Shine Box Capital Corp.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

WITH RESPECT TO

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF SHINE BOX CAPITAL CORP.

TO BE HELD ON MONDAY, DECEMBER 5, 2022

DATED OCTOBER 31, 2022

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

SHINE BOX CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, DECEMBER 5, 2022

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Shine Box Capital Corp. (“ Shine Box ” or the “ Corporation ”) will be held at the offices of Borden Ladner Gervais LLP, at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, at 10:00 a.m. (Calgary time) and by WebEx as set out below, on Monday, December 5, 2022, as it may be postponed or adjourned, for the following purposes:

to receive the audited annual financial statements of the Corporation for the financial year ended June 30, 2022, together with the notes thereto and the auditors’ report thereon;
to fix the number of directors to be elected at the Meeting at four (4);
to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;
to re-appoint MNP LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year at such remuneration as may be fixed by the Board;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Corporation’s existing stock option plan; and
to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Circular of the Corporation.

To join the WebEx please use the following:

https://blgmeet.webex.com/blgmeet/j.php?MTID=me501f394a05a922bc99a3a76fc671554 Webinar number: 2337 721 2661

Webinar password: hxMCCg2v57i (49622428 from phones)

Join by phone +1-844-974-2903 Canada Access code: 233 772 12661

We ask that Shareholders review and follow the instructions of any health authorities of Canada, the Province of Alberta, the City of Calgary 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. All Shareholders are 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 or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) 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; (v) denying access to persons who do not show valid proof of vaccination; and (vi) 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 current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

If you are an unregistered shareholder of the Corporation and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in their sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is October 31, 2022 (the “ Record Date ”). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

The Board has approved the contents of the Circular. Please review the Circular, as it contains important information about the Meeting, the items of business, and explains who can vote and how to vote.

DATED this October 31, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF SHINE BOX CAPITAL CORP.

(signed) “ Daniele Forigo ”

Daniele Forigo Chief Executive Officer Shine Box Capital Corp.

SHINE BOX CAPITAL CORP.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, DECEMBER 5, 2022

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “ Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Shine Box Capital Corp. (the “ Corporation ”) in connection with the solicitation of proxies by the management of the Corporation for use at the annual general and special meeting (the “ Meeting ”) of Shareholders to be held at the offices of Borden Ladner Gervais LLP, at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3 and by WebEx at:

https://blgmeet.webex.com/blgmeet/j.php?MTID=me501f394a05a922bc99a3a76fc671554 Webinar number: 2337 721 2661

Webinar password: hxMCCg2v57i (49622428 from phones)

Join by phone +1-844-974-2903 Canada Access code: 233 772 12661

at 10:00 a.m. (Calgary time) on Monday, December 5, 2022, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual General and Special Meeting (the “ Notice of Meeting ”).

The information contained herein is given as of October 31, 2022, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Circular.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an “ Intermediary ”), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

This Circular and other proxy-related materials are not being sent to registered or beneficial owners using the Notice-and-Access procedures contained in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). The Corporation has determined not to deliver the proxy solicitation materials directly to the non-objecting Beneficial Shareholders (“ NOBOs ”).

The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares

(“ OBOs ”) and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof (OBOs and NOBOs are herein collectively referred to as the “ Non-Registered Shareholders ”). See also “Proxy Related Information – Advice to Non-Registered Shareholders” in this Circular.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must complete and deposit their proper form of proxy to the Corporation’s transfer agent, TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Proxy Department (the “ Transfer Agent ”), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournment or postponements thereof. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the “Management Designees”). Management Designees will vote in favour of the matters specified in the Notice of Meeting and all other matters proposed by management at the Meeting. Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder’s attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Advice to Beneficial Holders of Common Shares

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Shareholders who do not hold their shares in their own name, referred to in this Circular as “Beneficial Shareholders”, are advised 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. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

Voting by Internet

Registered Shareholders may vote in person at the Meeting or may give another person authority to vote at the Meeting on their behalf by appointing a proxyholder. Please vote, sign, date and return the enclosed proxy in the envelope provided to TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Proxy Department or fax: (416) 595-9593 so that it arrives no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof.

You may also cast your vote using the internet (www.voteproxyonline.com) by following the instructions provided on the form. If you choose to vote by telephone or internet, your vote must also be cast no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof.

All references to Shareholders in this Circular and the accompanying form of proxy and Notice of Meeting are to Shareholders of record, unless specifically stated otherwise.

Exercise of Discretion with Respect to Proxies

The Common Shares represented by the enclosed 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 any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Circular.

If any amendment or variation to matters identified in the Notice of Meeting 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 enclosed 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 is not aware of any amendments or variations or other matters to come before the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of voting Common Shares and an unlimited number of non-voting preferred shares (“ Preferred Shares ”) without nominal or par value and issuable in series. As at the date of this Circular, there are 6,000,000 Common Shares currently issued and outstanding and no Preferred Shares issued and outstanding. Shareholders of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is October 31, 2022 (the “ Record Date ”).

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any of its Common Shares after the Record Date and the transferee of those Common Shares establishes that it owns such Common Shares and requests, at least ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

In addition, persons who are Non-Registered Shareholders as of the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See “ Proxy Related Information – Advice to Non-Registered Shareholders ”.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company, other than those listed below, beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Circular.

Number and Percentage of Common Shares Beneficially Name of Shareholder Owned, or Controlled or Directed, Directly or Indirectly[(1) ] 1637102 Alberta Ltd.[(2)] 1,000,000 Common Shares (16.67%)

Note:

(1) Percentage of Common Shares beneficially owned is calculated based on an aggregate of 6,000,000 Common Shares issued and outstanding as of the Record Date.

(2) Noel C. O’Brien is the principal shareholder of and exercises control over 1637192 Alberta Ltd.

Quorum

Under the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting if at least two (2) individuals are present in person, each of whom is entitled to vote at the Meeting, and who hold or represent by proxy in the aggregate not less than five percent (5%) of the total number of shares entitled to be voted at the Meeting. If any share entitled to be voted at the Meeting is held by two (2) or more persons jointly, the persons

or those of them who attend the Meeting constitute only one (1) Shareholder for the purpose of determining whether a quorum of Shareholders is present.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors of the Corporation.

Certain directors and officers of the Corporation hold Options (as defined herein). At the Meeting, Shareholders will be asked to approve and adopt an ordinary resolution relating to the approval of the Option Plan (as defined herein). See “ Matters to be Considered at the Meeting – Approval of the Option Plan ”.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors of the Corporation (the “ Board ”), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

Financial Statements

At the Meeting, the audited annual financial statements of the Corporation for the financial year ended June 30, 2022, together with the notes thereto and the independent auditor’s report thereon (the “ Financial Statements ”) will be presented. No vote by the Shareholders with respect to the Financial Statements is required or proposed to be taken.

In accordance with applicable laws, the Financial Statements have been delivered to Non-Registered Shareholders who have requested copies of the Corporation’s annual financial statements and to registered Shareholders who have not informed the Corporation in writing that they do not wish to receive copies of annual financial statements of the Corporation. The Financial Statements are available on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com under the Corporation’s profile.

Fixing Number of Directors

The Board presently consists of four (4) directors, each of whose term expires at the Meeting. Management therefore intends to place before the Meeting, for approval, with or without modification, a resolution setting the number of directors to be elected until the next annual meeting of Shareholders at four (4) members.

Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the ordinary resolution fixing the number of directors to be elected at the Meeting at four (4) . In order to be effective, the ordinary resolution must be passed by not less than a majority of the votes cast by Shareholders who are present in person or by proxy at the Meeting.

Election of Directors

The Corporation currently has four (4) directors, all of whom are being nominated for re-election. Each of the nominees, if elected as a director of the Corporation, will hold office until the next annual meeting of Shareholders or until their successor is duly elected or appointed or their office is vacated earlier in accordance with the articles and by-laws of the Corporation. Each director nominee will be elected on an individual basis and not as a member of a slate.

The following table sets forth a brief description of the nominees, including the name and province or state and country of residence of each of the nominees, the date each first became a director of the Corporation, their principal occupation during the past five (5) years and the number of Common Shares beneficially owned, or

controlled or directed, directly or indirectly, by each of the nominees as of the date of this Circular. The information contained herein is based upon information furnished by the respective nominees.

Name and Province or State and Country of Residence Daniele Forigo Alberta, Canada David McGoey(2) Alberta, Canada Nebojsa Dobrijevic(2) Ontario, Canada Gopikannan Pillai(2) Ontario, Canada	Director Since March 6, 2018 December 17, 2018 March 6, 2018 March 6, 2018	Principal Occupation for Past Five Years CEO of the Corporation and Vice President of MasTec Canada, an infrastructure construction company, since November 2017; prior thereto Vice President at Thompson Bros LP, between February 14, 2014 and November 2017. President of David M McGoey Professional Corporation, a consulting company, since 1994; Chief Financial Officer on a part time and interim basis of a number of public companies, including VIER Capital Corp., Yellowhead Mining Inc., Swan Hills Energy Limited Partnership, Cadomin Capital Corporation and CMQ Resources Inc. CFO and Corporate Secretary of the Corporation and Trustee and CFO of Canna 8 Investment Trust; prior thereto senior commercial account manager at Royal Bank. Trustee of Canna 8 Investment Trust; prior thereto with GE Capital Real Estate (GE) handling commercial real estate transactions.	Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
			500,000 500,000 500,000(3) 500,000(3)

Notes:

(1) Information respecting the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date of this Circular has been furnished to the Corporation by the above named individuals. (2) A member of the Audit Committee.

(3) Held by The Dobrijevic Family Trust, of which Nebojsa Dobrijevic is a trustee and over which he exercised control. (4) Held by PJ Family Trust, of which Gopikannan Pillai is a trustee and over which he exercised control.

Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the election of the nominees set forth in the table above as directors of the Corporation.

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such person) is, as at the date of this Circular, or has been within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that while such person was acting in that capacity, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, or after such person ceased to be a director, chief executive officer or chief financial officer of the Corporation, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while acting in such capacity.

Bankruptcies

Other than as provided below, no proposed director of the Corporation is, or has been within the past ten (10) years, a director or executive officer of any company, including the Corporation, that, while such person was acting in that capacity, or within a year of such person ceasing to act in that capacity, became bankrupt, made a

proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets or has, within the past ten (10) years, became 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 such persons assets.

Mr. David McGoey was a director of Tesla Exploration Ltd. (“ Tesla ”) from April 2010 and resigned on July 25, 2016. Tesla was placed into receivership by its Canadian credit facility lender on July 25, 2016.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such person) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution to approve the reappointment of MNP LLP (“ MNP ”), as the auditors of the Corporation, to hold such office for the ensuing year until the close of the next annual meeting of Shareholders or until MNP is removed from office or resigns, at a remuneration to be fixed by the Board. MNP was first appointed auditors of the Corporation on December 31, 2018.

Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the ordinary resolution to approve MNP as auditors of the Corporation for the ensuing year and to authorize the Board to fix the remuneration paid to MNP. In order to be effective, the ordinary resolution must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Approval of the Option Plan

The Corporation currently has a stock option plan in place (the “ Option Plan ”), pursuant to which the Board may grant non-transferable options to purchase Common Shares (each, an “ Option ”) to directors, officers, employees and technical consultants to the Corporation. The purpose and details of the Option Plan are described further under the section of this Information Circular titled “ Executive Compensation – Stock Option Plans and Other Incentive Plans ”.

On February 3, 2022, the Corporation held a special meeting of the Shareholders whereby they, among other things, received disinterested approval of the Shareholders to align the Option Plan with the updates to Policy 2.4 that became effective January 1, 2021 (the “ Updated CPC Policy ”). The principal amendment to the Option Plan that was approved was to change it to a “10% rolling” plan, such that the total number of Common Shares that may be reserved for issuance pursuant to Options under the Option Plan may not exceed 10% of the Common Shares issued and outstanding at the date of grant.

The Corporation also amended the Option Plan in accordance with the Updated CPC Policy such that prior to the completion of its Qualifying Transaction (as defined in the Updated CPC Policy): (i) the minimum exercise price for Options granted before its initial public offering (the “ IPO ”) is the lowest price at which any Common Shares were issued by the Corporation prior to the IPO; (ii) the number of Common Shares reserved for issuance as Options under the Option Plan to any individual director or senior officer may not exceed 5% of the Common Shares outstanding as at the date of grant, rather than at the closing of the IPO: (iii) the number of Common Shares reserved for issuance as Options under the Option Plan to any consultant of the Corporation may not exceed 2% of the Common Shares outstanding as at the date of grant, rather than at the closing of the IPO; and (iv) no Options granted pursuant to the Option Plan may be granted unless the optionee first enters into a CPC

Escrow Agreement (as defined in the Updated CPC Policy) agreeing to deposit the Options and the Common Shares acquired pursuant of the exercise of such Options, into escrow as described in the Updated CPC Policy. A copy of the Option Plan is attached as Schedule “A” to this Circular.

The policies of the TSX Venture Exchange (the “ TSXV ”) require all rolling stock option plans (i.e., a plan reserving for issuance pursuant to the exercise of stock options a number of shares of the Corporation equal to up to a maximum of 10% of the issued shares of the Corporation at the time of any stock option grant) be approved annually at the Corporation’s annual general meeting.

In accordance with the requirements of the TSXV, the Option Plan must be reapproved by the Shareholders at each annual general meeting. There have not been any material changes to the Option Plan since the approval of the Shareholders on February 3, 2022. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution approving the Option Plan. The Option Plan shall remain effective until the next annual general meeting of the Corporation if the ordinary resolution approving the Option Plan is approved by a simple majority of the votes cast thereon by Shareholders present in person or represented by proxy at the Meeting. The Board and management of the Corporation believe that the approval of the Option Plan is in the best interests of the Corporation and its Shareholders and, accordingly, recommend that Shareholders vote in favour of the approval of the Option Plan.

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Option Plan. The text of the ordinary resolution which management intends to place before the Meeting for the approval of the Option Plan is as follows:

“ BE IT HEREBY RESOLVED as an ordinary resolution that:

the stock option plan of the Corporation, approved by the Shareholders on February 3, 2022, (the “ Option Plan ”), be and is hereby approved and adopted as the stock option plan of the Corporation;
any one director or officer may amend the form of the Option Plan in order to satisfy the requirements or requests of any regulatory authorities, including the TSX Venture Exchange, without requiring further approval of the shareholders of the Corporation; and
any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the ordinary resolution to approve the Option Plan. In order to be effective, the ordinary resolution must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution.

Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the Management Designees, if named as proxyholders, to vote the same in accordance with their best judgment in such matters.

EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , and sets forth compensation for each of the Named Executive Officers (as defined in Form 51-102F6V) and directors of the Corporation during the two most

recently completed financial years. Disclosure is required to be made in relation to “Named Executive Officers”, being (a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as the Chief Executive Officer, including an individual performing functions similar to a chief executive officer, (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as the Chief Financial Officer, including an individual performing functions similar to a chief financial officer, (c) in respect of the Corporation, the most highly compensated executive officer, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year, and (d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

Compensation Discussion and Analysis

The Corporation is currently a Capital Pool Company or a CPC (as defined by the policies of the TSXV). Pursuant to Policy 2.4 of the TSXV, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options pursuant to the Corporation’s Option Plan.

The Corporation chooses to issue Options to maintain a competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Option reward is to encourage the Corporation’s directors and officers 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 Option, the directors and officers will receive no benefit, or very little benefit, from any Options.

With respect to the grant of Options, the Chief Executive Officer of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board then takes these recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the terms of the Option Plan in how many Options it may grant. Options under the Option Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Corporation’s goals and objectives. Previous grants of Options to a particular individual will be taken into account when considering future grants of Options to that particular individual.

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.

Risks of Compensation Policies and Practices

The Corporation’s compensation program is designed to provide executive officers incentives for the achievement of near-term and long-term objectives, without motivating them to take unnecessary risk. As part of its review and discussion of executive compensation, the Board noted the following facts that discourage the Corporation’s executives from taking unnecessary or excessive risk: (i) the Corporation’s business strategy and related compensation philosophy; and (ii) the effective balance, in each case, between near-term and long-term focus, corporate and individual performance, and financial and non-financial performance.

Based on this review, the Board believes that the Corporation’s total executive compensation program does not encourage executive officers to take unnecessary or excessive risk.

Financial Instruments

The Corporation has not implemented any policies which restrict its executive officers and directors from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Share Based and Non-Equity Incentive Plan Compensation

The Corporation has not at any time granted any share-based awards nor has it provided any awards pursuant to a non-equity incentive plan.

Compensation Governance

For a discussion on policies and practices by the Board to determine the compensation of the Corporation’s directors and executive officers, see “ Executive Compensation – Compensation Discussion and Analysis ”. The Corporation has not established a compensation committee and does not intend to do so before the completion of a Qualifying Transaction, if any.

Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans

The Corporation currently has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for its Named Executive Officers or directors of the Corporation.

Director and Named Executive Officer Compensation, Excluding Options and Compensation Securities

Securities legislation requires the disclosure of compensation received by each Named Executive Officer of the Corporation for the two (2) most recently completed financial years. The Corporation is currently a CPC and pursuant to Policy 2.4 of the TSXV, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares in the Corporation pursuant to the Option Plan, a copy of which is attached hereto as Schedule “A”. As of the date hereof, none of the Corporation’s Named Executive Officers or directors have received any salary, share-based awards, non-equity incentive plan compensation, pension value or other compensation other than Option-based awards from the Corporation during the two (2) most recently completed financial years.

External Management Companies

The Corporation has no management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Corporation.

Stock Options and Other Compensation Securities and Instruments

Securities legislation requires the disclosure of compensation received by each Named Executive Officer of the Corporation for the two most recently completed financial years. The Corporation is currently a CPC and pursuant to Policy 2.4, until the Corporation completes a Qualifying Transaction (within the meaning of Policy 2.4), no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares issued pursuant to the Option Plan, a copy of which is attached hereto as Schedule “B”. None of the Named Executive Officers or directors received compensation rom the Corporation, other than Options, during the two most recently completed financial years.

Name and position Daniele Forigo Director David McGoey Director Nebojsa Dobrijevic Director Gopikannan Pillai Director	Type of compensation security Options Options Options Options	Number of compensation securities, number of underlying securities, and percentage of class(1) 150,000 25% 150,000 25% 150,000 25% 150,000 25%	Date of issue or grant November 29, 2019 November 29, 2019 November 29, 2019 November 29, 2019	Issue, conversion or exercise price($) $0.10 $0.10 $0.10 $0.10	Closing price of security or underlyin g security on date of grant ($)(2) N/A N/A N/A N/A	Closing price of security or underlyin g security at year end($)(3) $0.10 $0.10 $0.10 $0.10	Expiry Date
							5 years from the date of grant 5 years from the date of grant 5 years from the date of grant 5 years from the date of grant

Notes:

(1) Percentages are expressed on an undiluted basis.
(2) Options were granted on November 29, 2019 in connection with the closing of the Corporation’s initial public offering, pursuant to which Common Shares were issued at $0.10 per Common Share.
(3) The closing price of the Corporation’s Common Shares on June 30, 2022, being the last trading day before the Corporation’s year end, was $0.09 per Common Share.
(4) In addition to the Options held by each director listed above, each director owned 500,000 Common Shares as of June 30, 2021, being the last day of the most recently completed financial year.

None of the Named Executive Officers or directors exercised their Options during the two most recently completed financial years.

Stock Option Plans and Other Incentive Plans

The Corporation has established the Option Plan for its directors, officers, employees and consultants which was previously approved by the Shareholders. The Shareholders are being asked to approve the Option Plan at the Meeting. As of the date hereof, the Corporation has 600,000 outstanding Options issued under the Option Plan, all of which have vested.

Employment, consulting and management agreements

As at the Record Date, the Corporation does 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.

Oversight and Description of Director and Named Executive Officer Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation’s executive compensation program. The Corporation chooses to issue Options to maintain a

competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Option reward 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 Option, the directors and officers will receive no benefit, or very little benefit, from any Options.

Pension Plan Benefits

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information in respect of securities authorized for issuance under the Corporation’s equity compensation plans as at June 30, 2022.

Plan Category Equity compensation plans approved by the security holders Equity compensation plans not approved by security holders Total Notes:	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 600,000(1)(2) N/A 600,000 (1)(2)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights $0.10(1)(2) N/A $0.10(1)(2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
			Nil(1)(3) N/A 0(1)(3)

(1) The Option Plan currently reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of the completion of the Corporation’s IPO. The Shareholders will be asked to approve the Option Plan at the Meeting.

(2) On November 19, 2019, upon completion of the Corporation’s initial public offering, the Corporation granted 600,000 Options to directors of the Corporation with an exercise price of $0.10 per Common Share.

(3) The Corporation currently has Nil Options available for further issuance under the Option Plan.

CORPORATE GOVERNANCE DISCLOSURE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board’s review of the Corporation’s governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 - Corporate Governance Guidelines .

Board of Directors

The Board, which is responsible for supervising the management of the business and affairs of the Corporation, is currently comprised of four (4) directors. Following the Meeting, it is anticipated that there will be four (4) directors, of which two (2) are independent, as such term is defined in National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). The independent directors are David McGoey and Gopikannan Pillai. Daniele Forigo, the Chief Executive Officer of the Corporation, and Nebojsa Dobrijevic, the Chief Financial Officer and Corporate Secretary of the Corporation, are not independent by virtue of being members of the Corporation’s management or a related party thereto.

The Board has not adopted any formal terms of reference or mandate for the Board other than a charter (“ Audit Committee Charter ”) for the audit committee of the Corporation (“ Audit Committee ”) which is attached hereto as Schedule “B”.

The Board has plenary power to manage and supervise the management of the business and affairs of the Corporation and to act in the best interest of the Corporation. The Board is responsible for the overall stewardship of the Corporation and approves all significant decisions that affect the Corporation before they are implemented. The Board also considers their implementation and reviews the results. The Board has the responsibility to participate with management in finding, and ultimately approving, the Corporation’s Qualifying Transaction.

Other Reporting Issuer Experience

Certain of the Corporation’s directors or nominee directors are currently directors or have, in the last 5 years, served as directors or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of director, officer or Promoter David McGoey Nebojsa Dobrijevic Gopikannan Pillai	Name of reporting issuer Yellowhead Mining Inc. Red River Capital Corp. Canna 8 Investment Trust Canna 8 Investment Trust	Exchange TSXV TSXV TSXV TSXV	Position Chief Financial Officer Director Chief Financial Officer & Trustee Trustee	From January 2016 December 2017 March 2018 March 2018	To
					February 2019 June 2021 Present Present

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation of Directors and Officers

The Board as a whole is responsible for determining the overall compensation strategy of the Corporation and administering the Corporation’s executive compensation program. The Corporation is currently a CPC and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares pursuant to the Corporation’s Option Plan.

Other Board Committees

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

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

The following information is provided in accordance with Form 52-110F2 under NI 52-110.

Audit Committee Charter

The Audit Committee is a committee of the Board established for the purpose of overseeing the accounting and financial reporting processes of the Corporation and annual external audits of the financial statements. The Audit Committee has formally set out its responsibilities and compensation requirements in fulfilling its oversight in relation to the Corporation’s internal accounting standards and practices, financial information, accounting systems and procedures. The Audit Committee Charter is set forth in Schedule “B” attached hereto.

Composition of the Audit Committee

The Audit Committee of the Board consists of David McGoey, Nebojsa Dobrijevic and Gopikannan Pillai. David McGoey and Gopikannan Pillai are “independent” and all members of the Audit Committee are “financially

literate”, as such terms are defined in NI 52-110. Nebojsa Dobrijevic is not considered to be independent within the meaning of NI 52-110 by virtue of being a member of the Corporation’s management or a related party thereto.

As a venture issuer, the Corporation is exempt from the requirements of Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of NI 52-110.

Relevant Education and Experience of Audit Committee Members

David McGoey

Mr. McGoey has been the chief financial officer of public companies on an interim and part term basis including VIER Capital Corp., Yellowhead Mining Inc, Swan Hills Energy Limited Partnership, Cadomin Capital Corporation and CMQ Resources Inc. Mr. McGoey has served as President of David M McGoey Professional Corporation, his personal consulting corporation since April 1994. Mr. McGoey was chairman of the audit committees of Destiny Resource Services Corp from 2003 to 2009, WIN Energy Corporation from 2006 to 2007 and Tesla Exploration Inc. from 2010 to July 2016. Mr. McGoey has been president, chief financial officer and director of several private companies and has over 35 years of public accounting experience. He obtained a Bachelor of Commerce (Honours) from the University of Manitoba, and holds the following designations: Certified Management Accountant (resigned in 1987), Chartered Accountant, Certified Public Accountant (Illinois) and the Institute of Corporate Directors.

Nebojsa Dobrijevic

Mr. Dobrijevic has over 20 years of credit and loan origination experience in commercial real estate, including with BMO and RBC where he managed a portfolio of over $200 million. Currently, Mr. Dobrijevic is a Trustee and CFO for Canna 8 Investment Trust and, prior to this, was actively involved in the structuring of complex real estate transactions. Mr. Dobrijevic was a senior commercial account manager at the Royal Bank of Canada from May 2017 to May 2018 and was previously a senior commercial account manager at the Bank of Montreal between February 2010 and May 2017. In these roles, Mr. Dobrijevic developed, monitored and managed all aspects of a portfolio of real estate companies. He assessed real estate companies, performed annual reviews and assessed adherence to financial covenants. In his current role, Mr. Dobrijevic monitors the performance of real estate companies against covenants, identifies areas of improvement and proposes steps to remedy weakness in performance of the companies. Mr. Dobrijevic works closely with senior leadership and owners of the companies on both long term and short term debt. Mr. Dobrijevic has a BA in Economics from the University of Calgary and an MBA from Queen’s University.

Gopikannan Pillai

Mr. Pillai’s experience extends over 20 years in both the Canadian and international commercial real estate markets, in relation to managing financial, legal and operational risk. Over this time, Mr. Pillai worked with Indian law firms Singhania & Co and Kochhar & Co handling commercial and development transactions. Currently, Mr. Pillai is a Trustee for Canna 8 Investment Trust and oversees operations for the trust, and prior to that, Mr. Pillai spent close to a decade at GE Capital Real Estate (GE) handling large, complex commercial real estate transactions. In addition to his legal role of negotiating and closing transactions, Mr. Pillai also underwrote commercial real estate financing and acquisitions transactions. Some of his career highlights include: Underwriting and financing $500 million of Transglobe/Starlight multi-family real estate portfolio, underwriting and performance due-diligence for acquisition of Bank of America’s $540 million Canadian loan book, headed GE’s post acquisition integration of compliance and operational strategies of Dundee REIT and was part of a team that underwrote and closed over $6 billion in various real estate asset classes including office, hotel, retail, multi-family and alternate asset classes such as self-storage, RV parks and development. Mr. Pillai received his Master of Laws from University of Toronto, Canada and Bachelor of Laws from University of Madras, India. He is currently called to the Bar Council of Tamil Nadu & Puducherry, India.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year 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 year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), the exemption in Subsection 6.1.1(5) ( Events Outside Control of Member ), the exemption in Subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52110. As a “venture issuer” listed on the TSXV, the Corporation currently relies on the exemption set forth in Section 6.1 of NI 52-110 pertaining to composition of the Audit Committee and reporting obligations under NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading “ External Auditor ” of the Audit Committee Charter of the Corporation which is attached hereto as Schedule “B”.

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 each of the last two financial years:

Financial Year Ending June 30, 2021 June 30, 2022	Audit Fees(1) $6,500 $9,681.90	Audit Related Fees(2) Nil Nil	Tax Fees(3) $1,500 Nil	All Other Fees(4)
				Nil Nil

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.

Complaints

The Audit Committee has established a written “Whistleblower Policy” which creates procedures for the confidential and anonymous submission by employees of complaints and concerns regarding the Corporation’s accounting, auditing and financial reporting procedures and obligations, without fear of retaliation of any kind.

The Policy provides that if an employee has any information, complaints or concerns regarding such matters being questionable, incorrect, misleading or fraudulent they are urged under the Policy to present such information, complaints or concerns to the Audit Committee, without regard to the position of the persons responsible for the subject matter of the information, complaint or concern. Promptly following the receipt of

any information, complaints and concerns submitted to it, the Audit Committee will investigate each matter and take appropriate corrective actions.

The Audit Committee will retain as part of its records, any information, complaints or concerns received. Furthermore, it will keep a written record of all such reports or inquiries and make quarterly reports on any ongoing investigation which will include steps taken to satisfactorily address each complaint.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee of the Corporation, or any proposed nominee director, or any of their respective associates or affiliates, is or has been at any time since the beginning of the last completed fiscal year, indebted to the Corporation or any of its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interest, direct or indirect, of any “informed person” of the Corporation, any proposed director of the Corporation or any associate or affiliate, of any of the foregoing in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

For the purposes of the above, “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

There are potential conflicts of interest to which all of the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the search by the Corporation for businesses or assets in order to close a Qualifying Transaction. Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Canada Business Corporations Act (the “ CBCA ”).

DIVERSITY OF BOARD AND MANAGEMENT

On May 1, 2018, amendments were made to the CBCA, the governing corporate legislation of the Corporation. These amendments now require the Corporation to provide disclosure relating to its diversity policies and practices relating to its board of directors and senior management team. Supporting regulations were issued on June 22, 2019. In addition to disclosure as to whether the Corporation has term limits for its directors, the Corporation must disclose, at a minimum, information on the representation of the following four “designated groups” as defined under the Employment Equity Act: women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities, and members of “visible minorities”.

Term Limits

The Corporation does not have term limits for its directors and has chosen not to adopt any at this time. The Corporation is a Capital Pool Company and does not carry on any business, other than to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein, to satisfy the conditions of a

Qualifying Transaction. The only assets of the Corporation are cash and a board of directors and management team that have been specifically approved by the TSXV to seek out a Qualifying Transaction. Accordingly, term limits would not make sense for a Capital Pool Company for a number of reasons, including that the current directors have been approved by the TSXV and the current shareholders invested in the Corporation based, in part, on the identity of such directors. Further, upon completion of the Qualifying Transaction, the business of the Corporation will change and it is not determinable at this time what term limits would be appropriate for this unknown new business. The Corporation will consider adopting term limits when it has completed its Qualifying Transaction.

Written Diversity Policy

The Corporation has not adopted a specific written policy regarding the identification and nomination of designated groups as directors at this time. As in the case of director term limits, due to the Corporation’s status as a Capital Pool Company, a written policy regarding the identification and nomination of designated groups at this time would not be appropriate. The Corporation will consider adopting a written diversity policy when it has completed its Qualifying Transaction.

Board of Directors and Level of Representation of Designated Groups

The Corporation and its board of directors currently do not specifically consider the level of representation of designated group on either the board of directors or in members of senior management. The Corporation does not currently have a Nomination Committee. For the reasons stated above, while the Corporation is a Capital Pool Company, it does not anticipate changing its board of directors or senior management. However, should it become necessary to add to or alter the board of directors or senior management of the Corporation prior to the completion of its Qualifying Transaction, the board of directors shall identify, evaluate and recommend candidates to become members of the board or senior management with the goal of creating a board of directors or senior management team that, as a whole, consists of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized expertise relevant to a Capital Pool Company.

Once the Corporation completes its Qualifying Transaction, it anticipates that it will specifically consider the representation of designated groups as candidate members of the board or senior management positions.

Target Numbers or Percentages of Designated Groups

The Corporation has not adopted any target numbers or percentages for members of a designated group to be either directors or members of senior management at this time and does not anticipate doing so for so long as it remains a Capital Pool Company that has not completed its Qualifying Transaction.

As of the date hereof, one (1) of the members of the board of directors is a member of a designated group (25%) and no member of the senior management team of the Corporation is a member of a designated group (0%).

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR website at www.sedar.com. Financial information in respect of the Corporation and its affairs is provided in the Corporation’s financial statements for the financial year ended June 30, 2022 and the related management’s discussion and analysis. Copies of the Corporation’s financial statements and related management’s discussion and analysis are available on SEDAR at www.sedar.com and will be sent by the Corporation to any Shareholder upon request.

SCHEDULE A STOCK OPTION PLAN

(see attached)

A-1

STOCK OPTION PLAN OF SHINE BOX CAPITAL CORP.

1. Purpose

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

2. Administration

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

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

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

3. Stock Exchange Rules

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

In particular, during the time that the Corporation is a Capital Pool Company (as defined in Policy 2.4 of the Exchange), this Plan is subject to Section 6 of Policy 2.4 of the Exchange as it relates to the issuance of options.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 17 hereof, the Shares to be offered under the Plan shall consist of the Corporation’s authorized but unissued common shares. Subject to Section 10 hereof, the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted

hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

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

6. Eligibility and Participation

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

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

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

7. Exercise Price

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.
(b) Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation’s shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

(a) The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.
(b) The aggregate number of options granted to any single Participant in a twelve-month period must not exceed 5% of the issued common shares of the Corporation unless the Corporation has obtained disinterested shareholder approval in respect of such grant and the grant meets all other applicable Exchange requirements.
(c) The aggregate number of options granted to any single consultant of the Corporation in a twelve-month period must not exceed 2% of the issued common shares of the Corporation.
(d) The aggregate number of options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued common shares of the Corporation in any twelve month period. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than ¼ of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 13 and 14, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX Venture Exchange, the maximum term may not exceed ten (10) years.

10. Corporation as a Capital Pool Company

Pursuant to Policy 2.4 of the Exchange, as may be amended from time to time, during the time that the Corporation is a Capital Pool Company the following restrictions apply:

(a) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(b) the aggregate number of Shares issuable upon exercise of all options granted under this Plan to any director or senior officer of the Corporation shall not exceed 5% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(c) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan to any technical consultant of the Corporation shall not exceed 2% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(d) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan to any Eligible Charitable Organizations shall not exceed 1% of the common shares of the Corporation issued and outstanding at the date of grant of any options;
(e) the exercise price of the options granted prior to the closing of the initial public offering of the Corporation (the “ IPO ”) cannot be less than the lowest price at which any Shares were issued by the Corporation prior to the IPO;
(f) no options may be granted to a person providing investor relations activities, promotional or marketing services;
(g) the term of any option grant must expire not later than twelve (12) months after the Participant ceases to be a director, senior officer or technical consultant of the Corporation while it is a Capital Pool Company, or of the Resulting Issuer (as defined in Policy 2.4 of the Exchange), as the case may be, subject to any earlier expiry date of such option; and
(h) no options may be granted by the Corporation while it is a Capital Pool Company unless the Participant first enters into a CPC Escrow Agreement (as defined in Policy 2.4 of the Exchange) agreeing to deposit the options, and the common shares of the Corporation acquired pursuant to the exercise of such option, into escrow as described in Part 10 Policy 2.4 of the Exchange.

11. Option Period, Consideration and Payment

(a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.
(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.
(d) Except as set forth in Sections 13 and 14, no option may be exercised unless the Participant is at the time of such exercise a director, senior officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

12. Exchange Hold Period

In addition to any resale restrictions under securities laws and any other circumstance for which the Exchange Hold Period (as defined in Policy 1.1 of the Exchange) may apply, where the exercise price of any options granted pursuant to this Plan is at a discount to the Market Price (as defined in Policy 1.1 of the Exchange), all such options and any Listed Shares (as defined in Policy 1.1 of the Exchange) under such options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date such options were granted.

13. Ceasing To Be a Director, Senior Officer, Consultant or Employee

(a) Subject to subsection 13(b), if a Participant shall cease to be a director, senior officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within twelve (12) months after the Participant ceases to be a director, senior officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within thirty (30) days after the cessation of the Participant's services to the Corporation.
(b) If the Participant does not continue to be a director, senior officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within twelve (12) months after completion of the Qualifying Transaction.
(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, senior officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

14. Death of Participant

Notwithstanding section 13, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

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

15. Rights of Optionee

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

16. Proceeds from Sale of Shares

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

17. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

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

18. Transferability

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

19. Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

20. Necessary Approvals

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

21. Effective Date of Plan

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

22. Interpretation

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

SCHEDULE B AUDIT COMMITTEE CHARTER

(see attached)

B-1

SHINE BOX CAPITAL CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the board of directors (the “ Board ”) of Shine Box Capital Corp. (the “ Company ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

(a) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;
(b) review and appraise the performance of the Company’s external auditor;
(c) provide an open avenue of communication among the Company’s auditor, financial and senior management and the Board; and
(d) report regularly to the Board the results of its activities.

2. Composition

The Committee shall be comprised of a minimum three directors as determined by the Board, a majority of whom shall not be officers or employees of the Company or any of its affiliates. If the Company ceases to be a “venture issuer” (as that term is defined in Multilateral Instrument 52 - 110 – Audit Committees), then all of the members of the Committee shall be free from any material relationship with the Company that, in the opinion of the Board, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Company ceases to be a venture issuer then all members of the Committee shall also have accounting or related financial management expertise. All members of the Committee should have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting or until their successors are duly elected. Unless a chairperson (“ Chair ”) is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

3. Meetings

The Committee shall meet a least once quarterly, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer of the Company and the external auditor of the Company in separate sessions.

4. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

A. Documents/Reports Review
(a) review and update this Audit Committee Charter annually;
(b) review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditor; and
(c) review regular summary reports of directors and officers expense account claims at least annually, establish and review approval policies for expense reports and, as required, request audits of expense claims and policies for expense approval and reimbursements. The Chair of the Committee will be responsible for approving the expense reports of the President and the Chief Executive Officer of the Company, and the Chief Executive Officer of the Company will be responsible for approving the expense reports of the directors and officers of the Company.

B. External Auditor

(a) review annually, the performance of the external auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;
(b) obtain annually, a formal written statement of the external auditor setting forth all relationships between the external auditor and the Company;
(c) review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;
(d) take, or recommend that the Board, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;
(e) recommend to the Board the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;
(f) recommend to the Board the compensation to be paid to the external auditor;
(g) at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;
(h) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;
(i) review with management and the external auditor the audit plan for the year-end financial statements; and
(j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditor. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,
ii. such services were not recognized by the Company at the time of the engagement to be non-audit services, and
iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

C. Financial Reporting Processes
(a) in consultation with the external auditor, review with management the integrity of the Company's financial reporting process, both internal and external;
(b) consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;
(c) consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditor and management;
(d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;
(e) following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;
(f) review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;
(g) review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;
(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;
(i) review certification process;
(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;
(k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and
(l) on at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or government agencies.

D. Authority

(a) The Committee will have the authority to:
i. review any related-party transactions;
ii. engage independent counsel and other advisors as it determines necessary to carry out its duties;
iii. set and pay compensation for any independent counsel and other advisors employed by the Committee;
iv. communicate directly with the auditors; and
v. conduct and authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel and other professionals to assist in the conduct of any investigation.

AI assistant

Shine Box Capital Corp. — Proxy Solicitation & Information Statement 2022

47737_rns_2022-11-29_62d726d6-bbcd-473a-8370-331791e33e06.pdf

SHINE BOX CAPITAL CORP.

SHINE BOX CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, DECEMBER 5, 2022

BY ORDER OF THE BOARD OF DIRECTORS OF SHINE BOX CAPITAL CORP.

SHINE BOX CAPITAL CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL

Persons Making the Solicitation

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Revocability of Proxy

Advice to Beneficial Holders of Common Shares

Voting by Internet

Exercise of Discretion with Respect to Proxies

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

Record Date

Principal Holders of Common Shares

Note:

Quorum

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

MATTERS TO BE CONSIDERED AT THE MEETING

Financial Statements

Fixing Number of Directors

Election of Directors

Notes:

Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the election of the nominees set forth in the table above as directors of the Corporation.

Cease Trade Orders

Bankruptcies

Penalties and Sanctions

Appointment of Auditors

Approval of the Option Plan

“ BE IT HEREBY RESOLVED as an ordinary resolution that:

Other Business

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Risks of Compensation Policies and Practices

Financial Instruments

Share Based and Non-Equity Incentive Plan Compensation

Compensation Governance

Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans

Director and Named Executive Officer Compensation, Excluding Options and Compensation Securities

External Management Companies

Stock Options and Other Compensation Securities and Instruments

Notes:

Stock Option Plans and Other Incentive Plans

Employment, consulting and management agreements

Oversight and Description of Director and Named Executive Officer Compensation

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CORPORATE GOVERNANCE DISCLOSURE

General

Board of Directors

Other Reporting Issuer Experience

Orientation and Continuing Education of Board Members

Ethical Business Conduct

Nomination of Directors

Compensation of Directors and Officers

Other Board Committees

Assessment of Directors, the Board and Board Committees

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience of Audit Committee Members

David McGoey

Nebojsa Dobrijevic

Gopikannan Pillai

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

Complaints

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

DIVERSITY OF BOARD AND MANAGEMENT

Term Limits

Shine Box Capital Corp. Proxy Solicitation & Information Statement 2022