Sabio Holdings - Proxy Solicitation & Information Statement 2021

Spirit Banner II Capital Corp.

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

October 6, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

DATED September 8, 2021

Spirit Banner II Capital Corp.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT a special meeting (the “ Meeting ”) of the shareholders of Spirit Banner II Capital Corp. (the “ Corporation ”) will be held at 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4 on October 6, 2021 at 10:00 a.m. (Toronto time) for the following purposes, as more particularly described in the enclosed management information circular (the “ Circular ”):

to set the size of and elect an alternate slate of directors, namely a slate set at four (4) directors of the Resulting Issuer (as defined in TSX Venture Exchange Policy 2.4), elected to replace the incumbent slate of directors immediately following the completion of a reverse takeover transaction (the “ Transaction ”) between the Corporation and Sabio Mobile, Inc. ( “Sabio” ) if, and only if, the Transaction is completed, as more fully described in the Circular;
to consider, and if thought appropriate, pass, with or without variation, a special resolution empowering the directors of the Corporation to determine the number of directors of the Corporation from time to time within the minimum and maximum number provided for in the articles of incorporation of the Corporation, as may be amended from time to time;
to consider, and if thought appropriate, pass, with or without variation, a special resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, authorizing and approving an amendment of the articles of the Corporation to amend the rights, privileges, restrictions and conditions of the Corporation’s existing class of common shares and to create an unlimited number of a class of shares to be designated as convertible restricted voting shares, the rights, privileges, restrictions and conditions of which are more particularly described in the accompanying Circular;
to consider and, if thought appropriate, to pass with or without variation, a special resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, authorizing and approving the change of name of the Corporation from “Spirit Banner II Capital Corp.” to “Sabio Inc.”, or such other name as may be determined by Sabio and approved by the board of the Corporation;
to consider and, if thought appropriate, to pass with or without variation, a special resolution authorizing and approving the consolidation of the outstanding common shares in the capital of the Corporation on the basis of one (1) post-consolidation common share for up to 15.91 pre-consolidation common shares;
to consider and, if thought appropriate, to pass with or without variation, an ordinary resolution confirming the adoption of new By-Law No. 1 of the Corporation’s (the “ New By-Laws ”) and repealing the Corporation’s previously adopted by-laws;
to consider and, if thought appropriate, to pass with or without variation, an ordinary resolution of disinterested shareholders to be conditional on, and to take effect only in the event that, the Transaction is completed, approving the amended and restated share option plan of the Corporation;
to consider and, if thought appropriate, to pass with or without variation, an ordinary resolution to be conditional on, and to take effect only in the event that, the Transaction is completed, approving the legacy stock option plan of the Corporation; and
to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Circular. Only shareholders of record as of August 9, 2021, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. Please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy.

In an effort to mitigate the risks associated with COVID-19, and to preserve the health and safety of our communities, Shareholders, employees and other stakeholders, we are inviting shareholders to participate in the Meeting by dialing in to our conference line at: (800)-747-5150, followed by the Conference ID: 3454356. Participants should dial in at least ten (10) minutes prior to the scheduled start time and ask to join the call. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. We encourage shareholders to not attend the Meeting in person due to risks related to COVID-19. We will also take additional precautionary measures in relation to the physical Meeting, limiting access to essential personnel, registered Shareholders and proxyholders entitled to attend and vote at the Meeting. Shareholders cannot vote their common shares at the Meeting if attending via teleconference and must either vote prior to the Meeting or attend the Meeting in person in order to have their vote cast. We ask that shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular accompanying this Notice.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually; (ii) changing the Meeting date and/or changing the means of holding the Meeting; (iii) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (iv) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

DATED at Toronto, Ontario this 8[th] day of September, 2021.

By order of the board of directors of Spirit Banner II Capital Corp.

(signed) “Matthew Wood” Matthew Wood Chief Executive Officer

Spirit Banner II Capital Corp.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (this “ Circular ”) is provided in connection with the solicitation of proxies by management of Spirit Banner II Capital Corp. (the “ Corporation ”).

Information in this Circular is given as of September 8, 2021 (the “ Effective Date ”), except as otherwise indicated. Unless otherwise indicated, dollar amounts are expressed in Canadian dollars.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The information contained in this Circular is furnished to the holders (the “ Shareholders ”) of common shares of the Corporation (the “ Common Shares ”) in connection with the solicitation by management of the Corporation of proxies to be voted at the special meeting (the “ Meeting ”) of the Shareholders to be held at 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4 on October 6, 2021 at 10:00 a.m. (Toronto time), or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting accompanying this Circular (the “ Notice ”). Unless otherwise stated, the information provided in this Circular is provided as of September 8, 2021.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. The Corporation will pay reasonable expenses of persons who are the registered but not beneficial owners of Common Shares for forwarding copies of the Notice, Instrument of Proxy (as hereinafter defined), Circular and related material to beneficial owners. Accompanying this Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (the “ Instrument of Proxy ”). Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, shareholders are strongly encouraged to vote by proxy instead of attending the Meeting in person and to vote on the matters before the Meeting by submitting their proxy in advance of the Meeting.

pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually; (ii) changing the Meeting date and/or changing the means of holding the Meeting; (iii) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (iv) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy by mail to the Proxy Department of TSX Trust Company at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 (the “Transfer Agent”). As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote by mail, electronically on the internet at www.voteproxyonline.com or by fax at 416-595-9593. Votes cast electronically, by mail or by fax are in all respects equivalent to, and will be treated in the same manner as, votes cast via a paper Instrument of Proxy. Shareholders who wish to vote using internet, mail or fax should follow the instructions provided in the enclosed Instrument of Proxy. Votes cast electronically or by mail or fax must be submitted no later than 10:00 a.m. (Toronto time) on October 4, 2021 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

The persons named as proxyholders in the Instrument of Proxy accompanying this Circular are directors or officers of the Corporation and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his, her or its representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Corporate Secretary of the Corporation, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, Instruments of Proxy must be received by the Proxy Department of the Transfer Agent at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1 at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, prior to the time of the Meeting or any adjournment thereof. After such time, the chair of the Meeting may accept or reject a form of proxy delivered to him or her in his or her discretion but is under no obligation to accept or reject any particular late Instrument of Proxy.

Non-Registered Holders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name and thus are considered non-registered beneficial shareholders. Only registered holders of Common Shares or the persons they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Holder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the

Intermediary is a participant. Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators (the “ CSA ”), the Corporation will have distributed copies of the Notice, the Circular and the enclosed Instrument of Proxy to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. If you are a NonRegistered Holder, your Intermediary will be the entity legally entitled to vote your Common Shares at the Meeting. Common Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Holders in advance of the Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Non-Registered Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Common Shares held by the Non-Registered Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Common Shares directly at the Meeting , as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have such Common Shares voted.

Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the Intermediary and vote the Common Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder, should enter their own names in the blank space on the Instrument of Proxy or voting instruction form provided to them by their Intermediary and/or Broadridge, as applicable, and return the same in accordance with the instructions provided by their Intermediary and/or Broadridge, as applicable, well in advance of the Meeting.

All references to Shareholders in this Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

The purpose of the above-noted procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Non-Registered Holders should carefully follow the instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding when and where the Instrument of Proxy or voting instruction form is to be delivered.

Pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) the Corporation is distributing copies of proxy-related materials in connection with the Meeting directly to non-objecting beneficial owners of Common Shares. The Corporation is not relying on the notice and access delivery procedures to distribute copies of proxy-related materials in connection with the Meeting. The Corporation will not pay the cost for delivery of copies of the proxy-related materials to objecting beneficial owners.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed in the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the offices the Corporation’s

Transfer Agent at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof at which the proxy is to be used, or deposited with the chair of the Meeting on the day of the Meeting, or any adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. As well, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair of the Meeting before the proxy is exercised) and vote in person (or withhold from voting). If a Shareholder has voted on the internet and wishes to change such vote, such Shareholder may vote again through such means before 10:00 a.m. (Toronto time) on October 4, 2021 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

Signature on Proxies

The Instrument of Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxyholder on how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy. Common Shares represented by the enclosed Instrument of Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, the management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of August 9, 2021 (the “ Record Date ”) are entitled to receive notice and attend and vote at the Meeting. As at the Record Date, the Corporation had 11,615,000 issued and outstanding Common Shares. These Common Shares are the only voting shares of the Corporation which are issued and outstanding as of the Record Date. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting.

To the knowledge of the directors and senior officers of the Corporation, as at the Effective Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares, other than:

Shareholder	Number of Common Shares	Percentage of Outstanding Common Shares Represented
Matthew Wood	1,200,000	10.33%

BUSINESS OF THE MEETING

Summary of Qualifying Transaction

Effective June 23, 2021, the Corporation and Sabio Mobile, Inc. (“ Sabio ”) entered into a non-binding letter of intent, which provided for the acquisition by Corporation of all of the issued and outstanding securities of Sabio by way of a share exchange, plan of arrangement, merger, amalgamation or other form of business combination (the “ Transaction ”). The Corporation and Sabio, along with certain wholly-owned subsidiaries of the Corporation and Sabio formed or to be formed in connection with the Transaction, intend to enter into a definitive transaction agreement (the “ Transaction Agreement ”) contemplating the Transaction, which will result in a reverse take-over of the Corporation by the shareholders of Sabio (the “ Sabio Shareholders ”) to ultimately form the resulting issuer (the “ Resulting Issuer ”) and following which the Sabio Shareholders will collectively own approximately 98.5% of the outstanding common shares of the Resulting Issuer (the “ Resulting Issuer Common Shares ”). Upon completion of the Transaction, it is anticipated that the Common Shares of the Resulting Issuer will be listed on the TSX Venture Exchange (the “ TSXV ”). The completion of the Transaction will constitute the Corporation’s “Qualifying Transaction” pursuant to the policies of the TSXV.

At the Meeting, you will be asked to consider and vote upon resolutions to authorize the Corporation to: (i) elect a slate of directors to take office if and only if the Transaction is completed, (ii) amend the rights, restrictions, privileges and conditions of the existing Common Shares and create an unlimited number of a class of shares to be designated as convertible restricted voting shares, (iii) consolidate all of the issued and outstanding Common Shares of the Corporation on the basis of one (1) post-consolidation Common Share for up to 15.91 pre-consolidation Common Shares; (iv) change the name of the Corporation to “Sabio Inc.” or such other name as Sabio may determine and the board of directors (the “ Board ”) may approve; (v) repeal the existing by-laws and adopt new by-laws, to be effective on completion of the Transaction; (vi) approve the amended and restated share option plan (the “ Amended and Restated Share Option Plan ”) of the Corporation, and (vii) approve the legacy stock option plan (the “ Legacy Stock Option Plan ”) of the Corporation.

In conjunction with, and prior to the closing of the Transaction, Sabio intends to complete a brokered private placement (the “ Private Placement ”), via a wholly-owned subsidiary ( “Finco” ) formed solely for the purposes of the private placement, of subscription receipts of Finco (each, a “ Subscription Receipt ”) with a syndicate of agents co-led by Beacon Securities Limited and Paradigm Capital Inc. (the “ Agents ”). The Subscription Receipts issued as part of the Private Placement will be sold at $1.75 per Subscription Receipt for gross proceeds to Finco of up to approximately $10,000,000. Each Subscription Receipt will be exchanged for or converted automatically without payment of any additional consideration and without further action on the part of the holder thereof, into one common share of Finco upon satisfaction of specified escrow release conditions, which includes the completion or waiver of all conditions precedent to the Transaction. As described below, each Subscription Receipt shall ultimately result in the issuance of one Resulting Issuer Common Share.

Under the Transaction, it is intended that the holders of Sabio shares (the “ Sabio Shares ”) and shares of Finco acquired by way of the Private Placement (“ Finco Shares ”), will receive Resulting Issuer Shares or Resulting Issuer Restricted Shares in exchange for Sabio Shares or Finco Shares, as applicable. In addition, upon the completion of the Transaction, it is intended that all of Sabio’s and Finco’s securities exercisable or exchangeable for, or convertible into, or other rights to acquire Sabio or Finco securities outstanding at completion of the Transaction (the “ Convertible Securities ”) will be exchanged for securities exercisable or exchangeable for, or convertible into, rights to acquire Resulting Issuer Shares or Resulting Issuer Restricted Shares, in accordance with the Transaction Agreement, on the same economic terms and conditions as such original outstanding securities.

Completion of the Transaction is subject to the completion of the Private Placement and satisfaction of certain customary closing conditions to be set out in the Transaction Agreement, including the receipt of all necessary regulatory approvals and Shareholders approving the: (i) Consolidation and Name Change (as such terms are defined hereinafter), (ii) amendment of the rights, restrictions, privileges and conditions of the existing Common Shares and the creation of an unlimited number of a class of shares to be designated as convertible restricted voting shares, and (iii) the election of new directors to take office if and only if the Transaction is completed.

SHAREHOLDERS ARE NOT BEING REQUESTED TO APPROVE THE TRANSACTION AT THE MEETING. Full details regarding the Transaction and the business of the Corporation and Sabio will be disclosed by the Corporation in a filing statement on the Corporation’s SEDAR profile at www.sedar.com. The Board has unanimously approved the Transaction, Amalgamation, Merger and matters related thereto.

Notwithstanding the foregoing, certain matters in connection with the Transaction must be considered at the Meeting in order to allow the Corporation to complete the Transaction. Failure to pass these resolutions could impede or prevent the completion of the Transaction.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time from the date of incorporation of the Corporation to the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, no director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time from the date of incorporation of the Corporation to the date hereof, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no director or senior officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations . Disclosure is required to be made in relation to “ Named Executive Officers ”, being (a) those individuals who served as the Chief Executive Officer, Chief Financial Officer, (b) each of the Corporation’s three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the most recent financial year and (c) any additional individual who would have been included under (b) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity at the end of that financial year.

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in the updated Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual (the “ Updated CPC Policy ”), unless otherwise defined herein. Section 7.2 of the Updated CPC Policy provides that until the completion of the Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including, (a) remuneration, which includes, but is not limited to: salaries, consulting fees, management contract fees or directors’ fees, finder’s fees, loans, advances, bonuses; and (b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a CPC, is the granting of incentive stock options. The objective and purpose of any incentive stock options is to encourage the Corporation’s officers and directors to find a Qualifying Transaction that is in the best interest of

the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the incentive stock option, the directors and officers will receive no benefit, or very little benefit, from any incentive stock options. The Corporation has reserved 1,161,500 Common Shares for stock options issuable to its directors and officers. See “ Option Plan ”.

Notwithstanding the above, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”). No reimbursement may be made for any payment made to lease or buy a vehicle. In addition, no payment, other than the Permitted Reimbursements, will be made by the Corporation or by any party on behalf of the Corporation, after Completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

A Non-Arm’s Length Party under TSXV Policy 1.1 - Interpretation (“ Policy 1.1 ”) in relation to the Corporation, includes: a Promoter, officer, director, other Insider or Control Person of the Corporation and any Associates or Affiliates of any such persons; or another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Corporation. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Director and Named Executive Officer Compensation

In accordance with the Updated CPC Policy, no compensation in the form of a salary, consulting fee, retainer, commission, bonus, committee fee, or meeting fee has been paid to or earned by any director or NEO for the period from incorporation to the date hereof.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

Compensation Securities

The officers and directors of the Corporation have been granted a total of 1,161,500 options, each option, exercisable into one Common Share at an exercise price of $0.10 per Common Share and expiring on November 1, 2023.

Compensation Securities

Name and position	Type of compensati on security	Number of compensation securities, number of underlying securities, and percentage of class1	Date of issue or grant	Issue, conversio n or exercise price per security ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Matthew Wood Chief Executive Officer, Chief Financial Officer and Director	Stock Option	387,167(2)	November 1, 2018	$0.10	$0.10	$0.075	November 1, 2023
Bataa Tumur- Ochir Director	Stock Option	387,166(2)	November 1, 2018	$0.10	$0.10	$0.075	November 1, 2023
Ali Haji Director	Stock Option	387,167(2)	November 1,2018	$0.10	$0.10	$0.075	November 1,2023

1 On a pre-consolidation basis.

2 Represents 3.3% of outstanding Common Shares.

None of the above options have been exercised.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth the securities of the Corporation that are authorized for issuance under the equity compensation plans as at date hereof.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Number of securities remaining available for future issuance under equity compensation plans	Nil	Nil	Nil
Equity compensation plans not approved by securityholders(1)	1,161,500	0.10	Nil

Notes:

(1) Options granted in accordance with the CPC Policy and did not require Shareholder approval.

Pension and Other Benefit Plans

The Corporation has no pension or other benefit plans currently in place.

Termination of Employment, Change in Responsibilities and Employment Contracts

As at the Effective Date, the Corporation did not have any plan, contract or arrangement, compensatory or otherwise: (1) regarding the employment of a Named Executive Officer, or (2) whereby a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) in the event of the Named Executive Officer’s resignation, retirement or employment, a change of control of the Corporation, or a change in the Named Executive Officer’s responsibilities following a change in control of the Corporation.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to the Named Executive Officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during the last completed fiscal year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

Option Plan

The Corporation adopted a stock option plan dated December 12, 2017 (the “ Option Plan ”) as amended pursuant to Shareholders’ approval received on June 18, 2021, which permits the board of directors of the Corporation (the “ Board ”) to grant options to purchase up to ten percent (10%) of the issued number of Common Shares on a “rolling” basis. As of the Effective Date, the Option Plan is the Corporation’s only equity compensation plan and 1,161,500 options to purchase Common Shares of the Corporation have been granted.

The Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Corporation or any of its affiliates. The number of Common Shares reserved for issuance pursuant to options granted to any one optionee, other than a consultant, shall not, within any 12-month period, exceed 5% of the total number of Common Shares then issued and outstanding unless disinterested shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Option Plan and all other security-based compensation arrangements of the Corporation shall not, at any time, exceed ten percent (10%) of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’

associates pursuant to the Option Plan and all other security-based compensation arrangements shall not, within any 12-month period, exceed ten percent (10%) of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any 12-month period, exceed two percent (2%) of the total number of Common Shares then issued and outstanding.

Options may be exercisable for up to ten years from the date of grant, but the Board has the discretion to grant options that are exercisable for a shorter period. Unless otherwise determined by the Board every option awarded will be subject to certain vesting provisions in accordance with the terms of the Option Plan. Options under the Option Plan are non-assignable. Options may be exercised the greater of 12 months after the completion of a Qualifying Transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. In the event an optionee is terminated for cause, any outstanding options granted to such optionee will be automatically terminated on the date of cessation of the optionee’s position with the Corporation. In the event an optionee retires, resigns or is terminated for other than cause, any outstanding options granted to such optionee may be exercised for a period of up to one year (or until the normal expiry date of the options, if earlier) following cessation of the optionee’s position with the Corporation. In the event an optionee becomes disabled and is unable to continue in their position with the Corporation, any outstanding options granted to such optionee may be exercised for a period of up to one year (or until the normal expiry date of the options, if earlier) following cessation of the optionee’s position with the Corporation due to the disability. In the event of death of an optionee, any outstanding options granted to such optionee may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the “ Audit Committee ”) of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule “A”), and the fees paid to the external auditor.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independence	Financial Literacy
Matthew Wood	Not Independent	Financially Literate
Bataa Tumur-Ochir	Independent	Financially Literate
Ali Haji	Not Independent	Financially Literate

Notes:

(1) The Corporation is a “venture issuer” for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

Relevant Education and Experience

Matthew Wood

Mr. Matthew Wood is a mineral resource explorer and developer with over 25 years global industry experience in mining and commodities investment. He has managed deals in coal, energy, ferrous metals, base and precious metals, and other commodities. His experience includes identifying technical and economic resource opportunities and managing these opportunities through acquisitions, financings and public listings.

Mr. Wood is the Chairman of Steppe Gold Ltd, a mining company listed on the TSX and operating in Mongolia since 2016. He is also President and CEO of Aranjin Resources Ltd. since April of 2017.

Mr. Wood has an Honours Degree in Geology from the University of New South Wales and a Graduate Certificate in Mineral Economics from the Western Australian School of Mines. He is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM).

Bataa Tumur-Ochir

Mr. Tumur-Ochir is currently the President and CEO of Steppe Gold Ltd., a mining company operating in Mongolia since 2016. Since 2011, Mr. Tumur-Ochir has been the Chief Executive Officer and a director of Wolf Petroleum Ltd., an Australian Stock Exchange listed company.

Mr. Tumur-Ochir holds a bachelor’s degree in business administration and graduate certificates in international business and marketing from institutions in Australia and Singapore.

Ali Haji

Mr. Haji started his career as an information technology asset management analyst at Invesco Ltd. in 2006 and advanced into various roles including Technology Risk, Controls, Program Management, and Process Improvement with international assignments involving Mergers and Acquisitions in Hong Kong, the United States and Australia. Mr. Haji was also a principal contributor to the creation of a Center of Excellence in London, England for Invesco Ltd.

Mr. Haji attended the University of Western Ontario and holds a BSc in Computer Science. Mr. Haji serves as a director and member of the audit committee of Ion Energy Ltd. and Antler Hill Mining Corp, companies listed on the TSXV and NEX, respectively.

Promoters

Mr. Ali is considered to be a Promoter of the Corporation in that he took the initiative in founding and organizing the Corporation.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52110, in whole or in part, granted under Part 8 of NI 52-110. The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a “venture issuer”.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in Schedule “A” attached hereto.

External Auditor Service Fees (By Category)

The following table provides details in respect of audit, audit related, tax and other fees billed by the Corporation’s external auditor in the financial years indicated below:

Nature of Services Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total	Fees paid to external auditor during financial year March 31, 2021 $12,068 $nil $nil $nil $12,068	Fees paid to external auditor during financial year ended March 31, 2020
		$8,025 $nil $nil $nil $8,025

Notes:

(1) Includes fees billed or accrued for professional services rendered by the auditor for the audit of the Corporation’s annual financial statements, and any reviews of the Corporation’s unaudited interim financial statements.

(2) Includes fees billed for professional services rendered by the auditor consisting of employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, review of subsidiary financials, and audit or attestation services not required by legislation or regulation.

(3) Includes fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) No other fees were billed by the auditor of the Corporation other than those listed in the other columns.

CORPORATE GOVERNANCE

The description of the Corporation’s current corporate governance practices is provided in accordance with Form 58101F2 of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”).

Board of Directors

NI 58-101 defines an “independent director” as a director who has no direct or indirect “material relationship” with the issuer. A “material relationship” is as a relationship that could be, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s independent judgment.

The Board is currently composed of three directors, being Matthew Wood, Bataa Tumur-Ochir and Ali Haji. The Board has determined that Mr. Tumur-Ochir is independent within the meaning of NI 58-101. Mr. Wood is not considered independent within the meaning of NI 58-101 because he is an executive officer (as such term is defined in NI 58-101) of the Corporation and is thereby considered to have a material relationship with the Corporation. Mr. Haji is a former executive officer of the Corporation and is therefore not considered independent within the meaning of NI 58-101. A majority of the directors are not executive officers of the Corporation.

Though Mr. Haji is not considered independent within the meaning of NI 58-101, the Board believes that it functions independently of management and reviews its procedures on an ongoing basis to ensure that it is functioning independently of management. As a Capital Pool Company, the Corporation has had no business operations other than pursuing a Qualifying Transaction, and Mr. Haji does not have any material relationship or interest in the Corporation other than stock options. The non-management directors meet without management present, as circumstances require. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest.

Orientation and Continuing Education of Board Members

While the Corporation does not currently have a formal orientation and education program for new members of the Board, the Corporation provides such orientation and education on an ad hoc and informal basis. The directors believe that these procedures are a practical and effective approach in light of the Corporation's particular circumstances, including the size of the Corporation, the number, experience and expertise of its directors.

Ethical Business Conduct

The directors maintain that the Corporation must conduct and be seen to conduct its business dealings in accordance with all applicable laws and the highest ethical standards. The Corporation’s reputation for honesty and integrity

amongst its shareholders and other stakeholders is key to the success of its business. No employee or director will be permitted to achieve results through violation of laws or regulations, or through unscrupulous dealings.

Any director with a conflict of interest or who is capable of being perceived as being in conflict of interest with respect to the Corporation must abstain from discussion and voting by the board of directors or any committee of the board of directors on any motion to recommend or approve the relevant agreement or transaction. The board of directors must comply with conflict of interest provisions of the Business Corporations Act (Ontario).

Nomination of Directors

Both the directors and management are responsible for selecting nominees for election to the board of directors. At present, there is no formal process established to identify new candidates for nomination. The board of directors and management determine the requirements for skills and experience needed on the board of directors from time to time. The present Board and management expect that new nominees have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, support for the Corporation’s business objectives and a willingness to serve.

Compensation

The Board is directly responsible for determining compensation of directors and management. The Board does not currently have a compensation committee. For more information on the Corporation’s compensation practices, please see the section of this Circular entitled “Executive Compensation”.

Other Board Committees

The Board has no standing committees other than the Audit Committee.

Assessments

The Board does not consider formal assessments useful given the stage of the Corporation’s business and operations. However, the directors believe that nomination to the Board is not open ended and that directorships should be reviewed carefully for alignment with the strategic needs of the Corporation. To this extent, the directors constantly review (i) individual director performance and the performance of the board of directors as a whole, including processes and effectiveness; and (ii) the performance of the Chairman, if any, of the Board. A more formal assessment process will be instituted if and when the Board considers it to be advisable.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

1. Election of Resulting Issuer Directors

Currently the Board consists of three (3) directors with each of Matthew Wood, Ali Haji and Bataa-Tumur-Ochir elected as directors of the Corporation (the “ Original Slate ”) by Shareholders on June 18, 2021. It is a condition to closing of the Transaction that the Board be reconstituted to consist of a slate of four (4) directors, with each of Aziz Rahimtoola, Paula Madison, Muizz Kheraj and Carl Farrell recommended for election at the Meeting, to take office if and only if the Transaction is completed (the “ Resulting Issuer Slate ”, and together with the Original Slate, the “ Nominees ” and each a “ Nominee ”).

Each director is elected annually and holds office until the next annual general meeting of Shareholders or until his or her successor is duly elected by Shareholders, unless his or her office is earlier vacated in accordance with the articles of the Corporation or any successor corporation thereof.

The following table sets forth certain information regarding the Nominees, their position with the Corporation, their

principal occupation during the last five years, the dates upon which the Nominees became directors of the Corporation and the approximate number of Common Shares and options to purchase Common Shares beneficially owned by them, directly or indirectly, or over which control or direction is exercised by them:

Resulting Issuer Slate

		Date Became Director	Voting Securities Owned or Controlled Before Closing of the Transaction(1)	Voting Securities Owned or Controlled On Closing of the Transaction(1)


Aziz Rahimtoola Los Angeles, CA United States	CEO at Sabio Mobile, Inc. Managing Partner at Sabio Mobile,LLC	N/A	Nil	23,604,042(2)
Paula Madison Los Angeles, CA United States	Board of Directors at National Cine Media Partner at The Group Unlimited, LLC Partner, Williams Group Holdings, LLC CEO, Owner at Madison MediaManagement,LLC	N/A	Nil	Nil
Carl Farrell Toronto, ON Canada	Director of Basware Group President and Director of Altus Group Chief Revenue Officer and DirectorofSAS	N/A	Nil	363,139(3)
Muizz Kheraj Los Angeles, CA United States	Managing Director, Investment Banking, FocalPointPartners,LLC	N/A	Nil	208,391(4)

(1) The information as to the number of securities beneficially owned or over which control or direction is exercised has been furnished by the respective Nominee. For purposes of this chart only, the term “Voting Securities” includes both common shares and Restricted Voting Shares of the Resulting Issuer.

(2) To be held directly by Aziz Rahimtoola. Assumes a conversion ratio of approximately 3.631 of the 6,500,000 common shares of Sabio held by Mr. Rahimtoola anticipated to be converted on closing of the Transaction.

(3) To be held directly by Carl Farrell. Assumes a conversion ratio of approximately 3.631 of the 100,000 common shares of Sabio held by Mr. Farrell anticipated to be converted on closing of the Transaction

(4) To be held directly by Muizz Kheraj. Assumes a conversion ratio of approximately 3.631 of the approximately 57,386 common shares of Sabio to be held by Mr. Kheraj anticipated to be converted on closing of the Transaction. Mr. Kheraj will also hold approximately 13,411 post-conversion warrants of the Resulting Issuer following closing of the Transaction.

Aziz Rahimtoola (Age 49) – Aziz Rahimtoola is the CEO and Founding Team Member of Sabio and its subsidiary AppScience Inc., with more than 24 years of experience in the TV and mobile advertising tech industry. He has held leadership roles with multiple media and telecommunications companies, such as NBC Universal and AT&T Adworks. Prior to Sabio, Aziz was the SVP at Opera Mediaworks where he helped foster revenue and product innovation. As CEO, Aziz is responsible for keeping the company and its employees focused on short and long-term growth objectives. On the rare days when Aziz is not traveling, he can be found in Los Angeles with his wife and daughter.

Paula Madison (Age 69) - Paula Williams Madison is Chairman and CEO of Madison Media Management LLC and 88 Madison MediaWorks Inc. In 2011, Madison retired from NBC Universal (NBCU) after a successful 22 years, where she held a number of leadership roles, including Executive Vice President for Diversity as well as a Vice

President of the General Electric Company (GE), then the parent company of NBCU. She is also the author and executive producer, respectively, of the book and documentary FINDING SAMUEL LOWE, which tells the story of her successful search to locate her Chinese grandfather’s descendants in China. Madison also is a board member of her family’s investment company, Williams Group Holdings LLC, the majority owner of The Africa Channel. She and her husband Roosevelt Madison live in Los Angeles.

Carl Farrell (Age 58) - Carl Farrell is an experienced board member and advisor with over 30 years of global management expertise guiding large and small organizations through growth and transformation. Most recently, before retirement from full time roles, Carl was the Group President of commercial real-estate leader Altus Group where he also served as an independent director on the company’s board of directors. Prior to that, Carl was the Chief Revenue Officer and member of the board of directors of global analytics leader SAS Institute. Before his 15-year tenure at SAS, Carl held senior management positions at Vignette Corporation, J.D Edwards, Idiom Technologies and JBA. Currently, Carl is a member of the board of directors of enterprise software company Basware Corporation and acts as a strategic advisor to other technology companies in Europe and North America. Originally from England, Carl resides in Toronto, Canada.

Muizz Kheraj (Age 50) - Muizz Kheraj has more than two decades of experience in technology, both as a software engineer and as an experienced advisor, supporting the capital market needs of middle-market entrepreneurs. Mr. Kheraj built the TMT practice at McGladrey Capital Markets, LLC. He has held leadership roles at various technology and digital media start-ups and currently holds active board advisory roles within numerous bleeding-edge technology firms. He has led, managed and closed an aggregate of more than $1 billion in transactions in the technology sector. Mr. Kheraj holds a Master of Business Administration from the University of Southern California's Marshall School of Business, a Master of Science in electrical engineering from California State University, Los Angeles, and a Bachelor of Science in aerospace engineering from the University of California, Los Angeles.

None of the Nominees for election as a director of the Corporation is, or was within the ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to cease trade order or an order that denied such company access to any exemption under securities legislation that was, in each case, in effect for a period of more than 30 consecutive days and that was issued while that person was acting in such capacity or that was issued after that person ceased to act in such capacity and which resulted from an event that occurred while that person was acting in such capacity.

None of the Nominees for election as a director of the Corporation is, or was within the ten years prior to the date hereof, a director or executive officer of any company that, while that person was acting in such capacity, or within a year of that person ceasing to act in such 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.

None of the Nominees for election as a director of the Corporation has within the ten years prior to the date hereof 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 his assets.

None of the Nominees for election as a director of the Corporation has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Shareholders will be asked to pass the following ordinary resolution to elect the Resulting Issuer Slate in connection with completion of the Transaction, substantially in the following form:

“ BE IT HEREBY RESOLVED that:

(a) subject to, and conditional and effective upon completion of the Transaction, the number of directors be fixed at four (4), and the election of Aziz Rahimtoola, Paula Madison, Muizz Kheraj and Carl Farrell, as directors of the Resulting Issuer, to hold office until the next annual general meeting of the Shareholders, or until their successors are duly elected or appointed, is hereby approved.”

The persons named in the form of proxy accompanying this Circular intend to vote FOR the election of the Nominees whose names are set forth above, unless the Shareholder of the Corporation who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the election of directors of the Corporation.

2. Number of Directors

On or following closing of the Transaction, the Resulting Issuer may seek to increase the size of the board of directors of the Corporation, subject to and in accordance with the policies of the TSXV and applicable corporate and securities laws. In order to facilitate this, and to permit the board of directors to increase the size of the board and fill such vacancy(ies) prior to the Resulting Issuer’s next annual general meeting, subject to applicable corporate and securities laws and policies of the TSXV, Shareholders will be asked to pass the following special resolution (the “Directors Resolution” ) to empower the directors of the Corporation to determine the number of directors of the Corporation from time to time within the minimum and maximum provided for in the articles of the Corporation, substantially in the following form:

“ BE IT HEREBY RESOLVED that:

(a) The directors of the Corporation are empowered by special resolution of the Shareholders to determine the number of directors of the Corporation from time to time within the minimum and maximum provided for in the articles of the Corporation.”

The Board unanimously recommends that Shareholders vote in favour of the Directors Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Directors Resolution.

3. Approval of Change of Capital Structure

Shareholders will be asked at the Meeting to pass a special resolution (the “ Amendment Resolution ”) approving an amendment to the Corporation’s articles of incorporation (the “ Articles ”) to amend the rights, privileges, restrictions and conditions of the existing class of Common Shares and to create a new class of shares designated as convertible restricted voting shares (the “ Restricted Voting Shares ”). The proposed rights, privileges, restrictions and conditions of the Common Shares, as amended, and the Restricted Voting Shares are set out in Schedule “B” to this Circular.

Holders of Restricted Voting Shares shall be entitled to one (1) vote for each Restricted Voting Share on matters to be voted on by shareholders of the Resulting Issuer after the completion of the Transaction. The Restricted Voting Shares carry no entitlement for the holder thereof to vote for the election or removal of the directors of the Corporation. The Restricted Voting Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Resulting Issuer, assuming completion of the Transaction, that are held by “U.S. persons” for purposes of determining whether the Resulting Issuer is a “foreign private issuer” for purposes of United States securities laws. In connection with the Transaction, the Corporation intends to issue Restricted Voting Shares as consideration to the shareholders of Sabio and the holders of Finco shares acquired by way of the Private Placement.

There is a restriction on the transfer of Restricted Voting Shares. No Restricted Voting Shares shall be transferred by any holder thereof pursuant to an exclusionary offer (“ Exclusionary Offer ”) unless, concurrently with the Exclusionary Offer, an offer to acquire Common Shares is made that is identical to the Exclusionary Offer in terms of price per share, percentage of outstanding shares to be taken up (exclusive of Common Shares owned immediately before the Exclusionary Offer by the offeror) and in all other material respects.

To be effective, the Amendment Resolution requires the affirmative vote of not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. In addition, the Amendment Resolution will be used to approve a “restricted security reorganization” pursuant to National Instrument 41-101 – General Prospectus Requirements and Ontario Securities Commission Rule 56-501 – Restricted Shares (the “ Restricted Share Rules ”). The Restricted Share Rules require that a restricted security reorganization receive prior majority approval of the securityholders of the Corporation in accordance with applicable law, excluding any votes attaching to securities held, directly or indirectly, by affiliates of the Corporation or control persons of the Corporation. To the knowledge of management of the Corporation, there are no Shareholders qualifying as an affiliate or control person of the Corporation, and therefore it is not anticipated that any Common Shares will be excluded from voting on the Amendment Resolution under the Restricted Share Rules.

It is a condition precedent to the completion of the Transaction that the Shareholders approve the Amendment Resolution. If the Amendment Resolution does not receive the requisite approval, the Transaction will not proceed, unless such condition precedent is waived by Sabio.

The complete text of the Amendment Resolution to be placed before the Meeting authorizing the amendment to the Articles, to amend the rights, privileges, restrictions and conditions of the existing class of Common Shares and to create a new class of shares designated as Restricted Voting Shares is as follows:

“ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

the articles of incorporation of the Corporation are altered to:

(a) amend the rights, restrictions, privileges and conditions of the existing class of Common Shares without par value such that the Common Shares, as amended, will have the rights, restrictions, privileges and conditions as set out in Schedule “B”;
(b) create a new class of Restricted Voting Shares without par value, the rights, restrictions, privileges and conditions as set out in Schedule “B”;
(c) any one director or officer be and is hereby authorized to send to the Director appointed under the Business Corporations Act (Ontario) articles of amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file articles of amendment in the prescribed form in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and
(d) notwithstanding approval of the shareholders of the Corporation as herein provided, the board of directors may, in its sole discretion, revoke the special resolution before it is acted upon without further approval of the shareholders of the Corporation.”

4. Name Change

At the Meeting, Shareholders will be asked to consider a special resolution (the “ Name Change Resolution ”), authorizing the Board to amend the articles of the Corporation to change the name of the Corporation to “Sabio Inc.”, or such other name that is acceptable to the Board and Sabio, in order to reflect that its principal business going forward will be the continuation of activities of Sabio. The Resulting Issuer Shares are expected to trade under the symbol “SBIO” (or such other symbol as may be determined by Sabio).

If the Name Change Resolution is approved by Shareholders and the Board decides to implement the Name Change, the Corporation will file articles of amendment pursuant to the OBCA to amend the articles of the Corporation. Such articles of amendment will be filed at a date to be determined by the Board to be in the best interests of the Corporation. The Name Change will become effective on the date shown in the certificate of amendment issued under the OBCA

and it is expected that, if the Name Change Resolution is approved by the Shareholders at the Meeting and the Transaction is completed, the Name Change will become effective at the closing of the Transaction.

The Name Change remains subject to all regulatory approvals, including approval from the TSXV.

The complete text of the Name Change Resolution to be placed before the Meeting authorizing the change of the name of the Corporation is as follows:

“ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

(a) the articles of the Corporation are amended to change the name of the Corporation to “Sabio Inc.” or such other name as the board of directors, in its sole discretion, deems appropriate and the Director appointed under the Business Corporations Act (Ontario) may permit;
(b) any one director or officer be and is hereby authorized to send to the Director appointed under the Business Corporations Act (Ontario) articles of amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file articles of amendment in the prescribed form in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and
(c) notwithstanding approval of the shareholders of the Corporation as herein provided, the board of directors may, in its sole discretion, revoke the special resolution before it is acted upon without further approval of the shareholders of the Corporation.”

The Board unanimously recommends that Shareholders vote in favour of the Name Change Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Name Change Resolution.

5. Consolidation of the Common Shares

At the Meeting, the Shareholders will be asked to consider and, if thought appropriate, pass, with or without variation, a special resolution (the “ Consolidation Resolution ”) authorizing the directors of the Corporation to consolidate the Common Shares of the Corporation on the basis of a ratio of one (1) post-consolidation Common Share for up to 15.91 pre-consolidation Common Shares, with such ratio to be definitively determined by the Board at its sole discretion, with effect on a date to be determined by the Board at its sole discretion (the “ Consolidation ”). So long as the Consolidation does not exceed a ratio of one (1) post-consolidation Common Share for 15.91 pre-consolidation Common Shares, the Board may choose any consolidation ratio that it determines is in the best interest of the Corporation.

The Consolidation is proposed to be completed in connection with, and conditional upon, the completion of the Transaction. Management believes that the Consolidation is in the best interests of the Corporation in order to complete the Transaction.

If the Consolidation would otherwise result in a Shareholder holding a fraction of a Common Share, no fraction or fractional certificate will be issued, and a Shareholder will not receive a whole Common Share for each such fraction held. In all other respects, the post-consolidated Common Shares will have the same attributes as the existing Common Shares. If the Consolidation is effected, the exercise or conversion price and the number of Common Shares issuable under outstanding incentive stock options will also be proportionately adjusted.

Principal Effects of the Share Consolidation

The Consolidation will affect all Shareholders uniformly. Except for any variances attributable to fractional shares, the change in the number of issued and outstanding Common Shares that will result from the Consolidation will cause no change in the capital attributable to the Common Shares and will not materially affect any Shareholder’s percentage

ownership in the Corporation, even though such ownership will be represented by a smaller number of Common Shares.

In addition, the Consolidation will not affect any Shareholder’s proportionate voting rights. Each Common Share outstanding after the Consolidation will be entitled to one vote. Assuming a consolidation ratio of one (1) postconsolidation Common Share for 15.91 pre-consolidation Common Shares, the number of issued and outstanding Common Shares will be reduced from 11,615,000 Common Shares to approximately 730,043 post-Consolidation Common Shares (subject to adjustment for fractional shares) as a result of the Consolidation.

In general, the Consolidation will not be considered to result in a disposition of Common Shares by Shareholders for Canadian federal income tax purposes. The aggregate adjusted cost base to a Shareholder for such purposes of all Common Shares held by the Shareholder will not change as a result of the Consolidation; however, the Shareholders’ adjusted cost base per Common Share will increase proportionately. This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any Shareholder. It is not exhaustive of all federal income tax considerations. Accordingly, Shareholders should consult their own tax advisors having regard to their own particular circumstances.

Effect on Non-Registered Shareholders

Beneficial Shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for registered common shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

Certain Risks associated with the Consolidation

The effect of the Consolidation upon the market price of the Common Shares cannot be predicted with any certainty, and the history of similar share consolidations for corporations similar to the Corporation is varied. There can be no assurance that the total market capitalization of the Common Shares immediately following the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. In addition, there can be no assurance that the per-share market price of the Common Shares following the Consolidation will remain higher than the per-share market price immediately before the Consolidation or equal or exceed the direct arithmetical result of the Consolidation. In addition, a decline in the market price of the Common Shares after the Consolidation may result in a greater percentage decline than would occur in the absence of the Consolidation. Furthermore, the Consolidation may lead to an increase in the number of Shareholders who will hold “odd lots”; that is, a number of shares not evenly divisible into board lots (a board lot is either 100, 500 or 1,000 shares, depending on the price of the shares). As a general rule, the cost to Shareholders transferring an odd lot of Common Shares is somewhat higher than the cost of transferring a “board lot”. Nonetheless, despite the risks and the potential increased cost to Shareholders in transferring odd lots of post-Consolidation Common Shares, the Board believes the Consolidation is in the best interests of all Shareholders.

No Dissent Rights

Under the OBCA , Shareholders do not have dissent and appraisal rights with respect to the proposed Consolidation.

Resolution

In order to pass the Consolidation Resolution, at least two-thirds of the votes cast by the holders of Common Shares present at the Meeting in person or by proxy must be voted in favour of the Consolidation Resolution. If the Consolidation Resolution does not receive the requisite shareholder approval, the Corporation will continue with its present share capital. The Corporation requests Shareholders to consider and, if thought advisable, to approve an ordinary resolution substantially in the form set out below:

“ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

(a) the board of directors of the Corporation, subject to receipt of all regulatory approvals including from the TSX Venture Exchange, be and is hereby authorized to consolidate the total number of issued and outstanding

Common Shares of the Corporation on the basis of one (1) post-consolidation common share of the Corporation for up to every 15.91 pre-consolidation Common Shares of the Corporation currently outstanding, with the exact ratio of consolidation of Common Shares of the Corporation to be determined by the Board in its sole discretion, with any resulting fractions of post-consolidation Common Shares being rounded down to the nearest whole number of post-consolidation common shares;

(b) the directors of the Corporation are hereby authorized to amend the articles of incorporation of the Corporation such that all of the Corporation’s common shares be consolidated to effect the Consolidation;
(c) the effective date of such Consolidation shall be the date shown in the certificate of amendment issued by the director appointed under the Business Corporations Act (Ontario) or such other date indicated in the articles of amendment provided that, in any event, such date shall be prior to the date of the next annual meeting of shareholders;
(d) in the event that the Consolidation would otherwise result in the issuance of a fractional Common Share, no fractional common share shall be issued and such fraction would be rounded down to the nearest whole number;
(e) any officer or director of the Corporation is hereby authorized to sign, for and on behalf of the Corporation, and file the articles of amendment and deliver any document and to do all things and to sign any other document which he, in his sole discretion, may deem necessary or useful in order to give effect to this special resolution, including the determination of the effective date of the Consolidation and the filing of all appropriate documents with the TSX Venture Exchange so as to obtain its approval for the Consolidation; and
(f) notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the Shareholders of the Corporation, to revoke this special resolution.”

The Board unanimously recommends that Shareholders vote in favour of the Consolidation Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Consolidation Resolution.

6. Adoption of New By-Laws

Shareholders will be asked at the Meeting to pass an ordinary resolution ( “By-Laws Resolution” ) confirming the adoption of a new By-Law No. 1 of the Corporation (the “New By-Laws” ), the full text of which is set out in Schedule “C” to this Circular and repealing the existing by-laws of the Corporation.

The Board intends to approve the New By-Laws prior to the Meeting and seeks to have shareholders confirm the New By-Laws, as required by the OBCA. The purpose of the New By-Laws is to restate the Corporation’s previous bylaws in a clear and streamlined manner in anticipation of the Transaction and to bring the Corporation’s By-Laws into better alignment with current corporate governance practices. The New By-Laws will be the by-laws of the Resulting Issuer. It is recommended by the Board of the Corporation to repeal the former by-laws and adopt the New By-Laws to give effect to necessary requirements.

The Board unanimously recommends that Shareholders vote in favour of the By-Laws Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the By-Laws Resolution.

The Corporation requests Shareholders to consider and, if thought advisable, to approve a resolution substantially in the form set out below:

“ BE IT HEREBY RESOLVED as an ordinary resolution:

(a) to confirm and ratify the adoption, without any amendment, of new by-laws of the Corporation, the whole text of which is set forth in Schedule “C” of this Circular (the “ New By-Laws ”);

(b) The former by-laws of the Corporation, and all other by-laws adopted by the Corporation prior to the adoption of the New By-Laws, if any, are repealed as of the coming into force of the New By-Laws. Such repeal shall not affect the previous operation of the former by-laws or other by-laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under such former by-laws or other by-laws; and
(c) any one director or officer be and is hereby authorized to send to the Director appointed under the Business Corporations Act (Ontario) new by-laws of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file the new by-laws in the prescribed form in order to give effect to this ordinary resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this ordinary resolution.”

7. Approval of Amended and Restated Share Option Plan

Following completion of the Transaction and subject to the approval of the applicable securities exchange and the Shareholders, it is intended that the Resulting Issuer will adopt the Amended and Restated Share Option Plan in substantially the form attached as Schedule “D” to this Circular, which will be the securities based compensation plan of the Resulting Issuer (together with the Legacy Option Plan) following completion of the Transaction and will be effective only after the closing of the Transaction. The Amended and Restated Share Option Plan is subject to shareholder approval and acceptance by the TSXV and accordingly, certain provisions of the Amended and Restated Share Option Plan may require subsequent amendments in order to address comments raised by the TSXV (the “TSXV Amendments” ) which the TSXV may consider material. Assuming receipt of such approval and acceptance, upon closing of the Transaction, the Amended and Restated Share Option Plan is intended to amend and restate, in its entirety, the existing Option Plan of the Corporation.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to confirm, ratify and approve adoption of the Amended and Restated Share Option Plan. The resolution approving the Amended and Restated Share Option Plan (the “Share Option Plan Resolution” ) requires approval by a majority of votes of disinterested Shareholders cast on the resolution. In order to achieve disinterested Shareholder voting, all parties who are eligible participants under the Amended and Restated Share Option Plan, who in aggregate, hold or control, directly or indirectly, 2,000,000 Common Shares, including the following directors and officers the Corporation, will be excluded from the vote: Matthew Wood, Ali Haji and Bataa Tumur-Ochir.

Summary of the Amended and Restated Share Option Plan

The Amended and Restated Share Option Plan is designed to provide certain directors, officers and other key employees of the Corporation, as well as consultants of the Corporation, with incentive share options at the discretion of the Board. The Amended and Restated Share Option Plan includes a sub-plan (the “U.S. Sub-Plan” ), which provisions are only applicable U.S. Participants, and specific terms and conditions applicable to California participants, all as more particularly set out in the Amended and Restated Share Option Plan and summarized below.

Similar to the existing stock option plan of the Corporation, the Amended and Restated Share Option Plan will provide for and encourage ownership of Common Shares by its directors, officers, key employees and consultants, and management of the Corporation believes the Amended and Restated Share Option Plan will assist the Corporation in attracting and maintaining the services of senior executives and other employees by allowing the Corporation to grant share incentive compensation that is competitive with other companies in the Corporation’s industry. Any option granted pursuant to the existing stock option plan of the Corporation that is outstanding at the time the Amended and Restated Share Option Plan comes into effect shall be deemed to have been issued under the Amended and Restated Share Option Plan and shall be governed by the terms and conditions of the Amended and Restated Share Option Plan.

The following summary assumes that the Amended and Restated Share Option Plan will be approved by the Shareholders at the Meeting and is subject to the specific provisions of the Amended and Restated Share Option Plan.

Capitalized terms used in this section and not otherwise defined have the meanings ascribed thereto in the Amended and Restated Share Option Plan attached as Schedule “D” to this Circular. The material terms of the Option Plan are as follows:

(a) Maximum Number of Shares Reserved For Issuance: The aggregate number of Common Shares issuable upon the exercise of all Options granted under the Amended and Restated Share Option Plan and Common Shares reserved for issuance under the Legacy Option Plan and any other share compensation arrangement of the Corporation may not exceed in aggregate 10% of the outstanding Common Shares at the time of any Option grant.
(b) Eligible Participants and Grant of Options: Options to purchase Common Shares may be granted under the Amended and Restated Share Option Plan to Service Providers (which includes directors, officers, key employees and consultants) of the Corporation, or its affiliates, from time to time by the Board. Option grants shall be governed by an Option Agreement, detailing the terms of such Options, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.
(c) Exercise Price: The Exercise Price of an Option will be set by the Board at the time such Option is allocated, and cannot be less than the Discounted Market Price (as defined by Policy 1.1 of TSX Venture Exchange Policies).
(d) Term: An Option can be exercisable for a maximum of 10 years from the Grant Date. Notwithstanding the foregoing, should the Expiry Date for an Option fall within a Blackout Period, or within nine Business Days following the expiration of a Blackout Period, such Expiry Date shall, subject to approval of the TSX Venture, be automatically extended to that day which is the tenth Business Day after the end of the Blackout Period. With respect to U.S. Participants, if the Expiry Date of an Incentive Stock Option is so extended, such Option shall automatically become a Nonstatutory Stock Option.
(e) Restrictions on Issuances: The following restrictions on issuances of Options are applicable under the Amended and Restated Share Option Plan:
- (i) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares, unless the Corporation has obtained Disinterested Shareholder Approval to do so;
- (ii) the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture; and
- (iii) the aggregate number of Options granted to any one Consultant in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture.
(f) Reissuance of Options: In the event an Option expires unexercised, terminated or otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be eligible for re-issuance.
(g) Administration: The Board will be responsible for the general administration of the Amended and Restated Share Option Plan and the proper execution of its provisions, the interpretation of the Amended and Restated Share Option Plan and the determination of all questions arising thereof, including the specifically enumerated powers set out in the Amended and Restated Share Option Plan.
(h) Withholdings: The Corporation may implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law.

(i) Amendments: The Board has the right, in its absolute discretion, to at any time amend, modify or terminate the Amended and Restated Share Option Plan with respect to all Common Shares in respect of Options that have not yet been granted. Any amendment to any provision of the Amended and Restated Share Option Plan will be subject to any necessary Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of the Amended and Restated Share Option Plan to Service Providers. Options may be amended, subject to certain restriction, including that: (A) the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture and the date of the last amendment of the Exercise Price; (B) An Option must be outstanding for at least one year before the Corporation may extend its term; and (C) any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option. Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may, in its absolute discretion, amend or modify the Amended and Restated Share Option Plan or any Option granted as follows:
(i) it may make amendments which are of a typographical, grammatical or clerical nature only;
(ii) it may change the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSX Venture, if applicable;
(iii) it may change the termination provision of an Option granted hereunder that does not entail an extension beyond the original Expiry Date of such Option;
(iv) it may make amendments necessary as a result in changes in securities laws applicable to the Corporation, including, but not limited to applicable U.S. securities laws;
(v) if the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and
(vi) it may make such amendments as reduce, and do not increase, the benefits of the Amended and Restated Share Option Plan to Service Providers.
(j) Disinterested Shareholder Approval: The Corporation will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:
(i) the Amended and Restated Share Option Plan, together with all of the Corporation’s other previous Share Compensation Arrangements, could result at any time in: (A) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that the Amended and Restated Share Option Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; (B) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that the Amended and Restated Share Option Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or (C) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares; or
(ii) any reduction in the Exercise Price of an Option previously granted to an Insider.
(k) Vesting: Vesting of Options shall be at the discretion of the Board, provided that Options granted to Consultants conducting Investor Relations Activities will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting or such longer vesting period as the Board may determine. In the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately.

(l) Take Over Bids: If a Take Over Bid is made to the shareholders generally then the Board will have the discretion to determine to accelerate the vesting of outstanding Options such that such Options may be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies and subject to any additional limitations imposed by the Board.
(m) Changes of Control : Subject to the specific terms as to vesting contained in any Option Agreement, the Board will have the discretion, but not the obligation, to accelerate the vesting of all or any portion of any Options that are outstanding and subject to vesting in the event of a Change of Control. In the event of a determination of the Board to accelerate vesting, and unless otherwise determined by the Board, the Options shall be deemed to have immediately vested upon the occurrence of the Change of Control. The foregoing provisions will not apply to Options granted to a Person engaged in Investor Relations Activities.
(n) Exercise of Options in the Event of Termination, etc.: Options may be exercised after the Service Provider has left his/her/their employ/office or has been advised by the Corporation that his/her/their services are no longer required or his/her/their service contract has expired, until the term applicable to such Options expires, except as follows:
(i) in the case of the death of an Optionee, any vested Option held by the Optionee at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;
(ii) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Corporation, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Corporation; and
(iii) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.
(o) Non-Transferable: Except in certain limited circumstances as set out in the Amended and Restated Share Option Plan, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.
(p) Adjustments and Corporate Transactions: The number of Common Shares subject to an Option will be subject to adjustment in certain circumstances as set out in the Amended and Restated Share Option Plan, including in the event of consolidation, subdivision, capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Corporation, a consolidation, merger or amalgamation of the Corporation with or into any other company or a sale of the property of the Corporation as or substantially as an entirety at any time while an Option is in effect. In addition, in the event that the Corporation undertakes a Change of Control or other corporate transaction (e.g., stock sale, merger, sale of all or substantially all assets or other similar transaction): (i) subject to applicable securities laws and the TSX Venture Policies, the Board may provide that any escrow, holdback, earn-out or similar provisions in the transaction may apply to any payment made in respect of an Option to the same extent and in the same manner as such provisions apply to the Corporation’s shareholders (or, with such variations from the treatment of the Corporation’s shareholders as the Board, in its discretion, determines are necessary or advisable to effectuate the transaction); and (ii) subject to applicable securities laws and the TSX Venture Policies, all Options outstanding on the effective date of the transaction shall be treated in the manner described in the definitive agreement with respect to the transaction (or, if applicable, in the manner determined by the Board), which agreement or determination need not treat all Options (or all portions of an Option) in an identical manner, including such treatment as set out in the Amended and Restated Share Option Plan.

(q) Substitutions and Assumptions: The Corporation may substitute or assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either: (i) granting an Option under the Amended and Restated Share Option Plan in substitution of such other entity’s award; or (ii) assuming and/or converting such award as if it had been granted under the Amended and Restated Share Option Plan if the terms of such assumed award could be applied to an Option granted under the Amended and Restated Share Option Plan. Any such substitution or assumption shall be subject to certain terms and conditions as set out in the Amended and Restated Share Option Plan.
(r) U.S. Sub-Plan: The U.S. Sub-Plan applies to the grant of Options to Service Providers who are either U.S. residents or U.S. taxpayers, and is designed to facilitate compliance with U.S. tax, securities and other applicable laws, and to permit the Corporation to issue tax-qualified Incentive Stock Options to eligible U.S. Participants. The U.S. Sub-Plan includes the following provisions, which summary is, for greater certainty, subject to the specific provisions of the Amended and Restated Share Option Plan:
(i) Contradiction with Other Provisions: In any case of an irreconcilable contradiction (as determined by the Board) between the provisions of the U.S. Sub-Plan and the other provisions of the Amended and Restated Share Option Plan, the provisions of the U.S. Sub-Plan will govern and supersede any such contradiction unless explicitly provided otherwise in the U.S. Sub-Plan.
(ii) Eligible Participants: Incentive Stock Options may be granted only to Service Providers who are employees of the Corporation or a Subsidiary in accordance with the Code. Nonstatutory Stock Options may be granted to any Service Provider, provided that Service Providers who are U.S. Participants and render services as U.S. Consultants or independent contractors (as classified under applicable U.S. law) shall be natural persons and otherwise meet the requirements of Rule 701 of the U.S. Securities Act.
(iii) Exercise Price: Subject to certain restrictions, the exercise price of each Option granted to a U.S. Participant will be not less than one hundred percent (100%) of the Fair Market Value of the Common Shares subject to the Option on the date the Option is granted.
(iv) Vesting: A Nonstatutory Stock Option may, at the Board’s discretion, include a provision whereby the U.S. Participant may elect at any time before the U.S. Participant has left his/her/their employ/office or has been advised by the Corporation that his/her/their services are no longer required or his/her/their service contract has expired to exercise the Option as to any part or all of the Common Shares subject to the Option prior to the full vesting of the Option. Any unvested Common Shares so purchased may be subject to a repurchase right in favor of the Corporation or to any other restriction the Board determines to be appropriate, subject to certain restrictions and conditions as set out in the U.S. Sub-Plan.
(v) Repurchase Limitations: The terms of any repurchase right in favor of the Corporation will be specified in the applicable Option Agreement and shall be subject in all respects to the TSX Venture Policies. The repurchase price for vested Common Shares will be the Fair Market Value of the Common Shares on the date of repurchase. The repurchase price for unvested Common Shares will be the lower of: (a) the Fair Market Value of the Common Shares on the date or repurchase; and (b) the Exercise Price paid by the U.S. Participant for such Common Shares. However, to the extent necessary to avoid classification of the vested Common Shares as a liability for financial accounting purposes and, to the extent applicable, only if permitted by the TSX Venture Policies, the Corporation will not exercise its repurchase right until at least six months (or such longer or shorter period of time necessary to avoid classification of the vested Common Shares as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Option, unless otherwise specifically provided by the Board.
(vi) Transferability: Except as permitted by the U.S. Sub-Plan and subject to compliance with the TSX Venture Policies, prior to exercise, Options and Common Shares issuable upon exercise of such Options, may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner (including any “short position”, any “put equivalent position” or “call equivalent position” (as

defined in Rule 16a-1 of the U.S. Securities Exchange Act of 1934, as amended)) other than by will or by the laws of descent or distribution. The designation of a beneficiary by a U.S. Participant will not constitute a transfer. An Option and, prior to exercise, the Common Shares to be issued on exercise of such Option, may not be transferred and may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by the U.S. Sub-Plan. Subject to compliance with the TSX Venture Policies, to the extent permitted by applicable law, the Board may in its sole discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members.

(vii) Limits for 10% Stockholders: A person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or any Subsidiary, will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the Grant Date and the Option is not exercisable after the expiration of five (5) years from the Grant Date.
(viii) No Transfer of Incentive Stock Options: As provided by Section 422(b)(5) of the Code, and if permitted by the Amended and Restated Share Option Plan, an Incentive Stock Option will not be transferable except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the U.S. Participant only by the U.S. Participant or the U.S. Participant’s guardian or legal representative. If permitted by the TSX Venture Policies, and the Board elects to allow the transfer of an Option by a U.S. Participant that is designated as an Incentive Stock Option, such transferred Option will automatically become a Nonstatutory Stock Option.
(ix) U.S. $100,000 Limit : As provided by Section 422(d) of the Code and applicable regulations thereunder, to the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (under all plans of the Corporation and any Subsidiary) exceeds US$100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option.
(x) Post-Termination Exercise Period: To obtain the U.S. federal income tax advantages associated with an Incentive Stock Option, the U.S. Internal Revenue Code requires that at all times beginning on the Grant Date and ending on the day three (3) months before the date of exercise of the Option, the U.S. Participant must be an employee of the Corporation or a Subsidiary (except in the event of the U.S. Participant’s death or Disability, in which case longer periods apply).
(xi) Disqualifying Disposition: If a U.S. Participant disposes of Common Shares acquired upon exercise of an Incentive Stock Option within two years from the Grant Date or one year after such Common Shares were acquired pursuant to exercise of such Option, the U.S. Participant shall notify the Corporation in writing of such disposition.
(xii) Approval Requirements: In addition to any shareholder approval requirements under the TSX Venture Policies, continuance of the U.S. Sub-Plan shall be subject to approval by the shareholders of the Corporation within twelve (12) months before or after the date the U.S. Sub-Plan is adopted by the Board.
(xiii) Amendment and Termination: No amendment, suspension or termination of the U.S. Sub-Plan may materially adversely affect any Options granted previously to any U.S. Participant without the consent of the U.S. Participant. Subject to compliance with the TSX Venture Policies, the Board may amend, modify or terminate any outstanding Option granted to a U.S. Participant, provided that the U.S. Participant’s consent to such action shall be required unless the Board determines that the

action, taking into account any related action, would not materially and adversely affect the U.S. Participant.

(s) Terms Applicable to California Participants: A U.S. Participant located in California shall receive Nonstatutory Stock Options and Incentive Stock Options that comply with certain provisions, including the following, which summary is, for greater certainty, subject to the specific provisions of the Amended and Restated Share Option Plan:
(i) A person shall not be eligible for the grant of a Security if, at the time of grant, either the offer or the sale of the Corporation’s securities to such person is not exempt under Rule 701 of the U.S. Securities Act because of the nature of the services that the person is providing to the Corporation and/or any Affiliate, or because such person is not a natural person, or as otherwise provided by Rule 701, unless the Corporation determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the U.S. Securities Act, as well as comply with the securities laws of all other relevant jurisdictions.
(ii) In the event a California Participant’s employment or service with the Corporation or a Subsidiary terminates (other than upon the California Participant’s death or Disability), the California Participant shall have at least 30 days after termination of employment to exercise the California Participant’s Option (to the extent that the California Participant was entitled to exercise such Option as of the date of termination), or, if earlier, until the expiration of the term of the Option as set forth in the applicable agreement. If, after termination, the California Participant does not exercise the California Participant’s Option within the time specified in the applicable agreement, the Option shall terminate.
(iii) In the event that a California Participant’s employment or service with the Corporation or a Subsidiary terminates as a result of the California Participant’s Disability, the California Participant shall have at least six months to exercise the Participant’s Option (to the extent that the California Participant was entitled to exercise such Option as of the date of termination), or, if earlier, until the expiration of the term of the Option as set forth in the applicable agreement. If, after termination, the California Participant does not exercise the California Participant’s Option within the time specified herein, the Option shall terminate.
(iv) In the event: (i) a California Participant’s employment or service with the Corporation or a Subsidiary terminates as a result of the California Participant’s death; or (ii) the California Participant dies within the post-termination exercise period (if any) specified in the Option after the termination of the California Participant’s employment for a reason other than death, then the Option shall be exercisable (to the extent the California Participant was entitled to exercise such Option as of the date of death) by the California Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the California Participant’s death for at least six (6) months following the date of death or, if earlier, until the expiration of the term of such Option as set forth in the applicable agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.
(v) In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Common Shares without the receipt of consideration by the Corporation, the number of Common Shares covered by, and the exercise price of, each Option will, without further action of the Corporation, by proportionally adjusted to reflect such event, and the Corporation shall make such other adjustments as may be required by Section 25102(o) of the California Corporations Code.
(vi) The Corporation shall furnish summary financial information (audited or unaudited) of the Corporation’s financial condition and results of operations, consistent with the requirements of applicable laws, at least annually to each California Participant during the period such California Participant has one or more Options outstanding, and in the case of an individual who acquired Common Shares pursuant to the Plan, during the period such California Participant owns such

Common Shares; provided, however, the Corporation shall not be required to provide such information if: (i) the issuance is limited to key persons whose duties in connection with the Corporation assure their access to equivalent information; or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the U.S. Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.

(vii) In addition to any shareholder approval requirements under the TSX Venture Policies, shareholders representing a majority of the Corporation’s outstanding securities entitled to vote must approve the Plan (including the U.S. Sub-Plan and this Appendix A) by the later of (a) 12 months after the date the Plan is adopted or (b) 12 months after the granting of any Option to a California Participant.

The Board unanimously recommends that Shareholders vote in favour of the Share Option Plan Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Share Option Plan Resolution.

The Corporation requests Shareholders to consider and, if thought advisable, to approve a resolution substantially in the form set out below:

“ BE IT HEREBY RESOLVED as an ordinary resolution:

(a) the amended and restated share option plan (the “Amended and Restated Share Option Plan” ), substantially in the form attached as Schedule “D” to the Circular of the Corporation dated September 8, 2021, is hereby confirmed, ratified and approved as a share option plan of the Corporation with effect as at, or immediately after, the time of the completion of the Transaction or such other time or date as the Board of Directors of the Corporation may determine, subject to any TSXV Amendments which may be subsequently required in order to comply with TSXV policies and the Board of Directors of the Corporation are hereby authorized to make the TSXV Amendments;
(b) the Corporation be and is hereby authorized to grant stock option for up to 10% of the Common Shares of the Corporation outstanding from time to time pursuant and subject to the terms and conditions of the Amended and Restated Share Option Plan;
(c) the previous existing stock options granted to directors, officers, employees and others be and are hereby ratified, confirmed and approved, and that all existing stock options becoming subject to the provisions of the Amended and Restated Share Option Plan upon such plan taking effect in accordance with these resolutions;
(d) any director or officer be and is hereby authorized to make any and all additions, deletions and modifications to the Amended and Restated Share Option Plan as may be necessary or advisable to give effect to this ordinary resolution or as may be required by applicable regulatory authorities including any stock exchange on which the Corporation’s shares are or will be listed, without further approval of the Shareholders of the Corporation; and
(e) any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution, and notwithstanding approval of the shareholders of the Corporation as herein provided, the Board may, in its sole discretion, determine not to adopt the Amended and Restated Share Option Plan without further approval of the shareholders of the Corporation.”

8. Approval of Legacy Stock Option Plan

Plan, a separate incentive plan (the “Legacy Option Plan” ) in substantially the form attached as Schedule “E” to this Circular in order to assume the stock options outstanding under Sabio’s existing 2016 Stock Option Plan (the “Sabio Option Plan” ) immediately prior to completion of the Transaction. Aside from the assumption of such outstanding Sabio options, no further grants or awards shall be made under Sabio Option Plan or under the Legacy Option Plan. As at the date of this Circular, under the Sabio Option Plan there are 827,001 options outstanding (3,003,195 on a post-consolidation basis). The Legacy Option Plan is subject to shareholder approval and acceptance by the TSXV and accordingly, certain provisions of the Legacy Option Plan may require subsequent amendments in order to address comments raised by the TSXV (the “TSXV Legacy Option Amendments” ) which the TSXV may consider material.

In connection with the completion of the Transaction, the options outstanding under the Sabio Option Plan shall be exchanged for 3,003,195 options of the Resulting Issuer granted under the Legacy Option Plan. Following the grant of these awards, the Resulting Issuer will not grant any additional awards under the Legacy Option Plan. The Legacy Option Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the Legacy Option Plan.

The resolution approving the Legacy Option Plan (the “Legacy Option Plan Resolution” ) requires shareholder approval.

Summary of the Legacy Option Plan

The Legacy Option Plan is designed to allow the Resulting Issuer to assume the stock options outstanding under the Sabio Option Plan (the “Original Sabio Options” ) immediately prior to completion of the Transaction on terms similar, in certain material respects, to the current terms of such stock options, and to allow such stock options to continue to be characterized as incentive stock options under applicable U.S. laws. The following summary assumes that the Legacy Option Plan will be approved by the Shareholders at the Meeting and is subject to the specific provisions of the Legacy Option Plan. Capitalized terms used in this section and not otherwise defined have the meanings ascribed thereto in the Legacy Option Plan attached as Schedule “E” to this Circular. The Legacy Option Plan is substantially similar to the Amended and Restated Share Option Plan in all material respects except as follows:

(a) Exercise Price, Expiry Date and Vesting: The exercise price, expiry date and vesting schedule of each Option granted under the Legacy Option Plan shall be the exercise price, expiry date and vesting schedule of the respective Original Sabio Option, where the exercise price shall be adjusted to account for consolidations and currency exchange rates and shall be less than the Discounted Market Price.
(b) Termination Period: Options granted under the Legacy Option Plan shall be subject to the following termination provisions:
(i) in the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Options, exercise the Options during the termination period set forth in the Option Agreement;
(ii) in the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within six (6) months following the date of such termination, exercise the Options to the extent Optionee is vested in the Options;
(iii) in the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s death, or in the event of Optionee’s death within thirty (30) days following Optionee’s Termination Date, the Options may be exercised at any time within twelve (12) months following the date of death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise the Options by bequest or inheritance, but only to the extent Optionee is vested in the Options; and
(iv) in the event of termination of Optionee’s Continuous Service Status for Cause, the Options (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If Optionee’s Continuous Service Status is

suspended pending an investigation of whether Optionee’s Continuous Service Status will be terminated for Cause, all Optionee’s rights under the Options, including the right to exercise the Options, shall be suspended during the investigation period.

The Board unanimously recommends that Shareholders vote in favour of the Legacy Option Plan Resolution. The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Legacy Option Plan Resolution.

The Corporation requests Shareholders to consider and, if thought advisable, to approve a resolution substantially in the form set out below:

“ BE IT HEREBY RESOLVED as an ordinary resolution:

(a) the legacy option plan (the “Legacy Option Plan” ), substantially in the form attached as Schedule “E” to the Circular of the Corporation dated September 8, 2021 is hereby confirmed, ratified and approved as a share option plan of the Corporation with effect as at, or immediately after, the time of the completion of the Transaction or such other time or date as the Board of Directors of the Corporation may determine, subject to any TSXV Legacy Option Amendments which may be subsequently required in order to comply with TSXV policies and the Board of Directors of the Corporation are hereby authorized to make the TSXV Legacy Option Amendments;
(b) a maximum of 3,003,195 Common Shares be and are hereby made available for issuance in accordance with the terms of the Legacy Option Plan;
(c) any director or officer be and is hereby authorized to make any and all additions, deletions and modifications to the Legacy Option Plan as may be necessary or advisable to give effect to this ordinary resolution or as may be required by applicable regulatory authorities including any stock exchange on which the Corporation’s shares are or will be listed, without further approval of the Shareholders of the Corporation; and
(d) any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this resolution, and notwithstanding approval of the shareholders of the Corporation as herein provided, the Board may, in its sole discretion, determine not to adopt the Legacy Option Plan without further approval of the shareholders of the Corporation.”

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com. Financial information of the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation for the most recently completed financial year, which are also available on SEDAR. Copies of the Corporation’s financial statements and management’s discussion and analysis may be obtained, without charge, upon request from 400-90 Adelaide St. W., Toronto, Ontario M4H 4A6, Attention: Ali Haji.

BOARD APPROVAL

The contents of this Circular and the sending hereof to the Shareholders of the Corporation have been approved by the Board.

DATED at Toronto, Ontario this 8[th] day of September, 2021.

(signed) “Matthew Wood” Matthew Wood Chief Executive Officer & Director

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SCHEDULE “A” SPIRIT BANNER II CAPITAL CORP. AUDIT COMMITTEE CHARTER

MANDATE

The Audit Committee (“ Committee ”) is a committee of the board of directors (the “ Board ”). Its primary function shall be to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting and disclosure requirements, the overall maintenance of the systems of internal controls that management have established and the overall responsibility for Spirit Banner II Capital Corporation’s (the “ Company ”) external and internal audit processes.

The Committee shall have the power to conduct or authorize investigations into any matter within the scope of this Charter. It may request any officer or employee of the Company, its external legal counsel or external auditor to attend a meeting of the Committee or to meet with any member(s) of the Committee.

The Committee shall be accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Committee shall maintain an open communication between the Company’s outside auditor and the Board.

The responsibilities of a member of the Committee shall be in addition to such member’s duties as a member of the Board.

The Committee has the duty to determine whether the Company’s financial disclosures are complete, accurate, are in accordance with international financial reporting standards and fairly present the financial position and risks of the organization. The Committee should, where it deems appropriate, resolve disagreements, if any, between management and the external auditor, and review compliance with laws and regulations and the Company’s own policies.

The Committee will provide the Board with such recommendations and reports with respect to the financial disclosures of the Company as it deems advisable.

MEMBERSHIP AND COMPOSITION

The Committee shall consist of at least three Directors who shall serve on behalf of the Board. The Board shall seek to ensure that the members of the Committee meet the independence, financial literacy and experience requirements of the TSX Venture Exchange, including Multilateral Statement 52-110, and other regulatory agencies as required.

A majority of Members will constitute a quorum for a meeting of the Committee.

The Board will appoint one Member to act as the Chairman of the Committee. In his absence, the Committee may appoint another person provided a quorum is present. The Chairman will appoint a Secretary of the meeting, who need not be a member of the committee and who will maintain the minutes of the meeting.

MEETINGS

At the request of the external auditor, the Chief Executive Officer or the Chief Financial Officer of the Company or any member of the Committee, the Chairman will convene a meeting of the Committee. In advance of every meeting of the Committee, the Chairman, with the assistance of the Chief Financial Officer, will ensure that the agenda and meeting materials are distributed in a timely manner and no less than five (5) business days before the meeting.

The Committee shall meet no less than four times per year or more frequently if circumstances or the obligations require.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee shall be as follows:

A. Financial Reporting and Disclosure

i. Review and discuss with management and the external auditor at the completion of the annual examination:

a. the Company’s audited financial statements and related notes;
b. the external auditor’s audit of the financial statements and their report thereon;
c. any significant changes required in the external auditor’s audit plan;
d. any serious difficulties or disputes with management encountered during the course of the audit; and
e. other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
ii. Review and discuss with management and the external auditor at the completion of any review engagement or other examination, the Company’s quarterly financial statements.
iii. Review, discuss with management the annual reports, the quarterly reports, the Management Discussion and Analysis, Annual Information Form, prospectus and other disclosures and, if thought advisable, recommend the acceptance of such documents to the Board for approval.
iv. Review and discuss with management any guidance being provided to shareholders on the expected future results and financial performance of the Company and provide their recommendations on such documents to the Board.
v. Inquire of the auditors the quality and acceptability of the Company’s accounting principles, including the clarity of financial disclosure and the degree of conservatism or aggressiveness of the accounting policies and estimates.
vi. Meet independently with the external auditor and management in separate executive sessions, as necessary or appropriate.
vii. Ensure that management has the proper systems in place so that the Company’s financial statements, financial reports and other financial information satisfy legal and regulatory requirements. Based upon discussions with the external auditor and the financial statement review, if it deems appropriate, recommend to the Board the filing of the audited annual and unaudited quarterly financial statements.
viii. Oversee and enforce Company’s public disclosure practices.

B. External Auditor

i. Consider, in consultation with the external auditor, the audit scope and plan of the external auditor.
ii. Recommend to the Board the external auditor to be nominated and review the performance of the auditor, including the lead partner of the external auditor.
iii. Confirm with the external auditor and receive written confirmation at least once per year as to disclosure of any investigations or government enquiries, reviews or investigations of the outside auditor.
iv. Take reasonable steps to confirm the independence of the external auditor, which shall include:
a. ensuring receipt from the external auditor of a formal written statement delineating all relationships between the external auditor and the Company, consistent with generally accepting auditing practices,
b. considering and discussing with the external auditor any disclosed relationships or services, including non-audit services, that may impact the objectivity and independence of the external auditor, and
c. approve in advance any non-audit related services provided by the auditor to the Company with a view to ensuring independence of the auditor, and in accordance with any applicable regulatory requirements, including the requirements of the TSX-V with respect to approval of non-audit related serviced performed by the auditor.

C. Internal Controls and Audit

i. Review and assess the adequacy and effectiveness of the Company’s systems of internal and management information systems through discussion with management and the external auditor to ensure that the Company maintains appropriate systems, is able to assess the pertinent risks of the Company and that the risk of a material misstatement in the financial disclosures can be detected.
ii. Assess the requirement for the appointment of an internal auditor for the Company.
iii. Inquire of management and the external auditor about the systems of internal controls that management and the Board have established and the effectiveness of those systems. In addition, inquire of management and the external auditor about significant financial risks or exposures and the steps management has taken to minimize such risks to the Company.

OVERSIGHT FUNCTION

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate or are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of management and the external auditors. The Committee, the Chairman and any Members identified as having accounting or related financial expertise are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are specifically not accountable or responsible for the day to day operation or performance of such activities. Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of the Company’s financial information or public disclosure.

CHARTER REVIEW

The Committee will annually review and reassess the adequacy of this policy and submit any recommended changes to the Board for approval.

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SCHEDULE "B"

Articles of Amendment - Spirit Banner II Capital Corp.

The Articles of the Spirit Banner II Capital Corp. (the “ Corporation ”) are amended as follows:

The authorized capital of the Corporation is altered by consolidation of all of the issued and outstanding common shares of the Corporation (the “ Common Shares ”) on the basis of one (1) post-consolidation Common Share for each 15.91 pre-consolidation Common Shares;
In the event that the consolidation would otherwise result in the issuance of a fractional Common Share, no fractional Common Share shall be issued, and such fraction will be rounded down to the nearest whole number of Common Shares;
The authorized share capital of the Corporation is increased by creating an unlimited number of a class of shares to be designated as the convertible restricted voting shares (the “ Restricted Voting Shares ”), the rights, privileges, restrictions and conditions of which are set out in Annex “A” attached hereto;
The rights, privileges, restrictions and conditions of the authorized Common Shares are amended such that the Common Shares have the rights, privileges, restrictions and conditions as set out in Annex “A” attached hereto; and
After giving effect to the foregoing, the authorized share capital of the Corporation will be an unlimited number of Restricted Voting Shares and an unlimited number of Common Shares, the rights, privileges, restrictions and conditions of which are set out in Annex “A” attached hereto.

Annex “A”

Definitions:

“1933 Act” means the United States Securities Act of 1933, as amended from time to time.

“1934 Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

“Act” means the Business Corporations Act (Ontario), as amended and the regulations thereunder and, unless otherwise specified, means such act and such regulations as the same may hereafter be amended or restated from time to time and any successor legislation of comparable effect.

“Articles” means the articles, as that term is defined in the Act, of the Corporation.

“Board” means the board of directors of the Corporation from time to time.

“Change of Control” means an occurrence when a majority of the directors elected at any annual or special meeting of the shareholders of the Corporation are not individuals nominated by the Company’s thenincumbent Board.

“Corporation” means Spirit Banner II Capital Corp., a corporation incorporated under the Act.

“Conversion Notice” means a written notice to the transfer agent of the Restricted Voting Shares, in form and substance satisfactory to the Corporation and the transfer agent, executed by a person registered in the records of the Corporation or the transfer agent, as the case may be, as a holder of the Restricted Voting Shares, or by his or her attorney duly authorized in writing and specifying the number of Restricted Voting Shares which the holder thereof desires to have converted into Common Shares, and accompanied by: (a) if share certificates were issued to such holder, the share certificate or certificates representing the Restricted Voting Shares which such holder desires to convert; (b) a letter of transmittal, direction, transfer, power of attorney and/or such other documentation as is specified by the Corporation or the transfer agent for the Restricted Voting Shares, acting reasonably, as being required to give full effect to the conversion duly completed and executed by the person registered in the records of the Corporation or the transfer agent, as the case may be, as the holder of the Restricted Voting Shares to be converted or by his or her attorney duly authorized in writing; and (c) a duly completed and executed Residency Declaration or an opinion or memorandum of counsel (which may be the Company's counsel), in form and substance satisfactory to the Corporation and the transfer agent, to the effect that the conversion of such Restricted Voting Shares into Common Shares would not cause the Corporation to become a Domestic Issuer.

“Domestic Issuer” has the meaning ascribed thereto in Rule 902(e) of Regulation S under the 1933 Act.

“Exclusionary Offer” means an offer to purchase Restricted Voting Shares which must be made, by reason of applicable securities legislation or by the rules or policies of a stock exchange on which any shares of the Corporation are listed, to all or substantially all of the holders of Restricted Voting Shares.

“Foreign Issuer” has the meaning ascribed thereto in Rule 902(e) of Regulation S under the 1933 Act.

“Fundamental Transaction” means a reorganization, recapitalization, reclassification, merger or amalgamation or any similar transaction involving the Corporation.

“Liquidation Event” means a distribution of assets of the Corporation to its shareholders arising on the winding-up, liquidation or dissolution of the Corporation, whether voluntary or involuntary, or any other distribution of its assets for the purpose of winding up its affairs or otherwise.

“Offer” means an offer to purchase Common Shares which must be made, by reason of applicable securities legislation or by the rules or policies of a stock exchange on which any shares of the Corporation are listed, to all or substantially all of the holders of Common Shares any of whom are in or whose last address as shown on the books of the Corporation is in a province or territory of Canada to which the relevant requirement applies.

“Offer Date” means the date on which the Offer is made.

“Residency Declaration” means (i) a declaration by a person attesting that such person is not a resident of the United States and (ii) any indemnity required by the Corporation or the transfer agent in respect of such declaration in favour of the Corporation from the person providing the declaration, in each case in form approved by the Corporation from time to time.

“Restricted Period” means any time at which the Board reasonably believes that the Corporation is not a Domestic Issuer or would become a Domestic Issuer as a result of the issuance of Common Shares pursuant to Section 2.8 hereof.

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

1. COMMON SHARES

The Common Shares shall have attached thereto the rights, privileges, restrictions set forth in this Article 1.

1.1 Voting

Each Common Share entitles the holder to receive notice of and to attend any meeting of shareholders and to exercise one vote for each Common Share held at all meetings of shareholders of the Corporation, other than meetings at which only the holders of another class or series of shares are entitled to vote separately as a class or series. Except as provided otherwise herein or as required by law, holders of Common Shares and Restricted Voting Shares shall vote as one class at all meetings of shareholders of the Corporation.

1.2 Dividends

Subject to the Act, and subject to the rights of the shares of any other class ranking senior to the Common Shares with respect to priority in the payment of dividends, the holders of Common Shares shall be entitled to receive dividends, and the Corporation shall pay dividends thereon, as and when declared by the Board out of moneys properly applicable to the payment of dividends, pari passu with the holders of the Restricted Voting Shares on a per share basis, in such amount and in such form as the Board may from time to time determine; provided however that no dividend on the Common Shares shall be declared unless contemporaneously therewith the Board shall declare a dividend, payable at the same time as such dividend on the Common Shares, on each Restricted Voting Share. All dividends declared on the Common Shares and on the Restricted Voting Shares shall be declared and paid in equal amounts per share on all Common Shares and Restricted Voting Shares at the time outstanding on the applicable record date for such dividend. For purposes hereof, the payment of dividends by way of a stock dividend in Common Shares on the Common Shares and in Restricted Voting Shares on the Restricted Voting Shares in the same number per share shall be considered to be a pari passu payment of dividends.

1.3 Liquidation Event

Subject to the rights of the shares of any other class ranking senior to the Common Shares with respect to priority upon a Liquidation Event, in the event of a Liquidation Event, the holders of Common Shares and the holders of Restricted Voting Shares shall participate rateably in equal amounts per share, without preference or distinction, in the remaining assets of the Corporation.

1.4 Changes to Common Shares

The Common Shares shall not be subdivided, consolidated, reclassified or otherwise changed unless, contemporaneously therewith, the Restricted Voting Shares are subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner as the Common Shares.

2. RESTRICTED VOTING SHARES

The Restricted Voting Shares shall have attached thereto the rights, privileges, restrictions and conditions set forth in this Article 2.

2.1 Voting

Subject to Section 2.2, each Restricted Voting Share entitles the holder to receive notice of and to attend any meeting of shareholders of the Corporation and to exercise one vote for each Restricted Voting Share held at all meetings of shareholders of the Corporation, other than meetings at which only the holders of another class or series of shares are entitled to vote separately as a class or series. Except as provided otherwise herein or as required by law, holders of Common Shares and Restricted Voting Shares shall vote as one class at all meetings of shareholders of the Corporation.

2.2 Limitation on Voting Rights

The Restricted Voting Shares carry no entitlement for the holder thereof to vote for the election or removal of the directors of the Corporation.

2.3 Dividends

Subject to the Act, and subject to the rights of the shares of any other class ranking senior to the Restricted Voting Shares with respect to priority in the payment of dividends, the holders of Restricted Voting Shares shall be entitled to receive dividends, and the Corporation shall pay dividends thereon, as and when declared by the Board out of moneys properly applicable to the payment of dividends, pari passu with the holders of the Common Shares on a per share basis, in such amount and in such form as the Board may from time to time determine; provided however that no dividend on the Restricted Voting Shares shall be declared unless contemporaneously therewith the Board shall declare a dividend, payable at the same time as such dividend on the Restricted Voting Shares, on each Common Share. All dividends declared on the Common Shares and on the Restricted Voting Shares shall be declared and paid in equal amounts per share on all Common Shares and Restricted Voting Shares at the time outstanding on the applicable record date for such dividend. For purposes hereof, the payment of dividends by way of a stock dividend in Common Shares on the Common Shares and in Restricted Voting Shares on the Restricted Voting Shares in the same number per share shall be considered to be a pari passu payment of dividends.

2.4 Liquidation Event

Subject to the rights of the shares of any other class ranking senior to the Restricted Voting Shares with respect to priority upon a Liquidation Event, in the event of a Liquidation Event, the holders of Restricted Voting Shares and the holders of Common Shares shall participate rateably in equal amounts per share, without preference or distinction, in the remaining assets of the Corporation.

2.5 Restrictions on Transfer

No Restricted Voting Share shall be transferred by any holder thereof pursuant to an Exclusionary Offer unless, concurrently with the Exclusionary Offer, an offer to acquire Common Shares is made that is identical to the Exclusionary Offer in terms of price per share, percentage of outstanding shares to be taken up (exclusive of shares owned immediately before the Exclusionary Offer by the offeror) and in all other material respects.

2.6 Conversion at the Option of the Holder

Each Restricted Voting Share may be converted into one Common Share in accordance with the procedures set forth in Section 2.7, without payment of additional consideration, at the option of the holder thereof in the following circumstances:

(a) at any time with the consent of the Board;
(b) at any time that is not a Restricted Period;
(c) if the Board determines that the Corporation has ceased to be a Foreign Issuer, the Corporation shall notify the holders of Restricted Voting Shares in respect of such determination and, thereafter, each Restricted Voting Share may be converted into Common Shares at any time and from time to time thereafter;
(d) if there is an Offer, the Corporation shall notify the holders of the Restricted Voting Shares and during the period commencing on the Offer Date until completion or termination of such Offer, each Restricted Voting Share may be converted into Common Shares; or
(e) if with respect to an annual or special meeting of the shareholders of the Corporation, there is a proposal to elect individual nominees to the board of directors of the Corporation whose election would result in the occurrence of a Change of Control, the Corporation shall notify the holders of the Restricted Voting Shares at least ten (10) days prior to the record date for the meeting and during the period commencing on such notice date until the record date for such meeting, each Restricted Voting Share may be converted into Common Shares.

2.7 Conversion Procedure

A holder of Restricted Voting Shares may convert all or any number of Restricted Voting Shares held by such holder into Common Shares in accordance with Section 2.6 upon delivery by the holder of such Restricted Voting Shares of a duly completed and executed Conversion Notice and upon receipt by the transfer agent of the Corporation of such notice and upon compliance with any requirements the transfer agent or the Corporation may reasonably request, the Corporation shall issue or cause to be issued the relevant number of fully paid Common Shares. The effective time of conversion shall be the close of business on the date of receipt of a valid Conversion Notice by the transfer agent of the Corporation and the Common Shares issuable upon conversion of such Restricted Voting Shares shall be deemed to be issued and outstanding of record as of such time.

2.8 Conversion at the Option of the Corporation

Each Restricted Voting Share may be converted into one Common Share, at any time and from time to time, at the option of the Corporation by delivery to a holder of the Restricted Voting Share of a notice indicating same and the holder of Restricted Voting Shares shall only have the right to receive the relevant number of Common Shares resulting from such conversion and any accrued and unpaid dividends on the Restricted Voting Shares so converted upon compliance with the terms of the notice. The effective time of conversion shall be the close of business on the date specified in the notice of the Corporation and the Common Shares issuable upon conversion of such Restricted Voting Shares shall be deemed to be issued and outstanding of record as of such time and the applicable Restricted Voting Shares shall be cancelled at that time.

2.9 Withdrawal of Conversion Notice

Despite any other provision hereof, a holder of a Restricted Voting Share that has duly presented a Conversion Notice may, at any time before such Restricted Voting Shares are converted and Common Shares are issued, by irrevocable written notice to the Corporation, advise the Corporation that the holder no longer desires that such Restricted Voting Shares be converted into Common Shares and, upon receipt of such written notice, the Corporation shall return to the holder the certificate(s) representing such Restricted Voting Shares, if any, and thereupon the Corporation shall cease to have any obligation to convert

such Restricted Voting Shares hereunder unless such Restricted Voting Shares are again tendered for conversion by the holder in accordance with the provisions hereof.

2.10 Automatic Conversion on Change of Control

Subject to Section 2.6 (e), in the event of a Change of Control, all then outstanding Restricted Voting Shares shall automatically convert, without further action on the part of the Corporation or the holder of such shares, into Common Shares on a one-for-one basis effective on the date of the Change of Control.

2.11 Fractional Common Shares

The Corporation shall not issue fractional Common Shares in satisfaction of the conversion rights herein provided for. Where the exercise of conversion rights pursuant to this Article 2 would otherwise result in fractional Common Shares being issued, the number of Common Shares to be issued by the Corporation shall be rounded down to the nearest whole number of Common Shares. A determination of whether or not any fractional share would be issuable upon a conversion of Restricted Voting Shares shall be made on the basis of the total number of Restricted Voting Shares the holder is at the time converting into Common Shares and the appropriate number of Common Shares issuable upon conversion.

2.12 Dividend Entitlement

A holder of Restricted Voting Shares on the record date for the determination of holders of Restricted Voting Shares entitled to receive a dividend declared payable on the Restricted Voting Shares will be entitled to such dividend notwithstanding that such share is converted after such record date and before the payment date of such dividend, and the holders of any Common Shares resulting from any conversion shall be entitled to rank equally with the holders of all other Common Shares in respect of all dividends declared payable to holders of Common Shares of record on any date on or after the date of conversion.

2.13 Adjustments

(a) If there shall occur any Fundamental Transaction involving the Corporation in which the Common Shares (but not the Restricted Voting Shares) are converted into or exchanged for securities, cash or other property (other than a transaction otherwise covered by this Section 2.13) then, following such Fundamental Transaction, each Restricted Voting Share shall thereafter be convertible, in lieu of the Common Share into which it was convertible before such event, into the kind and amount of securities, cash or other property which a holder of the number of Common Shares issuable upon conversion of one Restricted Voting Share immediately before such Fundamental Transaction would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined by the Board) shall be made in the application of the provisions of this subsection 2.13(a) with respect to the rights and interests thereafter of the holders of the Restricted Voting Shares, to the end that the provisions set forth in this subsection 2.13(a) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Restricted Voting Shares.
(b) The Restricted Voting Shares shall not be subdivided, consolidated, reclassified or otherwise changed unless, contemporaneously therewith, the Common Shares are subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner as the Restricted Voting Shares.

3. MISCELLANEOUS

Subject to the Act, the Board may establish, amend or repeal any procedures required to administer provisions set out in these Articles and to require any affidavit, declaration or other statement in connection with an issuance of Common Shares pursuant to a conversion permitted by Article 2.

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SCHEDULE "C"

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE BUSINESS AND AFFAIRS OF SABIO INC. ,

A CORPORATION SUBJECT TO THE BUSINESS CORPORATIONS ACT (ONTARIO)

BY-LAW NO. 1

SECTION 1 – INTERPRETATION ................................................................................................1 1.1 Definitions......................................................................................................................1 1.2 Other Definitions ...........................................................................................................2 SECTION 2 – GENERAL BUSINESS ...........................................................................................3 2.1 Registered Office ...........................................................................................................3 2.2 Corporate Seal ................................................................................................................3 2.3 Financial Year ................................................................................................................3 2.4 Execution of Instruments ...............................................................................................3 2.5 Banking Arrangements ..................................................................................................3 2.6 Voting Rights in Other Bodies Corporate ......................................................................4 2.7 Divisions ........................................................................................................................4 SECTION 3 – BORROWING AND SECURITY ...........................................................................4 3.1 Borrowing Power ...........................................................................................................4 3.2 Delegation ......................................................................................................................5 SECTION 4 – DIRECTORS ...........................................................................................................5 4.1 Duties of Directors .........................................................................................................5 4.2 Number of Directors ......................................................................................................5 4.3 Qualification ..................................................................................................................5 4.4 Election and Term ..........................................................................................................6 4.5 Removal of Directors .....................................................................................................6 4.6 Ceasing to Hold Office ..................................................................................................6 4.7 Filling Vacancies ...........................................................................................................7 4.8 Action by the Board .......................................................................................................7 4.9 Conflict of Interest .........................................................................................................7 4.10 Remuneration and Expenses ........................................................................................7 SECTION 5 – BOARD MEETINGS ..............................................................................................7 5.1 Meeting by Telephone or Electronic Facilities ..............................................................7 5.2 Place of Meetings ...........................................................................................................8 5.3 Calling of Meetings........................................................................................................8 5.4 Notice of Meeting ..........................................................................................................8 5.5 Waiver of Notice ............................................................................................................8 5.6 First Meeting of New Board ..........................................................................................8 5.7 Adjourned Meeting ........................................................................................................8 5.8 Regular Meetings ...........................................................................................................9 5.9 Chair and Secretary ........................................................................................................9 5.10 Quorum ........................................................................................................................9 5.11 Votes to Govern ...........................................................................................................9 5.12 Casting Vote.................................................................................................................9 5.13 Resolution in Lieu of Meeting .....................................................................................9 5.14 One Director Meeting ..................................................................................................9

(i)

BY-LAW NO. 1

SECTION 6 – COMMITTEES ......................................................................................................10 6.1 Committees of the Board .............................................................................................10 6.2 Transaction of Business ...............................................................................................10 6.3 Advisory Bodies...........................................................................................................10 6.4 Procedure .....................................................................................................................11 SECTION 7 – OFFICERS .............................................................................................................11 7.1 Appointment ................................................................................................................11 7.2 Chair of the Board ........................................................................................................11 7.3 Managing Director .......................................................................................................11 7.4 President .......................................................................................................................11 7.5 Secretary ......................................................................................................................11 7.6 Treasurer ......................................................................................................................12 7.7 Powers and Duties of Officers .....................................................................................12 7.8 Term of Office .............................................................................................................12 7.9 Agents and Attorneys ...................................................................................................12 7.10 Conflict of Interest .....................................................................................................12 7.11 Fidelity Bonds ............................................................................................................12 SECTION 8 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS...........................13 8.1 Limitation of Liability..................................................................................................13 8.2 Indemnity .....................................................................................................................13 8.3 Insurance ......................................................................................................................14 SECTION 9 – SECURITIES .........................................................................................................14 9.1 Options or Rights .........................................................................................................14 9.2 Commissions ................................................................................................................14 9.3 Securities Register .......................................................................................................14 9.4 Register of Transfers ....................................................................................................15 9.5 Registration of Transfers..............................................................................................15 9.6 Transfer Agents and Registrars ....................................................................................15 9.7 Non-recognition of Trusts ............................................................................................15 9.8 Security Certificates .....................................................................................................15 9.9 Replacement of Security Certificates...........................................................................16 9.10 Joint Holders ..............................................................................................................16 9.11 Deceased Holders.......................................................................................................16 9.12 Lien for Indebtedness .................................................................................................16 SECTION 10 – DIVIDENDS AND RIGHTS ...............................................................................18 10.1 Dividends ...................................................................................................................18 10.2 Dividend Cheques ......................................................................................................18 10.3 Non-receipt or Loss of Cheques ................................................................................18 10.4 Currency of Dividends ...............................................................................................18 10.5 Record Date for Dividends and Rights ......................................................................18 10.6 Unclaimed Dividends.................................................................................................19 SECTION 11 – MEETINGS OF SHAREHOLDERS ...................................................................19 11.1 Annual Meetings ........................................................................................................19

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11.2 Special Meetings ........................................................................................................19 11.3 Meeting Held by Electronic Means ...........................................................................19 11.4 Place of Meetings .......................................................................................................19 11.5 Notice of Meetings .....................................................................................................19 11.6 List of Shareholders Entitled to Notice ......................................................................20 11.7 Record Date for Notice ..............................................................................................20 11.8 Waiver of Notice ........................................................................................................20 11.9 Chair, Secretary and Scrutineers ................................................................................21 11.10 Persons Entitled to be Present ..................................................................................21 11.11 Quorum ....................................................................................................................21 11.12 Right to Vote ............................................................................................................21 11.13 Proxyholders and Representatives ...........................................................................21 11.14 Time for Deposit of Proxies .....................................................................................22 11.15 Joint Shareholders ....................................................................................................22 11.16 Votes to Govern .......................................................................................................22 11.17 Casting Vote.............................................................................................................22 11.18 Show of Hands .........................................................................................................22 11.19 Ballots ......................................................................................................................23 11.20 Adjournment ............................................................................................................23 11.21 Resolution in Lieu of Meeting .................................................................................23 11.22 Only One Shareholder..............................................................................................23 SECTION 12 – NOTICES .............................................................................................................24 12.1 Method of Giving Notices .........................................................................................24 12.2 Notice to Joint Shareholders ......................................................................................24 12.3 Computation of Time .................................................................................................24 12.4 Undelivered Notices...................................................................................................24 12.5 Omissions and Errors .................................................................................................24 12.6 Persons Entitled by Death or Operation of Law ........................................................25 12.7 Waiver of Notice ........................................................................................................25 SECTION 13 – EFFECTIVE DATE .............................................................................................25 13.1 Effective Date ............................................................................................................25 13.2 Paramountcy ..............................................................................................................25 13.3 Repeal ........................................................................................................................25

(iii)

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE BUSINESS AND AFFAIRS OF SABIO INC., A CORPORATION SUBJECT TO THE BUSINESS CORPORATIONS ACT (ONTARIO)

SECTION 1 – INTERPRETATION

1.1 Definitions

In the By-laws of the Corporation, unless the context otherwise requires:

(1) “Act” means the Business Corporations Act , R.S.O. 1990, c. B.16, or any statute that may be substituted for it, as from time to time amended.

(2) “appoint” includes “elect” and vice versa .

(3) “Articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization and articles of revival, letters patent, supplementary letters patent and a special Act of the Corporation.

(4) “Board” means the board of directors of the Corporation.

(5) “By-laws” means these by-laws and all other by-laws of the Corporation from time to time in force and effect.

(6) “Cheque” includes a draft.
(7) “Corporation” means Sabio Inc.

(8) “Defaulting Shareholder” means a shareholder of the Corporation who defaults in the payment of any Shareholder Debt when the same becomes due and payable.

(9) “Director ” means a member of the Board.

(10) “Liened Shares” means the whole or any part of the shares registered in the name of a Defaulting Shareholder.

(11) “meeting of shareholders” means an annual meeting of shareholders and a special meeting of shareholders.

(12) “non-business day” means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act, 2006 (Ontario) as from time to time amended.

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(13) “ ordinary resolution ” means a resolution that is submitted to a meeting of the shareholders of a corporation and passed, with or without amendment, at the meeting by at least a majority of the votes cast.

(14) “recorded address” means:

(a) in the case of a shareholder, his or her address as recorded in the securities register;
(b) in the case of joint shareholders, the address appearing in the securities register in respect of the joint holding or the first address so appearing if there is more than one;
(c) in the case of an officer, auditor or member of a committee of the Board, his or her latest address as recorded in the records of the Corporation; and
(d) in the case of a Director, his or her latest address as recorded in the most recent notice filed under the Corporations Information Act (Ontario).

(15) “Shareholder Debt” means any principal or interest due to the Corporation in respect of any indebtedness owing by the holder of any class or series of shares in the Corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under the Act.

(16) “special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders.

(17) “ special resolution ” means a resolution that is,
(a) submitted to a special meeting of the shareholders of a corporation duly called for the purpose of considering the resolution and passed, with or without amendment, at the meeting by at least two-thirds of the votes cast, or
(b) consented to in writing by each shareholder of the corporation entitled to vote at such a meeting or the shareholder’s attorney authorized in writing.

(18) “Unanimous Shareholder Agreement” means a lawful written agreement among all of the shareholders of the Corporation or among all such shareholders and one or more persons who are not shareholders, or a written declaration of the registered holder of all of the issued shares of the Corporation, that restricts in whole or in part the powers of the Board to manage or supervise the management of the business and affairs of the Corporation, as from time to time amended.

1.2 Other Definitions

Other than as specified above, words and expressions defined in the Act have the same meanings when used herein. Words importing the singular number include the plural and vice versa ; words importing gender include the masculine, feminine and neuter genders; and “including” means including, without limitation.

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SECTION 2 – GENERAL BUSINESS

2.1 Registered Office

The registered office of the Corporation shall be in the municipality or geographic township within Ontario initially specified in its Articles and thereafter as the shareholders may from time to time determine by Special Resolution and at such location therein as the Board may from time to time determine.

2.2 Corporate Seal

The Corporation may but need not have a corporate seal and, if one is adopted, it may be changed from time to time by resolution of the Board.

2.3 Financial Year

The Board may, by resolution, fix the financial year end of the Corporation and may from time to time, by resolution, change the financial year end of the Corporation.

2.4 Execution of Instruments

(1) Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any Director or officer of the Corporation.

(2) In addition, the Board may from time to time authorize any other person or persons to sign any particular instruments.

(3) The secretary, or any other officer or any Director, may sign certificates and similar instruments on the Corporation’s behalf with respect to any factual matters relating to the Corporation’s business and affairs, including certificates verifying copies of the Articles, Bylaws, resolutions and minutes of meetings of the Corporation. Any signing officer may affix the corporate seal to any instrument requiring the same.

(4) The signature of any person authorized to sign on behalf of the Corporation may be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced or may be an electronic signature. Anything so signed shall be as valid as if it had been signed manually, even if that person has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the Board.

2.5 Banking Arrangements

The banking business of the Corporation, including the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies, credit unions or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe.

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2.6 Voting Rights in Other Bodies Corporate

The signing officers of the Corporation under Section 2.4 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for the same. In addition, the Board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.7 Divisions

The Board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon such basis, including types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division, the Board or, subject to any direction by the Board, the chief executive officer may authorize from time to time, upon such basis as may be considered appropriate in each case:

(a) Subdivision and Consolidation. the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;
(b) Name. the designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the name of the Corporation, provided that the Corporation shall set out both its corporate name and the name of its division or sub-unit in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation; and
(c) Officers. the appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any of such officers so appointed, provided that any such officers shall not, as such, be officers of the Corporation.

SECTION 3 – BORROWING AND SECURITY

3.1 Borrowing Power

(1) Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the Articles and any Unanimous Shareholder Agreement, the Board may from time to time on behalf of the Corporation, without authorization of the shareholders:

(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other debt obligations or guarantees of the Corporation, whether secured or unsecured;
(c) give, directly or indirectly, financial assistance to any person by means of a loan or a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person, or otherwise; and

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(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation, including accounts, rights, powers, franchises and undertakings to secure any such bonds, debentures, notes or other debt obligations or guarantees or any other present or future indebtedness, liability or obligation of the Corporation.

(2) Nothing in Section 3.1(1) limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.2 Delegation

Subject to the Act, the Articles and any Unanimous Shareholder Agreement, the Board may from time to time delegate to a committee of the Board, a Director or an officer of the Corporation or any other person as may be designated by the Board all or any of the powers conferred on the Board by Section 3.1 or by the Act to such extent and in such manner as the Board may determine at the time of such delegation.

SECTION 4 – DIRECTORS

4.1 Duties of Directors

Subject to any Unanimous Shareholder Agreement, the Board shall manage or supervise the management of the business and affairs of the Corporation.

4.2 Number of Directors

Until changed in accordance with the Act, the Board shall consist of not fewer than the minimum number and not more than the maximum number of directors as set out in the Articles.

4.3 Qualification

(1) No person shall be qualified for election or appointment as a Director if he or she:
(a) is less than 18 years of age;
(b) has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or has been found to be incapable by a court in Canada or elsewhere;
(c) is not an individual; or
(d) has the status of a bankrupt.
(2) A Director need not be a shareholder.

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4.4 Election and Term

(1) Directors shall be elected by the shareholders at the first meeting of shareholders after the effective date of these By-laws and at each succeeding annual meeting at which an election of Directors is required, and shall hold office until the next annual meeting of shareholders or, if elected for an expressly stated term, for a term expiring not later than the close of the third annual meeting of shareholders following the election.

(2) Subject to the Act, the number of Directors to be elected at any such meeting shall be the number of Directors determined from time to time by Special Resolution or, if a Special Resolution empowers the Directors to determine the number, by resolution of the Board.

(3) The election of Directors shall be by resolution or, if demanded by a shareholder or a proxyholder, by ballot.

(4) If an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected.

(5) The election or appointment of a Director is not effective unless:
(a) the person elected or appointed consented in writing before or within 10 days after the date of the election or appointment; or
(b) the Director is re-elected or re-appointed so that there is no break in the Director’s term of office.

(6) If, however, the person elected or appointed as Director consents in writing after the 10day period referred to in Section 4.4(5)(a), the election or appointment is nevertheless valid.

4.5 Removal of Directors

Subject to the Act, the shareholders may by Ordinary Resolution passed at an annual or special meeting of shareholders remove any Director from office, and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the Board.

4.6 Ceasing to Hold Office

(1) A Director ceases to hold office when:
(a) he or she dies;
(b) he or she is removed from office by the shareholders;
(c) he or she ceases to be qualified for election as a Director; or
(d) his or her written resignation is received by the Corporation or, if a time is specified in such resignation, at the time so specified, whichever is later.

(2) A Director named in the Articles is not permitted to resign his or her office before the first meeting of shareholders unless at the time the resignation is to become effective a successor is elected or appointed.

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4.7 Filling Vacancies

Subject to the Act and any Unanimous Shareholder Agreement, a quorum of the Board may fill a vacancy in the Board, except for a vacancy resulting from:

(a) an increase in the number or minimum number of Directors, unless otherwise permitted under the Act;
(b) a failure of the shareholders to elect the number or minimum number of Directors required to be elected at any meeting of the shareholders; or
(c) where the Directors are empowered to determine the number of Directors, if, after such appointment, the total number of Directors would be greater than four-thirds the number of Directors required to have been elected at the last annual meeting of shareholders.

4.8 Action by the Board

Subject to any Unanimous Shareholder Agreement, the Board shall exercise its powers by or pursuant to a By-law or resolution either passed at a Board meeting at which a quorum is present or consented to by the signatures of all the Directors then in office, if constituting a quorum.

4.9 Conflict of Interest

A Director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose in writing to the Corporation, or request to have entered in the minutes of the Board meeting, the nature and extent of his or her interest at the time and in the manner provided by the Act. Such a Director shall not vote on any resolution to approve the same except as provided by the Act.

4.10 Remuneration and Expenses

Subject to any Unanimous Shareholder Agreement, the Directors shall be paid such remuneration for their services as the Board may from time to time determine. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. Nothing herein contained shall preclude any Director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION 5 – BOARD MEETINGS

5.1 Meeting by Telephone or Electronic Facilities

If all the Directors of the Corporation consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed to be

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present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.

5.2 Place of Meetings

Board meetings may be held at the registered office of the Corporation or at any other place within or outside Ontario. In any financial year of the Corporation, a majority of the Board meetings need not be held in Canada.

5.3 Calling of Meetings

Board meetings shall be held from time to time at such time and at such place as the Board, the chair of the Board, the managing director, the president or any two Directors may determine.

5.4 Notice of Meeting

(1) Notice of the time and place of each Board meeting shall be sent in the manner provided in Section 12 to each Director:

(a) not less than seven days before the time when the meeting is to be held if the notice is mailed; or
(b) not less than 24 hours before the time the meeting is to be held if the notice is given personally, is delivered or is communicated by telephone or electronic means.

(2) A notice of a Board meeting need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business or the general nature thereof to be specified.

5.5 Waiver of Notice

A Director may in any manner or at any time waive notice of or otherwise consent to a Board meeting. Attendance of a Director at a Board meeting shall constitute a waiver of notice of that meeting except where a Director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been properly called.

5.6 First Meeting of New Board

As long as a quorum of Directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of shareholders at which such Board is elected.

5.7 Adjourned Meeting

Notice of an adjourned Board meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

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5.8 Regular Meetings

The Board may appoint a day or days in any month or months for regular Board meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

5.9 Chair and Secretary

The chair of any Board meeting shall be the first mentioned of such of the following officers as have been appointed and who is a Director and is present at the meeting: chair of the Board; managing director; or president. If no such officer is present, the Directors present shall choose one of their number to be chair. The secretary of the Corporation shall act as secretary of any Board meeting, and, if the secretary of the Corporation is absent, the chair of the meeting shall appoint a person who need not be a Director to act as secretary of the meeting.

5.10 Quorum

Subject to any Unanimous Shareholder Agreement, a majority of the Directors constitutes a quorum at a Board meeting.

5.11 Votes to Govern

(1) Subject to any Unanimous Shareholder Agreement, at all Board meetings, every question shall be decided by a majority of the votes cast on the question.

(2) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

5.12 Casting Vote

Subject to any Unanimous Shareholder Agreement, in case of an equality of votes at a Board meeting, the chair of the meeting shall not be entitled to a second or casting vote.

5.13 Resolution in Lieu of Meeting

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a Board meeting, is as valid as if it had been passed at a Board meeting.

5.14 One Director Meeting

Where the Board consists of only one Director, that Director may constitute a meeting.

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SECTION 6 – COMMITTEES

6.1 Committees of the Board

The Board may appoint from their number one or more committees of the Board, however designated, and delegate to any such committee any of the powers of the Board, except powers to:

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;
(b) fill a vacancy among the Directors or in the office of auditor or appoint or remove any of the chief executive officers, however designated, the chief financial officer, however designated, the chair or the president of the Corporation;
(c) subject to the Act, issue securities except in the manner and on the terms authorized by the Directors;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the Corporation;
(f) pay a commission for the sale of shares of the Corporation;
(g) approve a management information circular;
(h) approve a take-over bid circular, directors’ circular or issuer bid circular;
(i) approve any financial statements;
(j) approve an amalgamation of the Corporation with any corporation that holds all of its issued and outstanding shares, any wholly-owned subsidiary of the Corporation or corporation all of the issued and outstanding shares of which are held by the same body corporate that holds all issued and outstanding shares in the Corporation; and
(k) adopt, amend or repeal By-laws.

6.2 Transaction of Business

Subject to the provisions of Section 6.1, the powers of a committee of the Board may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Ontario.

6.3 Advisory Bodies

The Board may from time to time appoint such advisory bodies as it may deem advisable.

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6.4 Procedure

Unless otherwise determined by the Board, each committee and advisory body shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure. To the extent that the Board or the committee does not establish rules to regulate the procedure of the committee, the provisions of these By-laws applicable to Board meetings shall apply with all necessary modifications.

SECTION 7 – OFFICERS

7.1 Appointment

Subject to any Unanimous Shareholder Agreement, the Board may from time to time designate the offices of the Corporation and from time to time appoint a chair of the Board, managing director, president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The Board may specify the duties of and, in accordance with these By-laws and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Except for the chair of the Board and the managing director, an officer may but need not be a Director.

7.2 Chair of the Board

The Board may from time to time appoint a chair of the Board who shall be a Director. If appointed, the Board may assign to the chair of the Board any of the powers and duties that are by any provisions of these By-laws assigned to the managing director or to the president. The chair shall have such other powers and duties as the Board may specify.

7.3 Managing Director

The Board may from time to time appoint a managing director who shall be a Director. If appointed, the managing director shall be the chief executive officer and, subject to the authority of the Board, shall have general supervision of the business and affairs of the Corporation. The managing director shall have such other powers and duties as the Board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

7.4 President

If appointed, the president shall be the chief operating officer and, subject to the authority of the Board, shall have general supervision of the business of the Corporation. The president shall have such other powers and duties as the Board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

7.5 Secretary

Unless otherwise determined by the Board, the secretary shall attend and be the secretary of all meetings of the Board, shareholders and committees of the Board that he or she attends.

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The secretary shall enter or cause to be entered in records kept for that purpose minutes of all proceedings at meetings of the Board, shareholders and committees of the Board, whether or not he or she attends such meetings. The secretary shall give or cause to be given, as and when instructed, all notices to shareholders, Directors, officers, auditors and members of committees of the Board. The secretary shall be the custodian of the seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose. The secretary shall have such other powers and duties as otherwise may be specified.

7.6 Treasurer

The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation. The treasurer shall render to the Board whenever required an account of all his or her transactions as treasurer and of the financial position of the Corporation. The treasurer shall have such other powers and duties as otherwise may be specified.

7.7 Powers and Duties of Officers

The powers and duties of all officers shall be such as the terms of their engagement call for or as the Board or (except for those whose powers and duties are to be specified only by the Board) the chief executive officer may specify. The Board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act and any Unanimous Shareholder Agreement, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board or the chief executive officer otherwise directs.

7.8 Term of Office

Subject to any Unanimous Shareholder Agreement, the Board, in its discretion, may remove any officer of the Corporation. Otherwise, each officer appointed by the Board shall hold office until his or her successor is appointed or until his or her earlier resignation.

7.9 Agents and Attorneys

The Board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit.

7.10 Conflict of Interest

An officer shall disclose his or her interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with Section 4.9.

7.11 Fidelity Bonds

The Board may require such officers, employees and agents of the Corporation as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the Board may from time to time prescribe.

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SECTION 8 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

8.1 Limitation of Liability

Every Director and officer of the Corporation in exercising his or her powers and discharging his or her duties to the Corporation shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or officer shall be liable for the acts, omissions, failures, neglects or defaults of any other Director, officer or employee, or for joining in any act for conformity, or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his or her office or in relation thereto. Nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

8.2 Indemnity

(1) The Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer or another individual who acts or acted at the Corporation’s request as a director or officer (or an individual acting in a similar capacity) of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

(2) The Corporation shall advance moneys to a Director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 8.2(1). The individual shall repay the moneys if he or she does not fulfil the conditions of Section 8.2(3).

(3) The Corporation shall not indemnify an individual under Sections 8.2(1) or (2) unless he or she:

(a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which he or she acted as a director or officer or in a similar capacity at the Corporation’s request; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that his or her conduct was lawful.

(4) The Corporation shall also indemnify the person referred to in Section 8.2(1) in such other circumstances as the Act or law permits or requires. Nothing in these By-laws shall limit

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the right of any person entitled to indemnity to claim indemnity apart from the provisions of these By-laws.

8.3 Insurance

The Corporation may purchase and maintain such insurance for the benefit of any person referred to in Section 8.2(1) as the Board may from time to time determine.

SECTION 9 – SECURITIES

9.1 Options or Rights

Subject to the Act, the Articles and any Unanimous Shareholder Agreement, the Board may from time to time issue or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the Board shall determine, except that no share shall be issued until it is fully paid as provided by the Act.

9.2 Commissions

The Board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his or her purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

9.3 Securities Register

The Corporation shall prepare and maintain, at its registered office or at any other place in Ontario designated by the Board, a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities:

(a) the names, alphabetically arranged, of each person who:
(i) is or has been within six years registered as a shareholder of the Corporation, the address, including the street and number, if any, of every such person while a holder, and the number and class of shares registered in the name of such holder;
(ii) is or has been within six years registered as a holder of debt obligations of the Corporation, the address, including the street and number, if any, of every such person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder; or
(iii) is or has been within six years registered as a holder of warrants of the Corporation, other than warrants exercisable within one year from the date of issue, the address, including the street and number, if any, of every such person while a registered holder and the class or series and number of warrants registered in the name of such holder; and
(b) the date and particulars of the issue of each security and warrant.

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9.4 Register of Transfers

The Corporation shall cause to be kept a register of transfers in which all transfers of securities issued by the Corporation in registered form and the date and other particulars of each transfer shall be set out.

9.5 Registration of Transfers

Subject to the Securities Transfer Act, 2006 (Ontario), no transfer of a share shall be registered in a securities register except on presentation of the certificate, if any, issued by the Corporation, representing the share with an endorsement which complies with the Securities Transfer Act, 2006 (Ontario) made on or delivered with it duly executed by an appropriate person as provided by the Securities Transfer Act, 2006 (Ontario), together with such reasonable assurance that the endorsement is genuine and effective as the Board may from time to time prescribe, on payment of all applicable taxes and any reasonable fees prescribed by the Board, on compliance with the restrictions on issue, transfer or ownership authorized by the Articles or any Unanimous Shareholder Agreement and on satisfaction of any lien referred to in Section 9.12(1).

9.6 Transfer Agents and Registrars

The Board may from time to time, in respect of each class of securities issued by it, appoint one or more trustees, transfer or other agents to keep the securities register and the register of transfers and a registrar, trustee or agent to maintain a central securities register of issued securities and may appoint one or more persons or agents to keep branch registers, and, subject to the Act, one person may be appointed to keep the securities register, register of transfers and the records of issued securities. Such a person may be designated as transfer agent or registrar according to its functions, and one person may be designated both registrar and transfer agent. The Board may at any time terminate such appointment.

9.7 Non-recognition of Trusts

Subject to the Act, the Corporation may treat the registered holder of any security as the person exclusively entitled to vote, to receive notices, to receive any dividend, interest or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

9.8 Security Certificates

(1) Subject to Section 9.8(2), every holder of one or more securities of the Corporation shall be entitled, at his or her option, to a security certificate, stating the number and class or series of securities held by him or her as shown in the securities register. The certificates shall be in such form as the Board may from time to time approve and need not be under the corporate seal. Unless otherwise ordered by the Board, any such certificate shall be signed by at least one of the Directors or officers of the Corporation in accordance with subsection 2.4 herein.

(2) Unless otherwise provided in the Articles, the Board may provide by resolution that all or any classes and series of shares or other securities shall be uncertificated securities, provided that such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the Corporation.

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(3) Unless the Board otherwise determines, certificates in respect of which a transfer agent or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent or registrar.

(4) Signatures of signing officers may be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced or may be an electronic signature upon security certificates and every such facsimile shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation, except that at least one Director or officer of the Corporation shall sign each certificate (other than a scrip certificate or a certificate representing a fractional share or a warrant or a promissory note that is not issued under a trust indenture) in the absence of a signature thereon of a duly appointed transfer agent, registrar, branch transfer agent or issuing or other authenticating agent of the Corporation or trustee who certifies it in accordance with a trust indenture. A security certificate executed as aforesaid shall be valid notwithstanding that the person has ceased to be a Director or an officer of the Corporation at the date of issue of the certificate.

9.9 Replacement of Security Certificates

The Board may in its discretion (or any officer or agent designated by the Board may in his or her discretion) direct the issue of a new share or other such certificate in lieu of and on cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, apparently destroyed or wrongfully taken, on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular case.

9.10 Joint Holders

If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect of that security, and delivery of such certificate to one of those persons shall be sufficient delivery to all of them. Any one of those persons may give effectual receipts for the certificate issued in respect of it or for any dividend, interest, bonus, return of capital or other money payable or warrant issuable in respect of that security.

9.11 Deceased Holders

In the event of the death of a holder, or of one of the joint holders of any security, the Corporation shall not be required to make any entry in the securities register in respect of the death or to make any dividend, interest or other payments in respect of the security except on production of all such documents as may be required by law.

9.12 Lien for Indebtedness

(1) Except with respect to any class or series of shares listed and posted for trading on any stock exchange in or outside Canada, the Corporation shall have a lien on shares registered in the name of a Defaulting Shareholder for any Shareholder Debt.

(2) If any Defaulting Shareholder defaults in the payment due in respect of any Shareholder Debt when the same becomes due and payable and continues in default for a period of 15 days after the Corporation has given notice in writing of such default to the Defaulting Shareholder:

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(a) the Corporation may sell all or any part of the Liened Shares at a bona fide public or private sale or auction;
(b) the terms and manner of the auction or sale shall be in the sole discretion of the Corporation;
(c) the Corporation may accept any offer that it in its absolute discretion considers advisable upon such terms, whether for cash or credit or partly cash and partly credit, as it in its discretion considers advisable;
(d) notice of any public or private sale or auction shall be given to the Defaulting Shareholder at least 15 days prior to the date on which such sale is held;
(e) the proceeds of such sale shall be used and applied in descending order as follows:
(i) first, to the cost and expense of such sale incurred by the Corporation, including legal fees, disbursements and charges;
(ii) second, to reimburse the Corporation for out-of-pocket expenses incurred in connection with the sale;
(iii) third, for the payment in full of the Shareholder Debt and all other sums due to the Corporation by the Defaulting Shareholder; and
(iv) the balance, if any, to the Defaulting Shareholder;
(f) if the proceeds of the sale are insufficient to pay the Shareholder Debt, the Defaulting Shareholder shall remain liable for any such deficiency;
(g) the Corporation may apply any dividends or other distributions paid or payable on or in respect of the Liened Shares in repayment of the Shareholder Debt;
(h) where the Liened Shares are redeemable pursuant to the Articles or may be repurchased at a price determined pursuant to the terms of any Unanimous Shareholder Agreement, the Corporation may redeem or repurchase all or any part of the Liened Shares and apply the redemption or repurchase price to the Shareholder Debt; and
(i) the Corporation may refuse to register a transfer of all or part of the Liened Shares until the Shareholder Debt is paid.

(3) In exercising one or more of the rights granted in Section 9.12(2), the Corporation shall not thereby prejudice or surrender any other rights of enforcement of its lien which may by law be available to it, or any other remedy available to the Corporation for collection of the Shareholder Debt, and the Defaulting Shareholder shall remain liable for any deficiency remaining.

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SECTION 10 – DIVIDENDS AND RIGHTS

10.1 Dividends

Subject to the Act and any Unanimous Shareholder Agreement, the Board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by the issue of fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

10.2 Dividend Cheques

A dividend payable in money (less any tax or other amounts required to be deducted or withheld by the Corporation) shall be paid to the order of each registered holder of the shares of the class or series in respect of which it has been declared by Cheque in lawful money of Canada at par at any branch in Canada of the Corporation’s bankers for the time being or, in respect of any particular holder, by any other means agreed upon between the Corporation and such holder. The mailing of such Cheque by ordinary unregistered first class pre-paid mail addressed to a holder at his or her address as it appears in the securities register of the Corporation or, in the event of the address of any such holder not so appearing, then at the last address of such holder known to the Corporation or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in such register, or the payment by such other means shall be deemed to be payment of the dividends represented thereby and payable on such date to the extent of the amount of such payment unless the Cheque is not paid upon presentation or payment by such other means is not received.

10.3 Non-receipt or Loss of Cheques

In the event of non-receipt or loss of any dividend Cheque by the person to whom it is sent, the Corporation shall issue a replacement Cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe, whether generally or in any particular case.

10.4 Currency of Dividends

Dividends or other distributions payable in cash may be paid to some shareholders in Canadian currency and to other shareholders in equivalent amounts of a currency or currencies other than Canadian currency. The Board may declare dividends or other distributions in any currency or in alternative currencies and make such provisions as it deems advisable for the payment of such dividends or other distributions.

10.5 Record Date for Dividends and Rights

The Board may fix in advance a date, preceding by not more than 50 days and not less than 21 days, as the record date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than seven days before the record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation

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shall be at the close of business on the day on which the resolution relating to the dividend or right to subscribe is passed by the Board.

10.6 Unclaimed Dividends

Any dividend unclaimed after a period of two years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION 11 – MEETINGS OF SHAREHOLDERS

11.1 Annual Meetings

The annual meeting of shareholders shall be held at such time in each year and, subject to Section 11.4, at such place as the Board may from time to time determine, for the purpose of considering the minutes of an earlier meeting, considering the financial statements and reports required by the Act to be placed before the annual meeting, electing Directors, appointing or waiving the appointment of an auditor, fixing or authorizing the Directors to fix the remuneration payable to any such auditor and for the transaction of such other business as may properly be brought before the meeting.

11.2 Special Meetings

The Board shall have power to call a special meeting of shareholders at any time.

11.3 Meeting Held by Electronic Means

A meeting of the shareholders may be held by telephonic or electronic means. A shareholder who, through these means, votes at the meeting or establishes a communications link to the meeting shall be deemed to be present at the meeting.

11.4 Place of Meetings

Meetings of shareholders shall be held at such place in or outside Ontario as the Directors determine or, in the absence of such a determination, at the place where the registered office of the Corporation is located. A meeting held under Section 11.3 shall be deemed to be held at the place where the registered office of the Corporation is located.

11.5 Notice of Meetings

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section 12, in the case of an offering corporation, not less than 21 days and, in the case of any other corporation, not less than 10 days, but in either case, not more than 50 days before the date of the meeting to each Director, to any auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to receive notice of or vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor or fixing or authorizing the Directors to fix the remuneration payable to such auditor shall state or be accompanied by a statement of:

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(a) the nature of the business in sufficient detail to permit the shareholders to form a reasoned judgment on it; and
(b) the text of any Special Resolution or by-law to be submitted to the meeting.

11.6 List of Shareholders Entitled to Notice

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to Section 11.7, the shareholders listed shall be those registered at the close of business on that record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such a meeting shall be deemed to be a list of shareholders.

11.7 Record Date for Notice

The Board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than seven days before the record date, by advertisement in a newspaper published or distributed in the place where the Corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of the Corporation’s shares may be recorded, and, where applicable, by written notice to each stock exchange in Canada on which the Corporation’s shares are listed for trading unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register of the Corporation at the close of business on the day the Directors fix the record date. If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

11.8 Waiver of Notice

(1) A meeting of shareholders may be held without notice at any time and place permitted by the Act if:

(a) all the shareholders entitled to vote at the meeting are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to the meeting being held; and
(b) the auditor and the Directors are present or waive notice of or otherwise consent to the meeting being held,

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so long as the shareholders, auditor or Directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

(2) At a meeting held under Section 11.8(1), any business may be transacted which the Corporation may transact at a meeting of shareholders.

11.9 Chair, Secretary and Scrutineers

The chair of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: chair of the Board; managing director; president; or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

11.10 Persons Entitled to be Present

The only persons entitled to be present at a meeting of the shareholders shall be those entitled to attend or vote at the meeting, the Directors, auditor, legal counsel of the Corporation and others who, although not entitled to attend or vote, are entitled or required under any provision of the Act, the Articles, By-laws or Unanimous Shareholder Agreement to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

11.11 Quorum

Subject to any Unanimous Shareholder Agreement, a quorum of shareholders is present at a meeting of shareholders irrespective of the number of persons actually present at the meeting, if, in the case of an offering corporation, two or more holders of shares carrying not less in aggregate than 10% of the votes entitled to be voted at the meeting are present in person or represented by proxy and, in the case of any other corporation, the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. A quorum need not be present throughout the meeting provided that a quorum is present at the opening of the meeting. If a quorum is not present at the time appointed for the meeting or within a reasonable time after that the shareholders may determine, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

11.12 Right to Vote

Every person named in the list referred to in Section 11.6 shall be entitled to vote the shares shown on the list opposite his or her name at the meeting to which the list relates.

11.13 Proxyholders and Representatives

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, as his or her nominee to attend and act at the

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meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing or have an electronic signature executed by the shareholder or his or her attorney and shall conform with the requirements of the Act. Alternatively, every shareholder which is a body corporate or other legal entity may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and that individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of the resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chair of the meeting. Any such proxyholder or representative need not be a shareholder. In the case of a proxy appointing a proxyholder to attend and act at a meeting or meetings of shareholders of an offering corporation, the proxy ceases to be valid one year from its date.

11.14 Time for Deposit of Proxies

The Board may fix a time not exceeding 48 hours, excluding non-business days, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at the meeting must be deposited with the Corporation or its agent, and any time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted on only if, before the time so specified, it has been deposited with the Corporation or its agent specified in the notice or if, no such time having been specified in the notice, it has been received by the secretary of the Corporation or by the chair of the meeting before the time of voting.

11.15 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares, but, if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

11.16 Votes to Govern

At any meeting of shareholders, every question shall, unless otherwise required by the Articles, By-laws, any Unanimous Shareholder Agreement or by law, be determined by a majority of the votes cast on the question.

11.17 Casting Vote

Subject to any Unanimous Shareholder Agreement, in case of an equality of votes at any meeting of shareholders either on a show of hands or on a poll, the chair of the meeting shall not be entitled to a second or casting vote.

11.18 Show of Hands

Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot is required or demanded as provided. On a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands has been taken on a question, unless a ballot is required or demanded, a declaration by the chair of the meeting that the vote on the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence

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of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the question, and the result of the vote so taken shall be the decision of the shareholders on the question.

11.19 Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken on it, the chair may require a ballot or any person who is present and entitled to vote on the question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chair shall direct. A requirement or demand for a ballot may be withdrawn at any time before the ballot is taken. If a ballot is taken, each person present shall be entitled, in respect of the shares which he or she is entitled to vote at the meeting on the question, to that number of votes provided by the Act or the Articles, and the result of the ballot so taken shall be the decision of the shareholders on the question.

11.20 Adjournment

The chair at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it will not be necessary to give notice of the adjourned meeting, other than by announcement at the original meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

11.21 Resolution in Lieu of Meeting

An Ordinary Resolution in writing signed by a majority of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless, in accordance with the Act:

(a) in the case of the resignation or removal of a Director, or the appointment or election of another person to fill the place of that Director, a written statement is submitted to the Corporation by the Director giving the reasons for his or her resignation or the reasons why he or she opposes any proposed action or resolution for the purpose of removing him or her from office or the election of another person to fill the office of that Director; or
(b) in the case of the removal or resignation of an auditor, or the appointment or election of another person to fill the office of auditor, representations in writing are made to the Corporation by that auditor concerning its proposed removal, the appointment or election of another person to fill the office of auditor or its resignation.

11.22 Only One Shareholder

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

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SECTION 12 – NOTICES

12.1 Method of Giving Notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations, the Articles, the Bylaws, any Unanimous Shareholder Agreement or otherwise to a shareholder, Director, officer, auditor or member of a committee of the Board shall be sufficiently given if delivered personally to the person to whom it is to be given or if mailed to him or her at his or her recorded address by prepaid, ordinary or air mail, or if sent to him or her at his or her recorded address by any telephonic or electronic means. A notice so delivered shall be deemed to have been given when it is delivered personally, and a notice so mailed shall be deemed to have been given on the fifth day after it is deposited in a post office or public letter box. A notice sent by any telephonic or electronic means shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch or through transmission of data or information through automated touch-tone telephone systems, computer networks, any other similar means or any other prescribed means. The secretary may change or cause to be changed the recorded address of any shareholder, Director, officer, auditor or member of a committee of the Board in accordance with any information believed by him or her to be reliable.

12.2 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of those persons shall be sufficient notice to all of them.

12.3 Computation of Time

In computing the period of days when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the period shall be deemed to begin on the day following the event that began the period and shall be deemed to end at midnight of the last day of the period, except that, if the last day of the period falls on a nonbusiness day, the period shall end at midnight on the day next following that is not a nonbusiness day.

12.4 Undelivered Notices

If any notice given to a shareholder pursuant to Section 12.1 is returned on three consecutive occasions because such shareholder cannot be found, the Corporation shall not be required to give any further notices to that shareholder until he or she informs the Corporation in writing of his or her new address.

12.5 Omissions and Errors

The accidental omission to give any notice to any shareholder, Director, officer, auditor or member of a committee of the Board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance of the notice shall not invalidate any action taken at any meeting held pursuant to the notice or otherwise founded on it.

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12.6 Persons Entitled by Death or Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of the share which has been duly given to the shareholder from whom he or she derives his or her title to the share before his or her name and address is entered on the securities register (whether the notice was given before or after the happening of the event on which he or she became so entitled) and before he or she furnished the Corporation with the proof of authority or evidence of his or her entitlement prescribed by the Act.

12.7 Waiver of Notice

Any shareholder, proxyholder or other person entitled to notice of or attend a meeting of shareholders, Director, officer, auditor or member of a committee of the Board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him or her under the Act, the regulations, the Articles, the By-laws, any Unanimous Shareholder Agreement or otherwise, and that waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of the notice, as the case may be. Any such waiver or abridgement shall be in writing, except a waiver of notice of a meeting of shareholders or of the Board or a committee of the Board, which may be given in any manner.

SECTION 13 – EFFECTIVE DATE

13.1 Effective Date

These By-laws shall come into force when made by the Board in accordance with the Act.

13.2 Paramountcy

In the event of any conflict between any provision of these By-laws and any provision of any Unanimous Shareholder Agreement, the provision of the Unanimous Shareholder Agreement shall prevail to the extent of the conflict, and the Directors and the shareholders shall amend these By-laws accordingly.

13.3 Repeal

All previous By-laws of the Corporation are repealed as of the coming into force of these By-laws. The repeal shall not affect the previous operation of any By-laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Articles or predecessor charter documents of the Corporation obtained pursuant to, any such By-laws before its repeal. All officers and persons acting under any By-laws so repealed shall continue to act as if appointed under the provisions of these By-laws, and all resolutions of the shareholders or the Board or a committee of the Board with continuing effect passed under any repealed By-laws shall continue to be good and valid except to the extent inconsistent with these By-laws and until amended or repealed.

BY-LAW NO. 1

D-1

SCHEDULE "D"

SPIRIT BANNER II CAPITAL CORP.

(the “Company”)

AMENDED AND RESTATED SHARE OPTION PLAN (ROLLING)

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this share option plan (the “Plan” ) of the Company, which, for greater certainty, includes the U.S. Sub-Plan (defined below), is to provide an incentive to eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the TSX Venture Policies and any inconsistencies between this Plan and the policies of the TSX Venture Policies will be resolved in favour of the latter.

1.2 This Plan includes a U.S. Sub-Plan, which provisions are only applicable to U.S. Participants (defined below).

1.3 This Plan shall take effect upon completion of the Company’s reverse take-over transaction and, upon taking effect, shall amend, restate, supercede and replace in its entirety the Company’s rolling share option plan approved by the Board (defined below) on May 17, 2021 (the “Original Plan” ).

Definitions

1.4 In this Plan:

(a) “Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company.

(b) “Associate” has the meaning set out in the Securities Act.

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

(d) “Board” means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan.

(e) “Change of Control” includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

(i) the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act and the rules and regulations thereunder) of voting securities of the Company which, together with any other voting securities of the Company held by such person or company or persons or companies, constitute, in the aggregate, more than 20% of all outstanding voting securities of the Company;

(ii) an amalgamation, arrangement or other form of business combination of the Company with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding voting securities of the Company (including a merged or successor company) resulting from the business combination;

(iii) the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than a subsidiary of the Corporation or other than in the ordinary course of business of the Company; or

(iv) individuals who, on the Grant Date, are members of the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.

(f) “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

(g) “ Common Shares ” means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture.

(h) “ Company ” means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law.

(i) “ Consultant ” means an individual or Consultant Company, other than an Employee, Officer or Director that:

(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;

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

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

(j) “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner.

(k) “Directors” means the directors of the Company as may be elected from time to time.

(l) “Discounted Market Price ” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

(m) “Disinterested Shareholder Approval” means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates.

(n) “Distribution” has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury.

(o) “Employee” means:

(i) an individual who is considered an employee under the Income Tax Act (Canada) (i.e., for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Company or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source.

(p) “Exchange Hold Period” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

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

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

(s) “Grant Date” for an Option means the date of grant thereof by the Board.

(t) “Insider” means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company.

(u) “Investor Relations Activities” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

(v) “Management Company Employee” means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities.

(w) “Market Price” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

(x) “Officer” means a Board appointed officer of the Company.

(y) “Option” means the right to purchase Common Shares granted hereunder to a Service Provider.

(z) “Option Agreement” means the notice of grant of an Option and related stock option agreement entered into between the Company and each a Service Provider in respect of Options granted under this Plan.

(aa) “Optioned Shares” means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option.

(bb) “Optionee” means the recipient of an Option hereunder.

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

(dd) “Participant” means a Service Provider that becomes an Optionee.

(ee) “Permanent Disability” shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Company or any subsidiary because of the sickness or injury of the Participant.

(ff) “Person” includes a company, any unincorporated entity, or an individual.

(gg) “Plan” means this share option plan, the terms of which are set out herein or as may be amended.

(hh) “Plan Shares” means the total number of Common Shares that may be reserved for issuance as Optioned Shares under this Plan as provided in Section 2.2.

(ii) “Regulatory Approval” means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder.

(jj) “Securities Act” means the Securities Act (Ontario) or any successor legislation.

(kk) “Service Provider” means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers.

(ll) “Share Compensation Arrangement” means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan, restricted share plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares.

(mm) “Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting.

(nn) “Take Over Bid” means a take-over bid as defined in National Instrument 62-104 (Takeover Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company.

(oo) “TSX Venture” or “TSX-V” means the TSX Venture Exchange and any successor thereto.

(pp) “TSX Venture Policies” means the rules and policies of the TSX Venture as amended from time to time.

(qq) “U.S. Sub-Plan” means the “Sub-Plan for U.S. Participants” as more particularly set out in ARTICLE 6, including, for greater certainty, the California Terms and Conditions attached hereto as Appendix “A” .

Other Words and Phrases

1.5 Words and phrases used in this Plan but that are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

1.6 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2 The aggregate number of Common Shares issuable upon the exercise of all Options granted under this Plan (including, for greater certainty, the U.S. Sub-Plan) and Common Shares reserved

for issuance under any other Share Compensation Arrangement granted or made available by the Company from time to time may not exceed in aggregate 10% of the Outstanding Shares at the time of any Option grant.

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Service Providers of the Company, or its Affiliates, from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under the Plan

2.4 All Options granted under this Plan will be evidenced by an Option Agreement in the form approved by the Board from time-to-time, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms and any pre-vesting exercise rights, if any, and the Exercise Price. 2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Agreement made hereunder.

Limitations on Issue

2.6 Subject to Section 2.10, the following restrictions on issuances of Options are applicable under this Plan:

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

(b) the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture; and

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

Options Not Exercised

2.7 In the event an Option granted under this Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to this Plan and will be eligible for re-issuance.

Powers of the Board

2.8 The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Common Shares for issuance in connection with the exercise of Options;
(b) grant Options hereunder;
(c) approve the terms of any Option Agreement;
(d) waive the requirement of vesting with respect to any Options;
(e) approve the pre-vesting exercise of Options on the terms and subject to the conditions set forth in the Option Agreement;
(f) make determinations as to whether a Change of Control has occurred;

(g) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under this Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company’s tier classification thereunder; and

(h) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do.

Amendment of the Plan by the Board of Directors

2.9 Subject to the requirements of the TSX Venture Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify this Plan or any Option granted as follows:

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

(b) it may change the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSX Venture, if applicable;

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

(d) it may make amendments necessary as a result in changes in securities laws applicable to the Company, including, but not limited to applicable U.S. securities laws;

(e) if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX Venture, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and

(f) it may make such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers.

Amendments Requiring Disinterested Shareholder Approval

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

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

(i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;

(ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or

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

(b) any reduction in the Exercise Price of an Option previously granted to an Insider.

Options Granted Under the Company’s Previous Share Option Plans

2.11 Any Option granted pursuant to the Original Plan previously adopted by the Board that is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof. 2.12 The term of Options granted pursuant to the Original Plan must expire not later than 12 months after the Optionee ceases to be an eligible Service Provider under this Plan.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under this Plan, and cannot be less than the Discounted Market Price.

Term of Option

3.2 Subject to Section 3.10, an Option can be exercisable for a maximum of 10 years from the Grant Date.

Option Amendment

3.3 Subject to Section 2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture and the date of the last amendment of the Exercise Price.

3.4 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in Section 3.2.

3.5 Any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option.

Vesting of Options

3.6 Subject to Section 3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under this Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

(b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

3.7 Notwithstanding Section 3.6, Options granted to Consultants conducting Investor Relations Activities will vest:

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

(b) such longer vesting period as the Board may determine.

Effect of Take Over Bid

3.8 If a Take Over Bid is made to the shareholders generally then the Board will have the discretion, upon receipt of notice of the Take Over Bid, to determine to accelerate the vesting of outstanding Options and notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding Section 3.6 and Section 3.7 or any vesting requirements set out in the Option Agreement, but subject to ARTICLE 6, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies and subject to any additional limitations imposed by the Board.

Acceleration of Vesting on Change of Control

3.9 Subject to the specific terms as to vesting contained in any Option Agreement, the Board will have the discretion, but not the obligation, to accelerate the vesting of all or any portion of any Options that are outstanding and subject to vesting in the event of a Change of Control. In the event of a determination of the Board to accelerate vesting, and unless otherwise determined by the Board, the Options shall be deemed to have immediately vested upon the occurrence of the Change of Control. The foregoing provisions will not apply to Options granted to a Person engaged in Investor Relations Activities.

Extension of Options Expiring During Blackout Period

3.10 Should the Expiry Date for an Option fall within a Blackout Period, or within nine (9) Business Days following the expiration of a Blackout Period, such Expiry Date shall, subject to approval of the TSX Venture, be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under this Plan. Notwithstanding Section 2.8, the tenth Business Day period referred to in this Section 3.10 may not be extended by the Board. For the avoidance of doubt, with respect to U.S. Participants, if the Expiry Date of an Incentive Stock Option (as defined below) is extended pursuant to this Section 3.10, such Option shall automatically become a Nonstatutory Stock Option (as defined below).

Optionee Ceasing to be Director, Employee or Service Provider

3.11 Options may be exercised after the Service Provider has left his/her/their employ/office or has been advised by the Company that his/her/their services are no longer required or his/her/their service contract has expired, until the term applicable to such Options expires, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by the Optionee at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(b) an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, and only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company; and

(c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

Non Assignable

3.12 Subject to Section 3.11, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in addition to the provisions set out in Section 3.14 and Section 3.15, in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale that the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this Section 3.13;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.13, such

questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants in the city of the Company’s principal executive office, that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees.

Corporate Transactions

3.14 In the event that the Company undertakes a Change of Control or other corporate transaction (e.g., stock sale, merger, sale of all or substantially all assets or other similar transaction) (each a “Corporate Transaction” ):

(a) subject to applicable securities laws and the TSX Venture Policies, the Board may provide that any escrow, holdback, earn-out or similar provisions in the Corporate Transaction may apply to any payment made in respect of an Option to the same extent and in the same manner as such provisions apply to the Company’s shareholders (or, with such variations from the treatment of the Company’s shareholders as the Board, in its discretion, determines are necessary or advisable to effectuate the transaction); and

(b) subject to applicable securities laws and the TSX Venture Policies, all Options outstanding on the effective date of the Corporate Transaction shall be treated in the manner described in the definitive agreement with respect to the Corporate Transaction (or, in the event the Corporate Transaction does not entail a definitive agreement to which the Company is party, or the definitive agreement does not describe the treatment of such Options, then in the manner determined by the Board, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Options (or all portions of an Option) in an identical manner. The treatment specified in the definitive agreement or determined by the Board may include (without limitation) one or more of the following with respect to each outstanding Option, subject to applicable securities laws and the TSX Venture Policies:

(i) continuation of the Option by the Company (if the Company is the surviving entity);

(ii) assumption of the Option by the surviving entity or its parent in a manner that complies with Code Sections 409A and 424(a) (as applicable);

(iii) substitution by the surviving entity or its parent of a new option for the Option in a manner that complies with Code Sections 409A and 424(a) (as applicable);

(iv) cancellation of the Option and a payment to the Participant with respect to each Common Share subject to the portion of the Option that is vested as of the transaction date (after taking into account any acceleration of vesting that may apply or be provided by the Board) equal to the excess of (A) the value, as determined by the Board in its reasonable discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (B) the Exercise Price of the Option (such excess, the “ Spread ”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the definitive agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares. If the Spread applicable to an

Option is zero or a negative number, then the Option may be cancelled without making a payment to the Participant;

(v) cancellation of the Option without the payment of any consideration, provided that the Participant shall be notified of such treatment and given an opportunity to exercise the Option (to the extent the Option is vested or becomes vested as of the effective date of the transaction) during a period of not less than five business days preceding the effective date of the transaction, unless (A) a shorter period is required to permit a timely closing of the transaction and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise the Option. Any exercise of the Option during such period may be contingent upon the closing of the transaction;

(vi) suspension of the Participant’s right to exercise the Option during a limited period of time preceding the closing of the transaction if such suspension is administratively necessary to permit the closing of the transaction; and

(vii) termination of any right a Participant has to exercise the Option prior to the vesting in the Common Shares subject to the Option (i.e., “early exercise”), such that following the closing of the transaction the Option may only be exercised to the extent it is vested.

3.15 The Company, from time to time, may substitute or assume outstanding awards granted by another entity, whether in connection with an acquisition of such other entity or otherwise, by either: (i) granting an Option under this Plan (including, as applicable, the U.S. Sub-Plan) in substitution of such other entity’s award; or (ii) assuming and/or converting such award as if it had been granted under this Plan (including, as applicable, the U.S. Sub-Plan) if the terms of such assumed award could be applied to an Option granted under this Plan (including, as applicable, the U.S. Sub-Plan). Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Option under this Plan (including, as applicable, the U.S. Sub-Plan) if the other entity had applied the rules of this Plan (including, as applicable, the U.S. Sub-Plan) to such grant. In the event the Company assumes and converts an award granted by another entity, subject to the terms and conditions of this Plan (including, as applicable, the U.S. Sub-Plan), applicable securities laws and the TSX Venture Policies, the terms and conditions of such award will, to the extent determined by the Board in its discretion, remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code), and, with respect to U.S. Participants, such conversion shall be conducted in accordance with U.S. Treasury Regulation Section 1.424-1(a) for Incentive Stock Options and U.S. Treasury Regulation Section 1.409A-1(b)(5)(v)(D) for Nonstatutory Stock Options.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Option Agreement

purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise an Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to Section 4.3.

Tax Withholding and Procedures

4.3 Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law, including, but not limited to, the procedures and conditions set out in Section 6.23. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in Section 4.2 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded,

and must in all other respects follow any related procedures and conditions imposed by the Company.

Delivery of Optioned Shares and Hold Periods

4.4 As soon as practicable after receipt of the notice of exercise described in Section 4.2 and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. An Exchange Hold Period will be applied from the date of grant for all Options granted to any Service Provider, including Insiders, where the Exercise Price is set at a discount to the Market Price.

4.5 Pursuant to TSX Venture Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares, or written notice in the case of uncertificated shares, will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the date of the Option Agreement.

ARTICLE 5 GENERAL

Employment and Services

5.1 Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

5.3 This Plan, including, for greater certainty, the U.S. Sub-Plan, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of Ontario and Canadian federal law.

5.4 Each party irrevocably agrees that the courts of the Province of Ontario shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with, this Plan, including, for greater certainty, the U.S. Sub-Plan, or its subject matter or formation (including non-contractual disputes or claims).

Amendment of the Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Common Shares in respect of Options that have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of this Plan to Service Providers.

ARTICLE 6 SUB-PLAN FOR U.S. PARTICIPANTS

Purpose and Applicability

6.1 This Sub-Plan applies to the grant of Options to Service Providers who are either U.S. residents or U.S. taxpayers (each such Service Provider who is granted an Option under the Plan and this U.S. Sub-Plan, a “U.S. Participant” ). The purpose of this U.S. Sub-Plan is to facilitate compliance with U.S. tax, securities and other applicable laws, and to permit the Company to issue tax-qualified Incentive Stock Options (defined below) to eligible U.S. Participants.

6.2 Except as otherwise provided by this U.S. Sub-Plan, all Option grants made to U.S. Participants will be governed by the terms of the Plan, when read together with this U.S. Sub-Plan. In any case of an irreconcilable contradiction (as determined by the Board) between the provisions of this U.S. Sub-Plan and the Plan, the provisions of this U.S. Sub-Plan will govern and supersede any such contradiction unless explicitly provided otherwise in this U.S. Sub-Plan. Notwithstanding the foregoing, this U.S. Sub-Plan shall be subject to the limitations set out in Section 2.6 and in no event shall Options be granted pursuant to this U.S. Sub-Plan in contravention of Section 2.6.

Definitions

6.3 Capitalized terms contained herein have the same meanings given to them herein, unless otherwise provided in this ARTICLE 6. In this ARTICLE 6, the following words will have the meaning as defined below:

(a) “ Disability ” means the inability of a U.S. Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Section 22(e)(3) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(b) "Exchange" means the TSX Venture and any other stock exchange or stock quotation system on which the Common Shares trade.

(i) if the Common Shares are listed on the TSX Venture, the Fair Market Value shall be the last closing sales price for such shares as quoted on the TSX Venture for the market trading day immediately prior to the date of grant of the Option;

(ii) if the Common Shares are listed on an Exchange other than the TSX Venture, the Fair Market Value shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such Exchange for the market trading day immediately prior to the time of determination; and

(iii) if the Common Shares are not listed on an Exchange, the Fair Market Value shall be determined in good faith by the Board, where Fair Market Value with respect to

Options granted pursuant to this U.S. Sub-Plan shall be determined by the Board to be the value of an ordinary fully paid Common Share, determined by the Board in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

(d) “ Family Members ” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-inlaw, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the U.S. Participant, any person sharing the U.S. Participant’s household (other than a tenant or employee), a trust in which these persons (or the U.S. Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the U.S. Participant) control the management of the assets, and any other entity in which these persons (or the U.S. Participant) own more than 50% of the voting interests.

(e) “ Incentive Stock Option ” or “ ISO ” means a stock option that is intended to be, and qualifies as, an incentive stock option within the meaning of Section 422 of the Code.

(f) “ Nonstatutory Stock Option ” or “ NSO ” means a stock option granted to a U.S. Participant that does not qualify as an Incentive Stock Option.

(g) “ Subsidiary ” means a corporation, whether now or hereafter existing, in an unbroken chain of corporations beginning with the Company, if each corporation other than the Company owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain, as provided in the definition of a “subsidiary corporation” contained in Section 424(f) of the Code.

(h) “ U.S. ” means the United States of America.

(i) “U.S. Consultant ” means a person, excluding employees, who performs bona fide services for the Company or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the U.S. Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the U.S. Securities Act;.

(j) “U.S. Participant” has the meaning ascribed thereto in Section 6.1.

(k) “U.S. Securities Act ” means the U.S. Securities Act of 1933, as amended.

Additional Terms and Conditions Applicable to All Options Granted to U.S. Participants

6.4 Maximum Shares Issuable to U.S. Participants . For greater certainty, the maximum aggregate number of Common Shares that may be issued upon the exercise of Options granted under this U.S. Sub-Plan is, in the aggregate, 10% of the Outstanding Shares at the time of any Option grant, all of which may be issued pursuant to the exercise of Incentive Stock Options.

6.5 Form of Option. Options for U.S. Participants shall be in substantially the form approved for use under the Plan. At the time of grant of the Option, the Board shall indicate if all or a portion of the Option is designated as an Incentive Stock Option. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option.

6.6 Eligibility . Incentive Stock Options may be granted only to Service Providers who are employees of the Company or a Subsidiary in accordance with the Code. Nonstatutory Stock Options may be granted to any Service Provider, provided that Service Providers who are U.S. Participants and render services as U.S. Consultants or independent contractors (as classified under applicable U.S. law) shall be natural persons and otherwise meet the requirements of Rule 701 of the U.S. Securities Act.

6.7 Maximum Term of Options . Subject to Section 3.10 and Section 6.18 regarding Incentive Stock Options granted to certain major stockholders, no Option granted to a U.S. Participant will be exercisable after the expiration of ten (10) years from the Grant Date, or such shorter period specified in the Option or otherwise determined by the Board.

6.8 Exercise Price . Subject to: (i) the provisions of Section 6.18 regarding Incentive Stock Options granted to certain major stockholders; and (ii) the minimum price requirement set out in Section 3.1, the exercise price of each Option granted to a U.S. Participant will be not less than one hundred percent (100%) of the Fair Market Value of the Common Shares subject to the Option on the date the Option is granted.

6.9 No Right to Employment or Other Status . No person shall have any claim or right to be granted an Option under this U.S. Sub-Plan, and the grant of an Option shall not be construed as giving a U.S. Participant the right to continued employment or any other service relationship with the Company.

6.10 Vesting and Exercise of Options . Options granted to U.S. Participants shall vest in accordance with the terms of the Option provided in the applicable Option Agreement, and shall have a term and may be exercised following termination in accordance with the Plan, this U.S. Sub-Plan and the applicable Option Agreement, provided that in no event may any Option be exercised later than the tenth (10th) anniversary of the relevant Grant Date.

6.11 Conditions on Delivery of Common Shares . The Company will not be obligated to deliver any Common Shares pursuant to this U.S. Sub-Plan or to remove restrictions from Common Shares previously delivered under this U.S. Sub-Plan until:

(a) all conditions of the Option have been met or removed to the satisfaction of the Company;

(b) in the opinion of the Company’s counsel, all other legal matters in connection with the issue, allotment and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations; and

(c) the U.S. Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

described in Section 6.13. Provided that the “Repurchase Limitation” in Section 6.13 is not violated, the Company will not be required to exercise its repurchase right until at least six months (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following the exercise of the Option unless the Board otherwise specifically provides in the applicable Option Agreement.

6.13 Repurchase Limitation . The terms of any repurchase right in favor of the Company will be specified in the applicable Option Agreement and shall be subject in all respects to the TSX Venture Policies. The repurchase price for vested Common Shares will be the Fair Market Value of the Common Shares on the date of repurchase. The repurchase price for unvested Common Shares will be the lower of: (a) the Fair Market Value of the Common Shares on the date or repurchase; and (b) the Exercise Price paid by the U.S. Participant for such Common Shares. However, to the extent necessary to avoid classification of the vested Common Shares as a liability for financial accounting purposes and, to the extent applicable, only if permitted by the TSX Venture Policies, the Company will not exercise its repurchase right until at least six months (or such longer or shorter period of time necessary to avoid classification of the vested Common Shares as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Option, unless otherwise specifically provided by the Board.

6.14 Transferability. Except as set forth in this Section 6.13 and subject to compliance with the TSX Venture Policies, prior to exercise, Options and Common Shares issuable upon exercise of such Options, may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner (including any “short position”, any “put equivalent position” or “call equivalent position” (as defined in Rule 16a-1 of the U.S. Securities Exchange Act of 1934, as amended)) other than by will or by the laws of descent or distribution. The designation of a beneficiary by a U.S. Participant will not constitute a transfer. An Option and, prior to exercise, the Common Shares to be issued on exercise of such Option, may not be transferred and may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 6.13. Notwithstanding anything else in this Section 6.13 or the Plan to the contrary but subject to compliance with the TSX Venture Policies, to the extent permitted by applicable law, the Board may in its sole discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members.

6.15 Additional Board Administration Authority . In addition to the authority granted to the Board under Section 2.8, with respect to U.S. Participants the Board shall also have the authority to: (a) determine the Fair Market Value of the Common Shares in accordance with the definition of Fair Market Value as set forth in Section 6.3; (b) approve the form(s) of Option Agreement(s) and other related documents used under the Plan and this U.S. Sub-Plan; (c) subject to the terms of the Plan and this U.S. Sub-Plan, determine the terms and conditions of any Option, which terms and conditions include but are not limited to the Exercise Price, the time or times when Options may be exercised (which may be based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Option; (d) subject to the terms of the Plan and this U.S. Sub-Plan and the TSX Venture Policies, to amend any outstanding Option or Option Agreement, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company or a Subsidiary), provided that no amendment shall be made that would materially and adversely affect the rights of any U.S. Participant without his or her consent; (e) subject to the terms of the Plan and this U.S. Sub-Plan and the TSX Venture Policies, offer to buy out for a payment in cash or Common Shares an Option previously

granted under the Plan based on such terms and conditions as the Board shall establish and communicate to the U.S. Participant at the time that such offer is made; and (f) to construe and interpret the terms of this U.S. Sub-Plan and any Option granted under the Plan and this U.S. Sub-Plan.

Additional Provisions Applicable to Incentive Stock Options

6.16 Eligible Recipients of ISOs. Incentive Stock Options may be granted only to Service Providers that are Employees of the Company or a Subsidiary.

6.17 Designation of ISO Status. The Board action approving the grant of an Incentive Stock Option to a U.S. Participant must specify that the Option is intended to be an Incentive Stock Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The Company shall have no liability to a U.S. Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board to amend, modify or terminate the Plan, this U.S. Sub-Plan or any Option, including without limitation, the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

6.18 Limits for 10% Stockholders. A person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the Grant Date and the Option is not exercisable after the expiration of five (5) years from the Grant Date.

6.19 No Transfer. As provided by Section 422(b)(5) of the Code, and if permitted by the Plan, an Incentive Stock Option will not be transferable except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the U.S. Participant only by the U.S. Participant or the U.S. Participant’s guardian or legal representative. If permitted by the TSX Venture Policies, and the Board elects to allow the transfer of an Option by a U.S. Participant that is designated as an Incentive Stock Option, such transferred Option will automatically become a Nonstatutory Stock Option.

6.20 U.S. $100,000 Limit. As provided by Section 422(d) of the Code and applicable regulations thereunder, to the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds US$100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option.

6.21 Post-Termination Exercise Period. To obtain the U.S. federal income tax advantages associated with an Incentive Stock Option, the U.S. Internal Revenue Code requires that at all times beginning on the Grant Date and ending on the day three (3) months before the date of exercise of the Option, the U.S. Participant must be an employee of the Company or a Subsidiary (except in the event of the U.S. Participant’s death or Disability, in which case longer periods apply).

LEGAL_37018572.7

6.22 Disqualifying Disposition. If a U.S. Participant disposes of Common Shares acquired upon exercise of an Incentive Stock Option within two years from the Grant Date or one year after such Common Shares were acquired pursuant to exercise of such Option, the U.S. Participant shall notify the Company in writing of such disposition.

Tax Matters

6.23 Tax Withholding Requirement. In addition to the rights and powers set out under Section 4.3, prior to the delivery of any Common Shares pursuant to the exercise of an Option, the Company will have the power and the right to deduct or withhold, or require a U.S. Participant to remit to the Company, an amount sufficient to satisfy any U.S. federal, state, local, foreign or other taxes (including the U.S. Participant’s Federal Insurance Contributions Act obligations) required to be withheld with respect to such Option.

6.24 Section 409A of the Code. Unless otherwise expressly provided for in the Option, the terms applicable to Options granted under this U.S. Sub-Plan will be interpreted to the greatest extent possible in a manner that makes the Options exempt from Section 409A of the Code, and, to the extent not so exempt, that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan (and unless a written contract with the U.S. Participant specifically provides otherwise), if the Common Shares are publicly traded, and if a U.S. Participant holding an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” under Section 409A of the Code, then no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such U.S. Participant’s “separation from service” or, if earlier, the date of the U.S. Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule. The Company shall have no liability to a U.S. Participant or any other party if an Option that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board.

Shareholder Approval

6.25 In addition to any shareholder approval requirements under the TSX Venture Policies, continuance of this U.S. Sub-Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date this U.S. Sub-Plan is adopted by the Board. Any Common Shares purchased under this U.S. Sub-Plan before shareholder approval is obtained must be rescinded if shareholder approval is not obtained within twelve (12) months before or after the date this U.S. SubPlan is adopted by the Board.

Term, Amendment and Termination of the U.S. Sub-Plan

6.26 No Options may be granted under this U.S. Sub-Plan while either the Plan or this U.S. SubPlan is suspended or after the Plan or this U.S. Sub-Plan is terminated (but Options previously granted under this U.S. Sub-Plan may extend beyond that date). 6.27 If this U.S. Sub-Plan is terminated, the provisions of this U.S. Sub-Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of suspension or

LEGAL_37018572.7

termination of this U.S. Sub-Plan, will continue to apply to any outstanding Options as long as an Option issued pursuant to this U.S. Sub-Plan remain outstanding.

6.28 No amendment, suspension or termination of this U.S. Sub-Plan may materially adversely affect any Options granted previously to any U.S. Participant without the consent of the U.S. Participant.

Amendment of Options

6.29 Subject to compliance with the TSX Venture Policies, the Board may amend, modify or terminate any outstanding Option granted to a U.S. Participant, including but not limited to, substituting therefor another Option of the same or different type, changing the date of exercise or realization, accelerating the vesting, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the U.S. Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the U.S. Participant.

Invalid Provisions

6.30 In the event that any provision of this U.S. Sub-Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein. If at any time the Company determines that the delivery of Common Shares or the granting of an Option under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or U.S. federal or state securities laws, the right to receive or exercise an Option or receive Common Shares purchased pursuant to exercising an Option shall be suspended until the Company determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Shares under U.S. federal or state securities laws.

California Participants

6.31 A U.S. Participant located in California shall receive Nonstatutory Stock Options and Incentive Stock Options that comply also with the California Terms and Conditions attached hereto as Appendix “A” .

APPENDIX A

California Terms and Conditions

Capitalized terms contained herein have the same meanings given to them in the Plan to which this Appendix “A” is attached.

Applicability of this Appendix “A”. Securities of the Company ( “Securities” ) granted under the U.S. Sub-Plan that are granted to U.S. Participants resident in California (“ California Participants ”) shall be subject to the additional requirements of this Appendix “A”. In the event of any conflict or inconsistency between the provisions of this Appendix “A” and the Plan and/or the U.S. Sub Plan, the provisions of this Appendix “A” shall control.
Securities Law Compliance. A person shall not be eligible for the grant of a Security if, at the time of grant, either the offer or the sale of the Company’s securities to such person is not exempt under Rule 701 of the U.S. Securities Act because of the nature of the services that the person is providing to the Company and/or any Affiliate, or because such person is not a natural person, or as otherwise provided by Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the U.S. Securities Act, as well as comply with the securities laws of all other relevant jurisdictions.
Termination of Employment. In the event a California Participant’s employment or service with the Company or a Subsidiary terminates (other than upon the California Participant’s death or Disability), the California Participant shall have at least 30 days after termination of employment to exercise the California Participant’s Option (to the extent that the California Participant was entitled to exercise such Option as of the date of termination), or, if earlier, until the expiration of the term of the Option as set forth in the applicable agreement. If, after termination, the California Participant does not exercise the California Participant’s Option within the time specified in the applicable agreement, the Option shall terminate.
Disability of Participant. In the event that a California Participant’s employment or service with the Company or a Subsidiary terminates as a result of the California Participant’s Disability, the California Participant shall have at least six months to exercise the Participant’s Option (to the extent that the California Participant was entitled to exercise such Option as of the date of termination), or, if earlier, until the expiration of the term of the Option as set forth in the applicable agreement. If, after termination, the California Participant does not exercise the California Participant’s Option within the time specified herein, the Option shall terminate.
Death of Participant. In the event: (i) a California Participant’s employment or service with the Company or a Subsidiary terminates as a result of the California Participant’s death; or (ii) the California Participant dies within the post-termination exercise period (if any) specified in the Option after the termination of the California Participant’s employment for a reason other than death, then the Option shall be exercisable (to the extent the California Participant was entitled to exercise such Option as of the date of death) by the California Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the California Participant’s death for at least six (6) months following the date of death or, if earlier, until the expiration of the term of such Option as set forth in the applicable agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.
Expiration Date. Notwithstanding anything stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary of the Grant Date.
Adjustments. In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Common Shares without the receipt of consideration by the Company, the number of Common Shares covered by, and the exercise price of, each Option will, without further action of the Company, by proportionally adjusted to reflect such event, and the Company shall make such other adjustments as may be required by Section 25102(o) of the California Corporations Code.
Information. The Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations, consistent with the requirements of applicable laws, at least annually to each California Participant during the period such California Participant has one or more Options outstanding, and in the case of an individual who acquired Common Shares pursuant to the Plan, during the period such California Participant owns such Common Shares; provided, however, the Company shall not be required to provide such information if: (i) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information; or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the U.S. Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.
Shareholder Approval. In addition to any shareholder approval requirements under the TSX Venture Policies, shareholders representing a majority of the Company’s outstanding securities entitled to vote must approve the Plan (including the U.S. Sub-Plan and this Appendix A) by the later of (a) 12 months after the date the Plan is adopted or (b) 12 months after the granting of any Option to a California Participant.
Section 25102(o). This Appendix “A” is intended to comply with Section 25102(o) of the California Corporations Code (“ Section 25102(o) ”). Any provision of the Plan or the U.S. Sub-Plan that is inconsistent with Section 25102(o), including without limitation any provision of the Plan or the U.S. Sub-Plan that is more restrictive than would be permitted by Section 25102(o), shall, without further act or amendment by the Company, by reformed to comply with the provisions of Section 25102(o).

E-1

SCHEDULE "E"

SPIRIT BANNER II CAPITAL CORP.

(the “Company”)

LEGACY SHARE OPTION PLAN (FIXED)

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this legacy share option plan (the “Plan” ) of the Company, which, for greater certainty, includes the U.S. Sub-Plan (defined below), is to provide an incentive to eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the TSX Venture Policies and any inconsistencies between this Plan and the policies of the TSX Venture Policies will be resolved in favour of the latter.

1.2 This Plan includes a U.S. Sub-Plan, which provisions are only applicable to U.S. Participants (defined below).

1.3 This Plan shall take effect upon completion of the Company’s reverse take-over transaction (the “Transaction” ) and is in addition to the Amended and Restated Share Option Plan of the Company.

Definitions

1.4 In this Plan:

(a) “Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company.

(b) “Associate” has the meaning set out in the Securities Act.

(c) “Board” means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan.

(d) “Change of Control” includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

(e) “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

(f) “ Common Shares ” means the common shares without par value in the capital of the Company providing such class is listed on the TSX Venture.

(g) “ Company ” means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law.

(h) “ Consultant ” means an individual or Consultant Company, other than an Employee, Officer or Director that:

(ii) provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;

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

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

(i) “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner.

(j) “Directors” means the directors of the Company as may be elected from time to time.

(k) “Discounted Market Price ” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

(l) “Disinterested Shareholder Approval” means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates.

(m) “Distribution” has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury.

(n) “Employee” means:

(i) an individual who is considered an employee under the Income Tax Act (Canada) (i.e., for whom income tax, employment insurance and CPP deductions must be made at source);

(o) “Exchange Hold Period” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

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

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

(r) “Grant Date” for an Option means the date of grant thereof by the Board.

(s) “Insider” means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company.

(t) “Investor Relations Activities” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

(u) “Management Company Employee” means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of

the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities.

(v) “Market Price” has the meaning assigned by Policy 1.1 of the TSX Venture Policies.

(w) “Officer” means a Board appointed officer of the Company.

(x) “Option” means the right to purchase Common Shares granted hereunder to a Service Provider.

(y) “Option Agreement” means the notice of grant of an Option and related stock option agreement entered into between the Company and each a Service Provider in respect of Options granted under this Plan.

(z) “Optioned Shares” means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option.

(aa) “Optionee” means the recipient of an Option hereunder.

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

(cc) “Participant” means a Service Provider that becomes an Optionee.

(dd) “Permanent Disability” shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Company or any subsidiary because of the sickness or injury of the Participant.

(ee) “Person” includes a company, any unincorporated entity, or an individual.

(ff) “Plan” means this share option plan, the terms of which are set out herein or as may be amended.

(gg) “Plan Shares” means the total number of Common Shares that may be reserved for issuance as Optioned Shares under this Plan as provided in Section 2.2.

(hh) “Regulatory Approval” means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over this Plan and any Options issued hereunder.

(ii) “Securities Act” means the Securities Act (Ontario) or any successor legislation.

(jj) “Service Provider” means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers.

(kk) “Share Compensation Arrangement” means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan, restricted share plan or

any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares.

(ll) “Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting.

(mm) “Take Over Bid” means a take-over bid as defined in National Instrument 62-104 (Takeover Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company.

(nn) “Transaction” has the meaning set out in Section 1.3.

(oo) “Transaction Agreement” means the definitive agreement and related documents governing the Transaction.

(pp) “TSX Venture” or “TSX-V” means the TSX Venture Exchange and any successor thereto.

(qq) “TSX Venture Policies” means the rules and policies of the TSX Venture as amended from time to time.

(rr) “U.S. Sub-Plan” means the “Sub-Plan for U.S. Participants” as more particularly set out in ARTICLE 6, including, for greater certainty, the California Terms and Conditions attached hereto as Appendix “A” .

Other Words and Phrases

1.5 Words and phrases used in this Plan but that are not defined in this Plan, but are defined in the TSX Venture Policies, will have the meaning assigned to them in the TSX Venture Policies.

Gender

1.6 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 This Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Fixed Number of Plan Shares and Issuance of Options

2.2 All Options to be granted under this Plan shall be granted on closing of the Transaction to the Service Providers as set out in the Transaction Agreement, following which no further Options may be granted under this Plan. Subject to adjustment in accordance with the terms herein, the aggregate number of Common Shares issuable upon the exercise of all Options granted under this Plan (including, for greater certainty, the U.S. Sub-Plan) is fixed at 3,003,195.

Eligibility

2.3 Options to purchase Common Shares shall be granted hereunder to Service Providers of the Company, or its Affiliates, in accordance with Section 2.2. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under the Plan

Limitations on Issue

2.6 Subject to Section 2.10, the following restrictions on issuances of Options are applicable under this Plan:

Options Not Exercised

2.7 In the event an Option granted under this Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will not be returned to this Plan and will not be eligible for re-issuance.

Powers of the Board

(a) allot Common Shares for issuance in connection with the exercise of Options;
(b) grant Options hereunder in accordance with Section 2.2;
(c) approve the terms of any Option Agreement;
(d) waive the requirement of vesting with respect to any Options;
(e) approve the pre-vesting exercise of Options on the terms and subject to the conditions set forth in the Option Agreement;
(f) make determinations as to whether a Change of Control has occurred;

Amendment of the Plan by the Board of Directors

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

(b) it may change the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSX Venture, if applicable;

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

(d) it may make amendments necessary as a result in changes in securities laws applicable to the Company, including, but not limited to applicable U.S. securities laws;

(f) it may make such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers.

Amendments Requiring Disinterested Shareholder Approval

2.10 Except for such Option grants as contemplated in the Transaction Agreement, the Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

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

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

(b) any reduction in the Exercise Price of an Option previously granted to an Insider.

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of each Option will be the Exercise Price as set out in the Transaction Agreement. For greater certainty, the Exercise Price of each option shall be a value that is less than the Discounted Market Price.

Term of Option

3.2 The term of each Option shall be the term as set out in the Transaction Agreement. For greater certainty, notwithstanding any other term herein or in the Transaction Agreement, an Option can be exercisable for a maximum of 10 years from the Grant Date.

Option Amendment

3.4 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in Section 3.2.

3.5 Any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option.

Vesting of Options

3.6 Subject to Section 3.7, vesting of Options shall be in accordance with the vesting provisions provided in the Transaction Agreement.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

3.7 Notwithstanding Section 3.6, Options granted to Consultants conducting Investor Relations Activities will vest:

(b) such longer vesting period as the Board may determine.

Effect of Take Over Bid

3.8 If a Take Over Bid is made to the shareholders generally then the Board will have the discretion, upon receipt of notice of the Take Over Bid, to determine to accelerate the vesting of outstanding Options and notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding Section 3.6 and Section 3.7 or any vesting requirements set out in the Option Agreement, but subject toARTICLE 6, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSX Venture for vesting requirements imposed by the TSX Venture Policies and subject to any additional limitations imposed by the Board.

Acceleration of Vesting on Change of Control

Extension of Options Expiring During Blackout Period

3.10 [intentionally deleted]

Optionee Ceasing to be Director, Employee or Service Provider

3.11 [intentionally deleted]

Non Assignable

3.12 All Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this

Section 3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.13, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants in the city of the Company’s principal executive office, that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees.

Corporate Transactions

(i) continuation of the Option by the Company (if the Company is the surviving entity);

(ii) assumption of the Option by the surviving entity or its parent in a manner that complies with Code Sections 409A and 424(a) (as applicable);

(iii) substitution by the surviving entity or its parent of a new option for the Option in a manner that complies with Code Sections 409A and 424(a) (as applicable);

(such excess, the “ Spread ”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the definitive agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares. If the Spread applicable to an Option is zero or a negative number, then the Option may be cancelled without making a payment to the Participant;

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Option Agreement

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Agreement for execution by the Company and the Optionee detailing the terms of such Options and upon such delivery the Optionee will be subject to this Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.

Manner of Exercise

4.2 An Optionee who wishes to exercise an Option may do so by delivering:

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

Tax Withholding and Procedures

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded,

and must in all other respects follow any related procedures and conditions imposed by the Company.

Delivery of Optioned Shares and Hold Periods

ARTICLE 5 GENERAL

Employment and Services

No Representation or Warranty

Interpretation

Amendment of the Plan

ARTICLE 6 SUB-PLAN FOR U.S. PARTICIPANTS

Purpose and Applicability

Definitions

(a) “Cause” for termination of a U.S. Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable Option Agreement, employment agreement or other applicable written agreement) if the U.S. Participant’s Continuous Service Status is terminated for any of the following reasons: (i) U.S. Participant’s willful failure to perform his or her duties and responsibilities to the Company or U.S. Participant’s violation of any written Company policy; (ii) U.S. Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) U.S. Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the U.S. Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) U.S. Participant’s material breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a U.S. Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the U.S. Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate.

(b) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Board or a committee of the Board, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or

statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee to a Consultant or from a Consultant to an Employee.

(c) “ Disability ” means the inability of a U.S. Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Section 22(e)(3) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(d) "Exchange" means the TSX Venture and any other stock exchange or stock quotation system on which the Common Shares trade.

(e) "Fair Market Value" means, as of any date, the value of the Common Shares, determined as follows:

(iii) if the Common Shares are not listed on an Exchange, the Fair Market Value shall be determined in good faith by the Board, where Fair Market Value with respect to Options granted pursuant to this U.S. Sub-Plan shall be determined by the Board to be the value of an ordinary fully paid Common Share, determined by the Board in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

(f) “ Family Members ” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-inlaw, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the U.S. Participant, any person sharing the U.S. Participant’s household (other than a tenant or employee), a trust in which these persons (or the U.S. Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the U.S. Participant) control the management of the assets, and any other entity in which these persons (or the U.S. Participant) own more than 50% of the voting interests.

(g) “ Incentive Stock Option ” or “ ISO ” means a stock option that is intended to be, and qualifies as, an incentive stock option within the meaning of Section 422 of the Code.

(h) “ Nonstatutory Stock Option ” or “ NSO ” means a stock option granted to a U.S. Participant that does not qualify as an Incentive Stock Option.

(i) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant of the Option, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of this U.S. Sub-Plan shall be considered a Parent commencing as of such date.

(j) “ Subsidiary ” means a corporation, whether now or hereafter existing, in an unbroken chain of corporations beginning with the Company, if each corporation other than the Company owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain, as provided in the definition of a “subsidiary corporation” contained in Section 424(f) of the Code.

(k) “Termination Date” means the date of termination of Optionee’s Continuous Service Status for any reason.

(l) “ U.S. ” means the United States of America.

(m) “U.S. Consultant ” means a person, excluding employees, who performs bona fide services for the Company or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the U.S. Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the U.S. Securities Act;.

(n) “U.S. Participant” has the meaning ascribed thereto in Section 6.1.

(o) “U.S. Securities Act ” means the U.S. Securities Act of 1933, as amended.

Additional Terms and Conditions Applicable to All Options Granted to U.S. Participants

6.4 Maximum Shares Issuable to U.S. Participants . For greater certainty, the maximum aggregate number of Common Shares that may be issued upon the exercise of Options granted under this U.S. Sub-Plan is, in the aggregate, the number of Options set out in Section 2.2, all of which may be issued pursuant to the exercise of Incentive Stock Options.

6.7 Maximum Term of Options . Subject to Section 3.2 and Section 6.18 regarding Incentive Stock Options granted to certain major stockholders, no Option granted to a U.S. Participant will be exercisable after the expiration of ten (10) years from the Grant Date, or such shorter period specified in the Option or otherwise determined by the Board.

6.8 Exercise Price . [intentionally deleted]

(a) all conditions of the Option have been met or removed to the satisfaction of the Company;

6.12 Early Exercise of Options . Subject to Section 3.7, a Nonstatutory Stock Option may, at the Board’s discretion, include a provision whereby the U.S. Participant may elect at any time before the U.S. Participant has left his/her/their employ/office or has been advised by the Company that his/her/their services are no longer required or his/her/their service contract has expired to exercise the Option as to any part or all of the Common Shares subject to the Option prior to the full vesting of the Option. Any unvested Common Shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate, subject to the “Repurchase Limitation” described in Section 6.13. Provided that the “Repurchase Limitation” in Section 6.13 is not violated, the Company will not be required to exercise its repurchase right until at least six months (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following the exercise of the Option unless the Board otherwise specifically provides in the applicable Option Agreement.

classification of the vested Common Shares as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Option, unless otherwise specifically provided by the Board.

Additional Provisions Applicable to Incentive Stock Options

6.16 Eligible Recipients of ISOs. Incentive Stock Options may be granted only to Service Providers that are Employees of the Company or a Subsidiary.

that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board to amend, modify or terminate the Plan, this U.S. Sub-Plan or any Option, including without limitation, the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

Tax Matters

6.24 Section 409A of the Code. Unless otherwise expressly provided for in the Option, the terms applicable to Options granted under this U.S. Sub-Plan will be interpreted to the greatest extent

possible in a manner that makes the Options exempt from Section 409A of the Code, and, to the extent not so exempt, that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan (and unless a written contract with the U.S. Participant specifically provides otherwise), if the Common Shares are publicly traded, and if a U.S. Participant holding an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” under Section 409A of the Code, then no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such U.S. Participant’s “separation from service” or, if earlier, the date of the U.S. Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule. The Company shall have no liability to a U.S. Participant or any other party if an Option that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board.

Shareholder Approval

Term, Amendment and Termination of the U.S. Sub-Plan

6.27 If this U.S. Sub-Plan is terminated, the provisions of this U.S. Sub-Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of suspension or termination of this U.S. Sub-Plan, will continue to apply to any outstanding Options as long as an Option issued pursuant to this U.S. Sub-Plan remain outstanding.

6.28 No amendment, suspension or termination of this U.S. Sub-Plan may materially adversely affect any Options granted previously to any U.S. Participant without the consent of the U.S. Participant.

Amendment of Options

Invalid Provisions

California Participants

Additional Termination Provisions

6.32 All Options shall be subject to the following termination provisions:

(a) in the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Options, exercise the Options during the termination period set forth in the Option Agreement;

(b) in the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within six (6) months following the date of such termination, exercise the Options to the extent Optionee is vested in the Options;

(c) in the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s death, or in the event of Optionee’s death within thirty (30) days following Optionee’s Termination Date, the Options may be exercised at any time within twelve (12) months following the date of death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise the Options by bequest or inheritance, but only to the extent Optionee is vested in the Options; and

(d) in the event of termination of Optionee’s Continuous Service Status for Cause, the Options (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If Optionee’s Continuous Service Status is suspended pending an investigation of whether Optionee’s Continuous Service Status will be terminated for Cause, all Optionee’s rights under the Options, including the right to exercise the Options, shall be suspended during the investigation period.

APPENDIX A

California Terms and Conditions

Capitalized terms contained herein have the same meanings given to them in the Plan to which this Appendix “A” is attached.

Applicability of this Appendix “A”. Securities of the Company ( “Securities” ) granted under the U.S. Sub-Plan that are granted to U.S. Participants resident in California (“ California Participants ”) shall be subject to the additional requirements of this Appendix “A”. In the event of any conflict or inconsistency between the provisions of this Appendix “A” and the Plan and/or the U.S. Sub Plan, the provisions of this Appendix “A” shall control.
Securities Law Compliance. A person shall not be eligible for the grant of a Security if, at the time of grant, either the offer or the sale of the Company’s securities to such person is not exempt under Rule 701 of the U.S. Securities Act because of the nature of the services that the person is providing to the Company and/or any Affiliate, or because such person is not a natural person, or as otherwise provided by Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the U.S. Securities Act, as well as comply with the securities laws of all other relevant jurisdictions.
Termination of Employment. In the event a California Participant’s employment or service with the Company or a Subsidiary terminates (other than upon the California Participant’s death or Disability), the California Participant shall have at least 30 days after termination of employment to exercise the California Participant’s Option (to the extent that the California Participant was entitled to exercise such Option as of the date of termination), or, if earlier, until the expiration of the term of the Option as set forth in the applicable agreement. If, after termination, the California Participant does not exercise the California Participant’s Option within the time specified in the applicable agreement, the Option shall terminate.
Disability of Participant. In the event that a California Participant’s employment or service with the Company or a Subsidiary terminates as a result of the California Participant’s Disability, the California Participant shall have at least six months to exercise the Participant’s Option (to the extent that the California Participant was entitled to exercise such Option as of the date of termination), or, if earlier, until the expiration of the term of the Option as set forth in the applicable agreement. If, after termination, the California Participant does not exercise the California Participant’s Option within the time specified herein, the Option shall terminate.
Death of Participant. In the event: (i) a California Participant’s employment or service with the Company or a Subsidiary terminates as a result of the California Participant’s death; or (ii) the California Participant dies within the post-termination exercise period (if any) specified in the Option after the termination of the California Participant’s employment for a reason other than death, then the Option shall be exercisable (to the extent the California Participant was entitled to exercise such Option as of the date of death) by the California Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the California Participant’s death for at least six (6) months following the date of death or, if earlier, until the expiration of the term of such Option as set forth in the applicable agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.
Expiration Date. Notwithstanding anything stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary of the Grant Date.
Adjustments. In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Common Shares without the receipt of consideration by the Company, the number of Common Shares covered by, and the exercise price of, each Option will, without further action of the Company, by proportionally adjusted to reflect such event, and the Company shall make such other adjustments as may be required by Section 25102(o) of the California Corporations Code.
Information. The Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations, consistent with the requirements of applicable laws, at least annually to each California Participant during the period such California Participant has one or more Options outstanding, and in the case of an individual who acquired Common Shares pursuant to the Plan, during the period such California Participant owns such Common Shares; provided, however, the Company shall not be required to provide such information if: (i) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information; or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the U.S. Securities Act; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.
Shareholder Approval. In addition to any shareholder approval requirements under the TSX Venture Policies, shareholders representing a majority of the Company’s outstanding securities entitled to vote must approve the Plan (including the U.S. Sub-Plan and this Appendix A) by the later of (a) 12 months after the date the Plan is adopted or (b) 12 months after the granting of any Option to a California Participant.
Section 25102(o). This Appendix “A” is intended to comply with Section 25102(o) of the California Corporations Code (“ Section 25102(o) ”). Any provision of the Plan or the U.S. Sub-Plan that is inconsistent with Section 25102(o), including without limitation any provision of the Plan or the U.S. Sub-Plan that is more restrictive than would be permitted by Section 25102(o), shall, without further act or amendment by the Company, by reformed to comply with the provisions of Section 25102(o).

AI assistant

Sabio Holdings — Proxy Solicitation & Information Statement 2021

47543_rns_2021-09-15_15ec9278-e3a6-4038-90d8-8aa9da154d0b.pdf

Spirit Banner II Capital Corp.

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

AND

MANAGEMENT INFORMATION CIRCULAR

Spirit Banner II Capital Corp.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT

Spirit Banner II Capital Corp.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment, Time for Deposit and Revocation of Proxies

Non-Registered Holders

Revoking a Proxy

Signature on Proxies

Voting of Proxies

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

BUSINESS OF THE MEETING

Summary of Qualifying Transaction

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Director and Named Executive Officer Compensation

Compensation Securities

Compensation Securities

Securities Authorized for Issuance under Equity Compensation Plans

Notes:

Pension and Other Benefit Plans

Termination of Employment, Change in Responsibilities and Employment Contracts

Other Compensation

Option Plan

AUDIT COMMITTEE

Composition of the Audit Committee

Notes:

Relevant Education and Experience

Matthew Wood

Bataa Tumur-Ochir

Ali Haji

Promoters

Audit Committee Oversight

Reliance on Certain Exemptions

Audit Committee Charter

External Auditor Service Fees (By Category)

CORPORATE GOVERNANCE

Board of Directors

Orientation and Continuing Education of Board Members

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

MATTERS TO BE CONSIDERED AT THE MEETING

1. Election of Resulting Issuer Directors

Resulting Issuer Slate

“ BE IT HEREBY RESOLVED that:

2. Number of Directors

“ BE IT HEREBY RESOLVED that:

3. Approval of Change of Capital Structure

“ BE IT HEREBY RESOLVED as a special resolution of the Corporation that:

4. Name Change

5. Consolidation of the Common Shares

Principal Effects of the Share Consolidation

Effect on Non-Registered Shareholders

Certain Risks associated with the Consolidation

No Dissent Rights

Resolution

6. Adoption of New By-Laws

“ BE IT HEREBY RESOLVED as an ordinary resolution:

7. Approval of Amended and Restated Share Option Plan

Summary of the Amended and Restated Share Option Plan

“ BE IT HEREBY RESOLVED as an ordinary resolution:

8. Approval of Legacy Stock Option Plan

Summary of the Legacy Option Plan

“ BE IT HEREBY RESOLVED as an ordinary resolution:

ADDITIONAL INFORMATION

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