanding Restricted Share Units as of the date of Disability shall continue to vest and be settled in accordance with Section 7.5 in accordance their terms, after which time the Restricted Share Units shall in all respects terminate.
Resignation	Outstanding Restricted Share Units that were vested on or before the date of resignation shall be settled in accordance with Section 7.5 as of the date of resignation, after which time the Restricted Share Units shall in all respects terminate.
Termination without Cause/Wrongful Dismissal - No Change in Control Involved	Outstanding Restricted Share Units that were vested on or before the Termination Date shall be settled in accordance with Section 7.5 as of the Termination Date. Outstanding Restricted Share Units that would have vested on the next RSU Vesting Date following the Termination Date shall be settled in accordance with Section 7.5 as of such RSU Vesting Date. Subject to the foregoing, any remaining Restricted Share Units shall in all respects terminate as of the Termination Date.
Change in Control	Restricted Share Units vest in accordance with Section 13.
Termination of the Participant for Just Cause	Outstanding Restricted Share Units (whether vested or unvested) shall automatically terminate on the Termination Date and be forfeited.

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8. DEFERRED SHARE UNITS

8.1 Grant .

• (a) Discretionary Deferred Share Units . Deferred Share Units may be granted to Eligible Persons at such time or times as shall be determined by the Board by resolution, pursuant to recommendations of the Board from time to time. The Grant Date of a Deferred Share Unit for purposes of the Plan will be the date on which the Deferred Share Unit is awarded by the Board, or such later date determined by the Board, subject to applicable securities laws and regulatory requirements.

• (b) Mandatory or Elective Deferred Share Units . In addition to the foregoing, on fixed dates established by the Board and subject to such terms and conditions and other procedures as the Board shall determine, pursuant to recommendations of the Board, the Board may require a Participant to defer, or may permit a Participant to elect to defer, receipt of all or a portion of the following amounts payable by the Corporation or any subsidiary of the Corporation:

• (i) Director’s Retainer - in the case of a member of the Board who is not also an officer or employee of the Corporation, an amount equal to all or a portion of his or her annual directors’ retainer payable on account of his or her services as a member of the Board (which amount shall not include committee chairperson retainers, committee members retainers, Board or committee meeting fees, or special remuneration for ad hoc services rendered to the Board); or

• (ii) Officers’ and Employees’ Annual Incentive - in the case of an officer or employee of the Corporation or any subsidiary of the Corporation (as applicable), an amount equal to all or a portion of his or her annual incentive bonus for a calendar year,

(the “ Deferred Annual Amount ”), and receive in lieu thereof an Award of Deferred Share Units equal to the greatest whole number which may be obtained by dividing (i) the amount of the Deferred Annual Amount, by (ii) the Market Price of one Share on the date of payment of such Deferred Annual Amount. For elective Deferred Share Units, the form of election shall be substantially in the form of the form of Schedule D - DSU Election Notice.

• 8.2 Terms and Conditions of Deferred Share Units . Deferred Share Units shall be evidenced by a DSU Award Agreement, which shall specify such terms and conditions, not inconsistent with the Plan, as the Board shall determine, including:

• (a) the number of Deferred Share Units to be awarded to the Participant;

• (b) for Deferred Share Units awarded under Section 8.1(a):

  • (i) the period of time between the Grant Date and the date on which the Deferred Share Unit is fully vested and may be settled by the Participant,

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before being subject to forfeiture or termination, subject to Section 8.5(b) for Canadian Taxpayers;

• (ii) any performance criteria, which may include criteria based on the Participant’s personal performance and/or the financial performance of the Corporation and/or its subsidiaries, that may be used to determine the vesting of the Deferred Share Units (if applicable); and

• (iii) such other terms and conditions, not inconsistent with the Plan, as the Board shall determine, including customary representations, warranties and covenants with respect to securities law matters;

• (c) in the case of Deferred Share Units awarded to a Canadian Taxpayer, such terms and conditions as may be necessary to meet the requirements of paragraph 6801(d) of the Regulations under the Income Tax Act (Canada); and

• (d) in the case of Deferred Share Units awarded to a U.S. Taxpayer, such terms and conditions as may be necessary to meet the requirements of U.S. Code Section 409A (as defined in the Addendum).

For greater certainty, each DSU Award Agreement may contain terms and conditions in addition to those set forth in the Plan and, if applicable, the Addendum. No Shares will be issued on the Grant Date and the Corporation shall not be required to set aside a fund for the payment of any such Awards.

• 8.3 DSU Accounts . A separate notional account shall be maintained for each Participant with respect to Deferred Share Units granted to such Participant (a “ DSU Account ”) in accordance with Section 16.3. Deferred Share Units awarded to the Participant from time to time pursuant to Section 8.1 shall be credited to the Participant’s DSU Account and shall vest in accordance with Section 8.4. On the vesting of the Deferred Share Units pursuant to Section 8.4 and the corresponding issuance of cash and/or Shares to the Participant pursuant to Section 8.5, or on the forfeiture and termination of the Deferred Share Units pursuant to the terms of the Award, the Deferred Share Units credited to the Participant’s DSU Account will be cancelled.

• 8.4 Vesting . Subject to Section 13, unless otherwise determined by the Board in accordance with the provisions hereof, or unless otherwise specified in the Participant’s Service Agreement or DSU Award Agreement:

• (a) each Deferred Share Unit awarded under Section 8.1(a) shall vest in accordance with the DSU Award Agreement, which shall not be earlier than one year following the date of grant or issuance of the Deferred Share Unit; and

• (b) each Deferred Share Unit awarded under Section 8.1(b) shall immediately vest at the time it is credited to the Participant’s DSU Account, which shall not be earlier than one year following the date of grant or issuance of the Deferred Share Unit.

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8.5 Settlement .

• (a) The Deferred Share Units may be settled by delivery by the Participant to the Corporation of a notice of settlement, substantially in the form attached as Appendix 1 - Notice of Settlement of Deferred Share Units attached to the DSU Award Agreement, acknowledged by the Corporation. On settlement, the Corporation shall, for each such vested Deferred Share Unit, deliver to the Participant a cash payment equal to the Market Price of one Share as of the DSU Separation Date, one Share, or any combination of cash and Shares equal to the Market Price of one Share as of the DSU Separation Date, in the sole discretion of the Board.[ 3] No certificates for Shares issued in settlement will be issued to the Participant until the Participant and the Corporation have each completed all steps required by law to be taken in connection with the issuance of the Shares, including receipt from the Participant of payment or provision for all withholding taxes due as a result of the settlement of the Deferred Share Units. The delivery of certificates representing the Shares to be issued in settlement of Deferred Share Units will be contingent upon the fulfillment of any requirements contained in the DSU Award Agreement or applicable provisions of laws.

• (b) Notwithstanding the foregoing, all settlements of Deferred Share Units granted to a Participant who is a Canadian Taxpayer shall take place (i) after the DSU Separation Date; and (ii) by December 31 of the first calendar year that commences after such time.

• 8.6 Termination of Deferred Share Unit Due to Termination of Employment, Service or Engagement . Unless otherwise determined by the Board, or unless otherwise provided in the Participant’s Service Agreement or DSU Award Agreement, if a Participant’s employment, service or engagement terminates in any of the following circumstances, Deferred Share Units shall be treated in the manner set forth below subject to TSXV requirements that Deferred Share Units must expire within a period not exceeding 12 months following the ceasing of the Participant’s eligibility under the Plan and in the event of the death of the Participant subject to the requirements specified in Section 9:

Reason for Termination

Treatment of Deferred Share Units

Death

Outstanding Deferred Share Units that were vested on or before the date of death shall be settled in accordance with Section 8.5 as of the date of death. Outstanding Deferred Share Units that were not vested on or before the date of death shall vest and be settled in accordance with Section 8.5 as of the date of death, prorated to reflect the actual period between the Grant Date and the date of death. Subject to the foregoing, any remaining Deferred Share Units shall in all respects terminate as of the date of death.

3 For Participants who are U.S. Taxpayers, settlements shall take place in accordance with such further limitations as may be prescribed by the Addendum.

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Reason for Termination	Treatment of Deferred Share Units
Retirement	Outstanding Deferred Share Units that were vested on or before the date of Retirement shall be settled in accordance with Section 8.5 as of the date of Retirement. Outstanding Deferred Share Units that would have vested on the next vesting date following the date of Retirement shall be settled in accordance with Section 8.5 as of such vesting date. Subject to the foregoing, any remaining Deferred Share Units shall in all respects terminate as of the date of Retirement.
Disability	Outstanding Deferred Share Units as of the date of Disability shall continue to vest and be settled in accordance with Section 8.5 in accordance their terms. Subject to the foregoing, any remaining Deferred Share Units shall in all respects terminate as of the date of Disability.
Resignation	Outstanding Deferred Share Units that were vested on or before the date of resignation shall be settled in accordance with Section 8.5 as of the date of resignation, after which time the Deferred Share Units shall in all respects terminate.
Termination without Cause/Wrongful Dismissal - No Change in Control Involved	Outstanding Deferred Share Units that were vested on or before the Termination Date shall be settled in accordance with Section 8.5 as of the Termination Date. Outstanding Deferred Share Units that would have vested on the next vesting date following the Termination Date shall be settled in accordance with Section 8.5 as of such vesting date. Subject to the foregoing, any remaining Deferred Share Units shall in all respects terminate as of the Termination Date.
Change in Control	Deferred Share Units vest in accordance with Section 13.
Termination of the Participant for Just Cause	Outstanding Deferred Share Units (whether vested or unvested) shall automatically terminate on the Termination Date and be forfeited.

9. NON-ASSIGNABILITY AND NON-TRANSFERABILITY OF AWARDS

An Award granted pursuant to this Plan is personal to the Participant and may not be assigned, transferred, charged, pledged or otherwise alienated, other than to a Participant’s Personal Representatives. In the event of the death of the Participant, the period in which the deceased’s Personal Representatives may make claims for the Award shall not exceed one year from the Participant’s death.

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10. ADJUSTMENTS

• 10.1 The number and kind of Shares to which an Award pertains and, with respect to Options, the Option Price, shall be adjusted in the event of a reorganization, recapitalization, stock split or redivision, reduction, combination or consolidation, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Corporation, in such manner, if any, and at such time, as the Board, subject to prior acceptance of the TSXV, as applicable, may determine to be equitable in the circumstances. Failure of the Board to provide for an adjustment shall be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances. If an adjustment results in a fractional share, the fraction shall be disregarded.

• 10.2 If at any time the Corporation grants to its shareholders the right to subscribe for and purchase pro rata additional securities of any other corporation or entity, there shall be no adjustments made to the Shares or other securities subject to an Award in consequence thereof and the Awards shall remain unaffected.

• 10.3 The adjustments provided for in this Section 10 shall be cumulative.

• 10.4 On the happening of each and every of the foregoing events, the applicable provisions of the Plan shall be deemed to be amended accordingly and the Board shall take all necessary action so as to make all necessary adjustments in the number and kind of securities subject to any outstanding Award (and the Plan) and, with respect to Options, the Option Price.

11. UNITED STATES SECURITIES LAW MATTERS

• 11.1 United States Securities Law Matters . No Awards shall be made in the United States and no Shares shall be issued upon exercise, conversion or settlement of any such Awards in the United States unless such securities are registered under the U.S. Securities Act and any applicable U.S. state securities laws, or an exemption from such registration is available. Any Awards issued, and any Shares issued upon exercise, conversion or settlement thereof, will be “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act). Any certificate or instrument representing such securities shall bear a legend restricting transfer under applicable United States federal and state securities laws in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE / CONVERSION / SETTLEMENT HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT)”, OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE

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EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS, AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE (C) OR (D), THE HOLDER HAS FURNISHED TO THE CORPORATION AND ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION AND ITS TRANSFER AGENT TO THE EFFECT THAT SUCH EXEMPTION(S) ARE AVAILABLE. THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”

The Board may require that a participant of this Plan provide certain representations, warranties and certifications to the Corporation to satisfy the requirements of applicable securities laws, including without limitation, the registration requirements of the U.S. Securities Act and applicable state securities laws or exemptions or exclusions therefrom.

12. PRIORITY OF AGREEMENTS

• 12.1 Priority of Agreements . In the event of any inconsistency or conflict between the provisions of a Participant’s Award Agreement and the Plan, the provisions of the Plan shall prevail with respect to such Participant. In the event of any inconsistency or conflict between the provisions of (i) the Plan and/or a Participant’s Award Agreement, and (ii) a Participant’s Service Agreement, the provisions of the Participant’s Service Agreement shall prevail with respect to such Participant unless the terms of the Participant’s Service Agreement would (i) cause a violation of U.S. Code 409A in respect of a U.S. Taxpayer (as defined in the Addendum) or (ii) cause the Plan to be a “ salary deferral arrangement ” as defined in the Income Tax Act (Canada) in respect of a Participant that is a Canadian Taxpayer, in which case the terms of the Plan shall prevail. Notwithstanding the foregoing or anything contained herein to the contrary: (i) the applicable rules of any stock exchange on which the Shares are listed for trading shall prevail over the provisions of the Plan, any Participant’s Award Agreement, or any Participant’s Service Agreement in the event of a conflict; and (ii) no provision of a Participant’s Service Agreement shall be relied upon if such reliance would result in a change to the terms of the Plan that would otherwise require shareholder approval.

• 12.2 Vesting and Termination Provisions in Service Agreements . In the event that a Participant’s Service Agreement contains provisions respecting the vesting of the dates upon which any or all outstanding Awards shall be exercisable or settled, without regard to whether such Awards have otherwise vested in accordance with their terms, or provisions respecting the expiry, forfeiture and termination of such Awards, the vesting or expiry, forfeiture and termination of such Awards, as applicable, shall be governed by the terms and conditions of the Participant’s Service Agreement with respect to such Participant.

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13. CHANGE IN CONTROL - TREATMENT OF AWARDS

• 13.1 Change in Control - Awards Granted On and After Effective Date . Unless otherwise determined by the Board, or unless otherwise provided in the Participant’s Service Agreement or Award Agreement, if a Change in Control shall conclusively be deemed to have occurred and at least one of the two additional circumstances described below occurs, then there shall be immediate full vesting of each outstanding Award granted on and after the Effective Date, which may be exercised and settled, in whole or in part, even if such Award is not otherwise exercisable or vested by its terms:

• (a) upon a Change in Control, the surviving corporation (or any affiliate thereof) or the potential successor (or any affiliate thereto) fails to continue or assume the obligations with respect to each Award or fails to provide for the conversion or replacement of each Award with an equivalent award that satisfies the criteria set forth in Section 13.1(b)(i)(A) or 13.1(b)(i)(B); or

• (b) in the event that the Awards were continued, assumed, converted or replaced as contemplated in 13.1(b)(i), during the two-year period following the effective date of a Change in Control, the Participant is terminated by the Corporation without cause or the Participant resigns for good reason,

and for purposes of Section 13.1:

• (i) the obligations with respect to each Participant shall be considered to have been continued or assumed by the surviving corporation (or any affiliate thereto) or the potential successor (or any affiliate thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

• (A) the Shares remain publicly held and widely traded on an established stock exchange; and

• (B) the terms of the Plan and each Award are not materially altered or impaired without the consent of the Participant;

• (ii) the obligations with respect to each Award shall be considered to have been converted or replaced with an equivalent award by the surviving corporation (or any affiliate thereto) or the potential successor (or any affiliate thereto), if each of the following conditions are met, which determination shall be made solely in the discretionary judgment of the Board, which determination may be made in advance of the effective date of a particular Change in Control and shall be final and binding:

• (A) each Award is converted or replaced with a replacement award in a manner that qualifies under Subsection 7(1.4) of the Income Tax Act (Canada) in the case of a Participant that is a Canadian Taxpayer in

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respect to an Award that is subject to section 7 of the Income Tax Act (Canada), or that complies with Code Section 409A in the case of a Participant that is a U.S. Taxpayer on all or any portion of the benefit arising in connection with the grant, exercise and/or other disposition of such award;

• (B) the converted or replaced award preserves the existing value of each underlying Award being replaced, contains provisions for scheduled vesting and treatment on termination of employment (including with respect to termination for cause or constructive dismissal) that are no less favourable to the Participant than the underlying Award being replaced, and all other terms of the converted award or replacement award (but other than the security and number of shares represented by the continued award or replacement award) are substantially similar to the underlying Award being converted or replaced; and

• (C) the security represented by the converted or replaced Award is of a class that is publicly held and widely traded on an established stock exchange.

• 13.2 Change in Control . Notwithstanding Section 13.1, in the event of a Change in Control, the Board shall have the right, but not the obligation, and without the consent of any Participant, to permit each Participant, within a specified period of time prior to the completion of the Change in Control as determined by the Board, to exercise all of the Participant’s outstanding Options and to settle all of the Participant’s outstanding Performance Share Units, Restricted Share Units and Deferred Share Units (to the extent then vested and exercisable, including by reason of acceleration by the Board pursuant to Section 13.3 or in accordance with the Award Agreement) but subject to and conditional upon the completion of the Change in Control.

• 13.3 Discretion to Accelerate Awards . Notwithstanding Section 13.1, in the event of a Change in Control whereby the holder ceases to be an eligible Participant, the Board may accelerate the dates upon which any or all outstanding Awards shall vest and be exercisable or settled, without regard to whether such Awards have otherwise vested in accordance with their terms. Notwithstanding the foregoing, the acceleration of vesting for Options granted to Investor Relations Service Providers is subject to prior approval of the TSXV.

• 13.4 Termination of Awards on Change in Control . Subject to and conditional upon completion of the Change in Control event, the Plan and all outstanding Awards, vested and unvested, shall be deemed to be terminated, without further act or formality, except to the extent required under Sections 13.1 and 17.2, if applicable.

• 13.5 Further Assurances on Change in Control . The Participant shall execute such documents and instruments and take such other actions, including exercise or settlement of Awards vesting pursuant to Section 13.2 or the Award Agreement, as may be required consistent with the foregoing; provided, however, that the exercise or settlement of Awards

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vesting pursuant to Section 13.2 or the Award Agreement shall be subject to the completion of the Change in Control event.

• 13.6 Awards Need Not be Treated Identically . In taking any of the actions contemplated by this Section 13, the Board shall not be obligated to treat all Awards held by any Participant, or all Awards in general, identically.

• 13.7 Canadian Taxpayer . In the case of a Deferred Share Unit held by a Participant that is a Canadian Taxpayer, and subject to any further limitations provided in any Award Agreement, (i) no settlement payment shall be made to the Participant under this Section 13 until after the time that the Participant ceases to be a director of the Corporation or any subsidiary of the Corporation or an employee or consultant of the Corporation or any subsidiary of the Corporation for any reason, without regard to any agreed or otherwise binding severance or notice period (whether express, implied, contractual, statutory or at common law); and (ii) all settlements to such Participant under this Section 13 shall be made by December 31 of the first calendar year that commences after such time.

14. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN AND AWARDS

• 14.1 Discretion to Amend the Plan and Awards . Subject to Section 14.2, the Board may amend the Plan or Awards at any time, provided, however, that no such amendment may materially and adversely affect any Award previously granted to a Participant without the consent of the Participant, except to the extent required by applicable law (including TSXV requirements). Any amendment under this Section shall be subject to all necessary regulatory approvals. Without limiting the generality of the foregoing, the Board may make the following amendments to the Plan or Awards without obtaining the approval of the shareholders of the Corporation: (i) amendments to fix typographical errors, (ii) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions, or (iii) any other amendments that do not require shareholder approval as may be prescribed pursuant to TSX Venture Exchange Policy 4.4 – Security Based Compensation , as amended from time to time.

• 14.2 Amendments Requiring Shareholder Approval . Notwithstanding Section 14.1, no amendments to the following provisions of the Plan or Awards:

• (a) persons eligible to be granted or issued Security Based Compensation under the Plan;

• (b) the maximum number or percentage, as the case may be, of Shares that may be issuable under the Plan;

• (c) the limits under the Plan on the amount of Security Based Compensation that may be granted or issued to any one person or any category of persons (such as, for example, Insiders);

• (d) the method for determining the exercise price of Stock Options;

• (e) the maximum term of Security Based Compensation;

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• (f) the expiry and termination provisions applicable to Security Based Compensation, including the addition of a blackout period;

• (g) the addition of a Net Exercise provision; and

• (h) any method or formula for calculating prices, values or amounts under a Security Based Compensation Plan that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right

shall be made without obtaining approval of the shareholders, or disinterested shareholders, as applicable, of the Corporation in accordance with the requirements of the TSXV.

• 14.3 Amendment, Suspension or Discontinuance . No amendment, suspension or discontinuance of the Plan or of any Award may contravene the requirements of the TSXV or any securities commission or other regulatory body to which the Plan or the Corporation is now or may hereafter be subject to. Termination of the Plan shall not affect the ability of the Board to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

• 14.4 Tax Provisions . Notwithstanding the foregoing:

• (a) no amendment to the Plan shall cause the Plan or Performance Share Units, Restricted Share Units or Deferred Share Units granted to a Canadian Taxpayer hereunder to be made without the consent of such Canadian Taxpayer if the result of such amendment would be to cause the Performance Share Units, Restricted Share Units or Deferred Share Units to be a “ salary deferral arrangement ” under the Income Tax Act (Canada); and

• (b) no amendment to the Plan shall cause the Plan or Deferred Share Units granted to a Canadian Taxpayer hereunder to cease to meet the conditions of paragraph 6801(d) of the Regulations under the Income Tax Act (Canada) without the consent of such Canadian Taxpayer.

15. DIVIDEND EQUIVALENTS

The Board may determine whether and to what extent Dividend Equivalents will be credited to a Participant’s PSU Account, RSU Account and DSU Account with respect to Awards of Performance Share Units, Restricted Share Units or Deferred Share Units respectively. Dividend Equivalents to be credited to a Participant’s PSU Account, RSU Account or DSU Account shall be credited as follows:

• (a) any cash dividends or distributions credited to the Participant’s PSU Account, RSU Account or DSU Account shall be deemed to have been invested in additional Performance Share Units, Restricted Share Units or Deferred Share Units, as applicable, on the record date established for the related dividend or distribution in an amount equal to the greatest whole number which may be obtained by dividing (i) the value of such dividend or distribution on the record date by (ii) the Market

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Price of one Share on such record date, and such additional Performance Share Units, Restricted Share Unit or Deferred Share Unit, as applicable, shall be subject to the same terms and conditions as are applicable in respect of the Performance Share Unit, Restricted Share Unit or Deferred Share Unit, as applicable, with respect to which such dividends or distributions were payable; and

• (b) if any such dividends or distributions are paid in Shares or other securities, such Shares and other securities shall be subject to the same vesting, performance and other restrictions as apply to the Performance Share Units, Restricted Share Units or Deferred Share Unit, as applicable, with respect to which they were paid and such Shares and other securities shall be subject to the limits specified under Sections 4.1 and 4.3 of the Plan.

No Dividend Equivalent will be credited to or paid on Awards of Performance Share Units, Restricted Share Units or Deferred Share Units that have expired or that have been forfeited or terminated. Dividend Equivalents shall be subject to the limits specified under Sections 4.1 and 4.3 of the Plan.

The Corporation has the ability to make payment in cash if it does not have a sufficient number of Shares available under the Plan to satisfy its obligations in respect of such dividend.

16. MISCELLANEOUS

• 16.1 No Rights as a Shareholder . Nothing contained in the Plan nor in any Award granted hereunder shall be deemed to give any Person any interest or title in or to any Shares or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever with respect to Shares issuable pursuant to an Award until such Person becomes the holder of record of Shares.

• 16.2 Employment . Nothing contained in the Plan shall confer upon any Participant any right with respect to employment or continued employment or the right to continue to serve as a director or a consultant as the case may be, or interfere in any way with the right of the Corporation to terminate such employment or service at any time. Participation in the Plan by an Eligible Person is voluntary. The Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide employee, consultant or Management Company Employee for the purposes of eligibility under the Plan.

• 16.3 Record Keeping . The Corporation shall main appropriate registers in which shall be recorded all pertinent information with respect to the granting, amendment, exercise, vesting, expiry, forfeiture and termination of Awards. Such registers shall include, as appropriate:

• (a) the name and address of each Participant;

• (b)

• the number of Awards credited to each Participant’s account;

• (c) any and all adjustments made to Awards recorded in each Participant’s account; and

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• (d) such other information which the Corporation considers appropriate to record in such registers.

• 16.4 Income Taxes . As a condition of and prior to participation in the Plan, an Eligible Person shall authorize the Corporation in written form to withhold from any payment otherwise payable to such Eligible Person any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such participation in the Plan, the issuance of any Shares pursuant to the Plan or the settlement in cash and/or Shares of any Awards under the Plan. In addition, as a condition for the exercise of an Option, the Corporation may require a Participant to deliver to the Corporation all or a portion of the taxes required to be withheld or remitted by the Corporation under the Income Tax Act (Canada) and any applicable Canadian provincial taxation statute as a result of the exercise of the Option (including by payment pursuant to a broker-assisted sale and remittance program authorized by the Board). The Board may require, or may allow a Participant to elect, to satisfy such obligations (up to maximum statutory rates) to be satisfied, in whole or in part, (i) by causing the Corporation to withhold the number of Shares otherwise issuable to the Participant as may be necessary to satisfy such withholding obligation, or (ii) by delivering to the Corporation Shares already owned by the Participant. The Shares so delivered or withheld shall have an aggregate fair market value equal to such withholding obligations (up to maximum statutory rates). The fair market value of the Shares used to satisfy such withholding obligation shall be determined by the Corporation as of the date that the amount of tax to be withheld is to be determined.

• 16.5 No Representation or Warranty . The Corporation makes no representation or warranty as to the future market value of any Shares issued pursuant to the Plan.

• 16.6 Direction to Transfer Agents . Upon receipt of a certificate of an authorized officer of the Corporation directing the issue of Shares issuable under the Plan, the transfer agent of the Corporation is authorized and directed to issue and countersign share certificates for the Shares subject to the applicable Award in the name of such Participant or as may be directed in writing by the Participant.

17. TERM OF AWARD, EXPIRY, FORFEITURE AND TERMINATION OF AWARDS / BLACKOUT PERIODS

• 17.1 Term of Award . Subject to Section 17.3, in no circumstances shall the term of an Award exceed five years from the Grant Date.

• 17.2 Expiry, Forfeiture and Termination of Awards . If for any reason an Award expires without having been exercised or is forfeited or terminated, and subject to any extension thereof in accordance with the Plan, such Award shall forthwith expire and be forfeited and shall terminate and be of no further force or effect.

• 17.3 Blackout Periods . Notwithstanding any other provision of the Plan, except as provide in Section 2.2 of the Addendum, if the expiry date or vesting date of an Award, other than a Performance Share Unit, Restricted Share Unit or Deferred Share Unit awarded to a Canadian Taxpayer, as applicable, is during a Blackout Period, the expiry date or vesting date, as applicable, will be automatically extended for a period of ten trading days

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following the end of the Blackout Period. In the case of a Performance Share Unit, Restricted Share Unit or Deferred Share Unit awarded to a Canadian Taxpayer or U.S. Taxpayer (as defined in the Addendum), any settlement that is effected during a Blackout Period in order to comply with Section 14.4 in the case of a Canadian Taxpayer or the Addendum in the case of a U.S. Taxpayer shall (subject to the requirements of applicable law) be settled in cash, notwithstanding any other provision hereof.

18. TRANSITION

• 18.1 Replacement of Previous Plan . Subject to Section 18.2, as of the Effective Date, this Plan replaces the Original Plan and, after the Effective Date, no further Options will be granted under the Original Plan.

• 18.2 Expiry, Forfeiture and Termination of Awards . Notwithstanding Section 18.1 but subject to the “Blackout Periods” provision of Section 17.3 hereunder, all Options previously granted under the Original Plan prior to the Effective Date that remain outstanding after the Effective Date will, effective as of the Effective Date, be governed by the terms of this Plan and not by the terms of the Original Plan, except to the extent otherwise required in order to avoid adverse tax consequences with respect to awards to U.S. taxpayers.

19. GOVERNING LAW

The Plan shall be construed in accordance with and be governed by the laws of Ontario and shall be deemed to have been made therein.

20. REGULATORY APPROVAL

• 20.1 The Plan shall be subject to the approval of any relevant regulatory authority whose approval is required. Any Awards granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Awards may be exercised or shall vest unless such approval and acceptance is given.

21. EFFECTIVE DATE OF THE PLAN

The Plan is dated with effect as of the Effective Date.

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ADDENDUM A - SPECIAL PROVISIONS APPLICABLE TO U.S. TAXPAYERS

This Addendum sets forth special provisions of the Plan that apply to U.S. Taxpayers (as defined below) and forms part of the Plan. All capitalized terms, to the extent not otherwise defined herein, shall have the meanings set forth in the Plan. For greater certainty these provisions do not apply in respect of any Award to a Canadian Taxpayer and do not form part of the Plan in respect of a Canadian Taxpayer.

1. DEFINITIONS

1.1 For the purposes of this Addendum:

“ Disability ” means, as such term is used with respect to Incentive Stock Options, “disability” as defined in Section 422(c) of the U.S. Code;

“ Fair Market Price ” shall be deemed to be the closing price of the Shares on the trading day immediately preceding the Grant Date as reported by the Toronto Stock Exchange, or, if the Shares are not listed on the Toronto Stock Exchange, on such other principal stock exchange or over-the-counter market on which the Shares are listed or quoted, as the case may be. If the Shares are not publicly traded or quoted, then the “ Fair Market Price ” shall be the fair market value of the Shares, as determined by the Board, on the Grant Date, and “ Fair Market Price ” with respect to a Non-Qualified Stock Option will be the fair market value determined by the reasonable application of a reasonable valuation method, within the meaning of U.S. Code Section 409A. In the resolution allocating any Option, the Board may determine that the Grant Date shall be a future date determined in the manner specified in such resolution, in which case, for the purpose of this definition, (i) “ Fair Market Price ” shall be deemed to be the closing price of the Shares on the trading day immediately preceding such Grant Date as reported by the Toronto Stock Exchange, or, if the Shares are not listed on the Toronto Stock Exchange, on such other principal stock exchange or over-the-counter market on which the Shares are listed or quoted, as the case may be; or, (ii) if the Shares are not publicly traded or quoted, then the “ Fair Market Price ” shall be the fair market value of the Shares, as determined by the Board, on the Grant Date and “ Fair Market Price ” with respect to a Non-Qualified Stock Option will be the fair market value determined by the reasonable application of a reasonable valuation method, within the meaning of U.S. Code Section 409A;

“ Incentive Stock Option ” means any Award designated and qualified as an “incentive stock option” as defined in Section 422 of the U.S. Code;

“ Non-Qualified Stock Option ” means any Award that is not an Incentive Stock Option;

“ Separation From Service ” shall mean “separation from service” as defined in Section 409A(a)(2)(A)(i) of the U.S. Code and Treas. Reg. § 1.409A-1(h);

“ Specified Employee ” means a U.S. Taxpayer who meets the definition of “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the U.S. Code;

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“ subsidiary corporation ” means “subsidiary corporation” as defined in Section 424(f) of the U.S. Code;

“ Ten Percent Owner ” means a U.S. Taxpayer who, at the time an Award is granted, owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the U.S. Code) more than 10% of the total combined voting power of all classes of stock of the Corporation or any parent or subsidiary corporation, within the meaning of Section 422(b)(6) of the U.S. Code;

“ U.S. Code ” means the United States Internal Revenue U.S. Code of 1986 and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder;

“ U.S. Code Section 409A ” means Section 409A of the U.S. Code and the regulations and other guidance promulgated thereunder;

“ U.S. Code Section 409A Award ” means an Award that is “nonqualified deferred compensation” within the meaning of U.S. Code Section 409A;

“ U.S. Exchange Act ” means the Securities Exchange Act of 1934, and the rules and regulations thereunder;

“ U.S. Securities Act ” means the Securities Act of 1933, and the rules and regulations thereunder; and

“ U.S. Taxpayer ” means a Participant who is a citizen or resident of the United States for purposes of the U.S. Code, or whose Awards under the Plan are subject, or would be subject, absent an exemption, to U.S. Code Section 409A.

2. INCENTIVE STOCK OPTIONS

• 2.1 Incentive Stock Options and Non-Qualified Stock Options . Awards granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Notwithstanding Sections 3.2 and 5.1 of the Plan, Incentive Stock Options may only be granted to an Eligible Person who is an employee of the Corporation or a subsidiary corporation. To the extent that any Award does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

• 2.2 Term of Option . Notwithstanding any provision of the Plan arguably to the contrary:

• (a) in no circumstances shall the term of an Option exceed five years from the Grant Date or be exercisable after the expiration of five years from the Grant Date; and

• (b) in no circumstances shall the term of an Incentive Stock Option granted to a Ten Percent Owner exceed five years from the Grant Date or be exercisable after the expiration of five years from the Grant Date.

• 2.3 Plan Limit on Incentive Stock Options . Subject to adjustment pursuant to Section 10 of the Plan and Sections 422 and 424 of the U.S. Code, the aggregate number of Shares which

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may be issued under the Plan and which may be made subject to Incentive Stock Options shall not exceed 1,500,000.

• 2.4 Annual Limit on Incentive Stock Options . To the extent required for “ incentive stock option ” treatment under Section 422(d) of the U.S. Code, the aggregate Market Price (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted under the Plan and any other plan of the Corporation and its parent and subsidiary corporations that become exercisable or vest for the first time by a Participant during any calendar year shall not exceed U.S.$100,000 or such other limit as may be in effect from time to time under Section 422 of the U.S. Code. To the extent that any Award exceeds this limit, it shall constitute a Non-Qualified Stock Option.

3. OPTIONS

• 3.1 Option Price . In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the Option Price of such Incentive Stock Option shall not be less than 110% of the Fair Market Price of the Shares determined as of the Grant Date. For all other U.S. Taxpayers, the Option Price of an Incentive Stock Option shall not be less than 100% of the Fair Market Price of the Shares determined as of the Grant Date. The Option Price of a Non-Qualified Stock Option shall not be less than 100% of the Fair Market Price of the Shares as determined as of the Grant Date.

• 3.2 Method of Exercise of Options . Section 5.4(b) of the Plan shall not be available if the Option being exercised is an Incentive Stock Option.

• 3.3 Option Award Agreement . The Option Award Agreement for U.S. Taxpayers shall specify whether such Option is an Incentive Stock Option or a Non-Qualified Stock Option. If no such specification is made, the Option will be (a) an Incentive Stock Option if all of the requirements under the U.S. Code are satisfied, and (b) in all other cases, a NonQualified Stock Option.

4. PERFORMANCE SHARE UNITS AND RESTRICTED SHARE UNITS

• 4.1 Settlement of Performance Share Units for U.S. Taxpayers . Notwithstanding the timing of settlement described in Sections 6.5 and 6.6 of the Plan, but subject to Section 7.6 of this Addendum, for U.S. Taxpayers, all settlements of vested Performance Share Units credited to a U.S. Taxpayer’s PSU Account shall take place within the period commencing January 1 and ending March 31 of the calendar year immediately following the calendar year in which the PSU Vesting Date with respect to such Performance Share Units occurs, without receipt of the Notice of Settlement of Restricted Share Units from the U.S. Taxpayer.

• 4.2 Settlement of Restricted Share Units for U.S. Taxpayers . Notwithstanding the timing of settlement described in Sections 7.5 and 7.6 of the Plan, but subject to Section 7.6 of this Addendum, for U.S. Taxpayers, all settlements of vested Restricted Share Units credited to a U.S. Taxpayer’s RSU Account shall take place within the period commencing January 1 and ending March 31 of the calendar year immediately following the calendar year in which the RSU Vesting Date with respect to such Restricted Share Units occurs,

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without receipt of the Notice of Settlement of Restricted Share Units from the U.S. Taxpayer.

5. DEFERRED SHARE UNITS

• 5.1 Elections for U.S. Taxpayers . Section 8.1(b) of the Plan shall be applied in a manner consistent with United States Treasury Regulation Section 1.409A-2(a). Except as otherwise permitted under such regulation, a Participant’s election to defer amounts under Section 8.1(b) must be made by the end of the calendar year prior to the calendar year in which services giving rise to the right to payment of such amounts are to be performed. Without limiting the generality of the foregoing, during a U.S. Taxpayer’s first calendar year of eligibility in the Plan (as described in United States Treasury Regulation Section 1.409A-2(a)(7)), such U.S. Taxpayer may, within 30 days of becoming eligible, elect to defer compensation amounts under Section 8.1(b) payable for services to be performed after the date such election is made, as determined in accordance with United States Treasury Regulation Section 1.409A-2(a)(7).

• 5.2 Distribution Date for Settlement of Defered Share Units Held By U.S. Taxpayers . Notwithstanding the timing of settlement described in Sections 8.5 or 8.6 of the Plan, but subject to Section 7.6 of this Addendum, for U.S. Taxpayers, all settlements of vested Deferred Share Units credited to a U.S. Taxpayer’s DSU Account shall take place within 30 days of the date of the U.S. Taxpayer’s Separation From Service (with the exact date of payment during such 30-day period to be determined by the Board), or, in the event of the U.S. Taxpayer’s death, on the 90[th] day following the date of the U.S. Taxpayer’s death) without receipt of the Notice of Settlement of Deferred Share Units from the U.S. Taxpayer, unless a different fixed settlement date was specified in the applicable DSU Award Agreement at the time of grant of the Deferred Share Units (the “ distribution date ”). Notwithstanding any provision of the Plan arguably to the contrary (including Sections 13.2 and 14 of the Plan), any acceleration of the vesting of Deferred Share Units held by U.S. Taxpayers will not result in the acceleration of the distribution date for such Deferred Share Units unless permitted under U.S. Code Section 409A.

• 5.3 Special Limitation Applicable to Eligible Persons Who Are Both a Canadian Taxpayer and a U.S. Taxpayer. If the Deferred Share Units of a U.S. Taxpayer are subject to tax under the income tax laws of Canada and also are subject to tax under U.S. Code Section 409A, the following special rules regarding forfeiture will apply. For greater clarity, these forfeiture provisions are intended to avoid adverse tax consequences under U.S. Code Section 409A and/or under paragraph 6801(d) of the regulations under the Income Tax Act (Canada), that may result because of the different requirements as to the time of distribution of Deferred Share Units (and thus the time of taxation) with respect to a U.S. Taxpayer’s separation from service (under U.S. tax law) and his retirement or loss of office (under Canadian tax law). The intended consequence of this Section 5.3 of the Plan is that distributions to U.S. Taxpayers in payment of Deferred Share Units only will occur if such U.S. Taxpayer experiences both a Separation From Service under U.S. Code Section 409A and a retirement of loss of office within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada). If a U.S. Taxpayer otherwise would be entitled to payment with respect to Deferred Share Units in any of the following circumstances, such Deferred Share Units shall instead be immediately and irrevocably

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forfeited, unless the relevant taxation authorities have provided guidance that the payment with respect to Deferred Share Units in such circumstances would not result in adverse tax consequences to the Eligible Person or the Corporation under either the Income Tax Act (Canada) or the U.S. Code, or that compliance with the tax rules of only one jurisdiction would not cause a failure to comply with the rules of the other taxing jurisdiction:

• (a) a U.S. Taxpayer experiences a Separation From Service, but such U.S. Taxpayer continues to provide some level of service to the Corporation or an affiliate such that he has not had a retirement from, or loss of office or employment with, the Corporation or a corporation related thereto, within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada); or

• (b) a U.S. Taxpayer experiences a Separation From Service for purposes of a distribution required under U.S. Code Section 409A as a result of ceasing to be a member of the Board, but such person continues providing services as an employee or as a member of the board of an affiliate, and as a result he has not experienced a retirement from, or loss of office or employment with, the Corporation or a corporation related thereto, within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada); or

• (c) a U.S. Taxpayer experiences a retirement from, or loss of office or employment with, the Corporation or a corporation related thereto, within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada), by virtue of ceasing employment as both an employee and as a director, but he continues to provide services as an independent contractor such that he has not experienced a Separation from Service.

6. TAXES

• 6.1 Payment of Taxes . Each U.S. Taxpayer is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such U.S. Taxpayer in connection with the Plan or any other plan maintained by the Corporation (including any taxes and penalties under U.S. Code Section 409A), and neither the Corporation nor any subsidiary of the Corporation shall have any obligation to indemnify or otherwise hold such U.S. Taxpayer (or any Participant ) harmless from any or all of such taxes or penalties.

• 6.2 Tax Withholding . A U.S. Taxpayer shall be required to pay to the Corporation, and the Corporation shall have the right and is hereby authorized to withhold, from any cash or other compensation payable under the Plan, or from any other compensation or amounts owing to the U.S. Taxpayer, the amount of any required withholding taxes in respect of amounts paid under the Plan and to take such other action as may be necessary in the opinion of the Corporation to satisfy all obligations for the payment of such withholding and taxes.

7.

MISCELLANEOUS

• 7.1 Non-Assignability . Section 9 of the Plan shall only be available to U.S. Taxpayers if the Option to be transferred is a Non-Qualified Stock Option and to the extent permissible

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under U.S. law. No Incentive Stock Option shall be transferable by the Participant otherwise than by will or by the laws of descent and distribution and all Incentive Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant, or by the Participant’s legal representative or guardian in the event of the Participant’s Disability. Section 9 of the Plan shall only be available to U.S. Taxpayers with respect to Performance Share Units, Deferred Share Units and Restricted Share Units to the extent permissible under U.S. law.

• 7.2 Amendments . In addition to the provisions of Section 14 of the Plan, to the extent determined by the Board to be required either by the U.S. Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the U.S. Code or otherwise, Plan amendments as they relate to or affect U.S. Taxpayers shall be subject to approval by the Corporation shareholders entitled to vote at a meeting of shareholders. An amendment to increase the aggregate number of Shares which may be issued under the Plan and which may be made subject to Incentive Stock Options as set forth in Section 2.3 of this Addendum must be approved by shareholders within 12 months of adoption of such amendment. Notwithstanding the provisions of Section 14 of the Plan, no amendment in respect of an Award to a U.S. Taxpayer shall be made without the consent of such U.S. Taxpayer if the result of such amendment would be to cause the Award to violate the requirements of U.S. Code Section 409A.

• 7.3 Effective Date; Shareholder Approval . The Plan including the Addendum shall become effective upon the Effective Date. Awards may be granted under this Addendum from and after the Effective Date; provided however that if Corporation’s shareholders fail to approve the Plan and this Addendum within 12 months of the Effective Date, any Incentive Stock Options granted under the Plan to a U.S. Taxpayer from and after the Effective Date to the date that is 12 months of the Effective Date shall be deemed to be Non-Qualified Stock Options. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of the Effective Date or the date the Plan including the Addendum are approved by the Corporation’s shareholders.

• 7.4 Options Intended to be U.S. Code Section 409A Exempt . Options granted to U.S. Taxpayers are intended to be exempt from U.S. Code Section 409A and will be interpreted accordingly. Nonetheless, the Corporation does not warrant the tax treatment of any Option, including the tax treatment under U.S. Code Section 409A.

• 7.5 Specific Provisions Related to U.S. Code Section 409A. Without limiting the generality of Section 7.4 above, and notwithstanding any other Plan provision, Options issued to Eligible Persons known by the Corporation to be U.S. Taxpayers should be designed and administered in accordance with the following provisions:

• (a) Any such Option should only be issued in respect of Shares that are “service recipient stock” (within the meaning of United States Treasury Regulation Section 1.409A-1(b)(5)(iii)) with respect to the Grantee;

• (b) The Option Price of any such Option should not be less than Fair Market Value on the Grant Date (determined in a manner consistent with United States Treasury Regulation Section 1.409A-1(b)(5)(iv));

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• (c) Any adjustment, substitution, assumption or modification of such an Option, whether pursuant to Article 10 or otherwise, should be performed in a manner consistent with United States Treasury Regulation Section 1.409A-1(b)(5)(v); and

• (d) The term of any such Option should not be extended beyond its expiry date except as otherwise permitted under United States Treasury Regulation Section 1.409A1(b)(5)(v)(C) and only to the extent such extension would not cause the Option to become subject to U.S. Code Section 409A.

7.6 U.S. Code Section 409A Awards.

• (a) Performance Share Units, Restricted Share Units and Deferred Share Units granted to U.S. Taxpayers are intended to be U.S. Code Section 409A Awards and comply with all aspects of U.S. Code Section 409A. The Plan and each Award Agreement under the Plan with respect to a U.S. Code Section 409A Award will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Board. Each Code Section 409A Award will be granted, paid, settled or deferred in such manner that will meet the requirements of U.S. Code Section 409A.

• (b) In f any amount under a U.S. Code Section 409A Award is payable on account of a Separation From Service to a U.S. Participant who is considered a Specified Employee, then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the U.S. Participant’s date of Separation From Service, or (ii) the U.S. Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to U.S. Code Section 409A.

• (c) In the case of a Restricted Share Unit, Performance Share Unit or Deferred Share Unit held by a Participant who is a U.S Taxpayer, if the Change in Control definition under the Plan does not comply with the definition of “change in the ownership ” “change in the effective control,” or “change in the ownership of a substantial portion of the assets” of the corporation (as set forth in United States Treasury Regulation Section 1.409A-3(i)(5)) for purposes of a payment under U.S. Code Section 409A, then any payment settlement in respect of a U.S. Code Section 409A on account of a Change in Control pursuant to Section 13 will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

• 7.7 Priority . Except as specifically provided in this Addendum, the provisions of the Plan and the Participant’s Award Agreement shall govern. For Participants who are U.S. Taxpayers, in the event of any inconsistency or conflict between the provisions of (i) the Plan and/or a Participant’s Award Agreement, and (ii) this Addendum, the terms of this Addendum shall prevail.

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SCHEDULE “B” ROUTE1 INC.

CHANGE OF AUDITOR REPORTING PACKAGE

B-1

NOTICE OF CHANGE OF AUDITOR

Notice is hereby given by Route1 Inc. (“ Corporation ”) pursuant to National Instrument 51-102 - Continuous Disclosure Obligations (the “ NI 51-102 ”) that:

1. On October 13, 2022, the audit committee of the Corporation’s board of directors (the “ Audit Committee ”) has resolved to propose to the shareholders of the Corporation at the annual general and special meeting of the Corporation to be held on November 30, 2022, to appoint RSM Canada LLP (the “ Successor Auditor ”) upon the expiry of the term of appointment as auditor of Grant Thornton LLP (the “ Predecessor Auditor ”).

2. The Predecessor Auditor has not been proposed for reappointment.

3. The termination (as that term is defined in NI 51-102) of the Predecessor Auditor and the appointment (as that term is defined in NI 51-102) of the Successor Auditor were considered by the Audit Committee for approval, and the termination of the Predecessor Auditor and the appointment of the Successor Auditor were approved by the Audit Committee.

4. None of the Predecessor Auditor’s reports express a modified opinion on any of the Corporation’s financial statements relating to the period commencing at the beginning of the Corporation’s most recently completed financial year and ending on the date of the termination of the Predecessor Auditor.

5. There are no reportable events (as that term is defined in NI 51-102).

Dated: October 13, 2022

ROUTE1 INC.

By: “ Peter F. Chodos ”

Name: Peter F. Chodos

Title: Executive Vice President and Chief Financial Officer

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Alberta Securities Commission British Columbia Securities Commission Autorité des marches financiers Ontario Securities Commission

Grant Thornton LLP 11th Floor 200 King Street West, Box 11 Toronto, ON M5H 3T4 T +1 416 366 0100 F +1 416 360 4949

October 13, 2022

Dear Sirs/Mesdames :

Re : Route1 Inc. (the ”Company”)

Notice of Change of Auditor

This is to advise that in connection with National Instrument 51-102 – Continuous Disclosure Obligations , we have read the Company’s notice of change of auditors dated October 13, 2022 and based on our knowledge at the time, we are in agreement with the statements contained in the notice.

Yours sincerely,

Grant Thornton LLP

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Chartered Professional Accountants cc: Route1 Inc.

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October 13, 2022

British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorité des marchés financiers

Dear Sirs/Mesdames:

Re: Route Inc. (the “Company”) Notice of Change of Auditor

We acknowledge receipt of a Notice of Change of Auditor (the “ Notice ”) dated October 13, 2022 delivered to us by the Company in respect of the change of auditor of the Company.

Pursuant to National Instrument 51-102 of the Canadian Securities Administrators, please accept this letter as confirmation that we have reviewed the Notice and, based on our knowledge as at the time of receipt of the Notice, we agree with each of the statements therein as they relate to RSM Canada LLP.

Yours truly, RSM Canada LLP

Chartered Professional Accountants Licensed Public Accountants

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SCHEDULE “C” 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 Directors[1] and all of whom must be financially literate[2] 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.

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• (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

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• 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,

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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.

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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.

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• (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

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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.

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