Silo Wellness Inc. — M&A Activity 2021

Mar 2, 2021

THIRD AMENDMENT TO AMALGAMATION AGREEMENT

THIS AGREEMENT dated as of February 4, 2021.

BETWEEN:

YUKOTERRE RESOURCES INC. , a company existing under the laws of Ontario

(“ Yukoterre” )

AND :

1261466 B.C. LTD., a company existing under the laws of British Columbia

(“ Yukoterre Subco ”)

AND :

FLYOVERTURE EQUITY INC., a company incorporated under the laws of British Columbia

(“ Silo Wellness ”)

WHEREAS Yukoterre is a publicly-listed company whose common shares are listed on the Canadian Securities Exchange (the “ CSE ”);

AND WHEREAS pursuant to an amalgamation agreement dated as of August 25, 2020 between Yukoterre, Yukoterre Subco and Silo Wellness (as amended to the date hereof, the “ Amalgamation Agreement ”), Yukoterre Subco and Silo Wellness have agreed to amalgamate under the provisions of the Business Corporations Act (British Columbia) on the terms and conditions described in this Agreement so that the shareholders of Silo Wellness become shareholders of Yukoterre and Yukoterre Subco and Silo Wellness continue as one corporation, which shall be a wholly-owned subsidiary of Yukoterre.

AND WHEREAS Yukoterre, Yukoterre Subco and Silo Wellness have agreed to execute and deliver this Agreement (the “ Third Amendment ”) for the purpose of amending the Amalgamation Agreement, effective as of the date hereof, on the terms and on the conditions set out herein.

NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Defined Terms: Unless otherwise defined herein, all capitalized terms used in this Third Amendment shall have the respective meanings ascribed to them in the Amalgamation Agreement.

2. Amendments: Yukoterre, Yukoterre Subco and Silo Wellness hereby acknowledge and agree that the Amalgamation Agreement shall be amended as follows:

   • (a) by deleting the definition of “ Private Placement ” in its entirety and replacing it with the following definition:

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“ Private Placement ” means: (i) the private placement of subscription receipts and units of Silo Wellness for gross proceeds of up to $5,000,000, with each subscription receipt or unit to be sold at a price no less than $0.25; and (ii) the issuance of 492,000 subscription receipts to the lead agent as partial compensation in respect of services performed related to Silo Wellness, each such subscription receipt of Silo Wellness which shall be automatically exchanged in accordance with its terms for one unit of Silo Wellness comprised of one Silo Wellness Class A Common Share and one-half of one Silo Wellness Warrant;

• (b) by adding the following new definition “ Resulting Issuer Broker Warrants ”:

“Resulting Issuer Broker Warrants” means warrants to purchase units comprised of Resulting Issuer Shares and Resulting Issuer Warrants;

• (c) by adding the following new definition “ Resulting Issuer Warrants ”:

“Resulting Issuer Warrants” means warrants to purchase Resulting Issuer Shares;

• (d) by adding the following new definition “ Silo Wellness Broker Warrants ”:

“Silo Wellness Broker Warrants” means warrants to purchase units of Silo Wellness as issued pursuant to the Private Placement, each unit comprised of one Silo Wellness Class A Common Share and one half of one Silo Wellness Warrant all of which will be exchanged for Resulting Issuer Broker Warrants on a one-for-one basis pursuant to the Amalgamation, with characteristics substantially similar to the Silo Wellness Broker Warrants;

• (e) by adding the following new definition “ Silo Wellness Warrants ”:

“Silo Wellness Warrants” means warrants to purchase one Silo Wellness Class A Common Share, all of such warrants which will be exchanged for Resulting Issuer Warrants on a one-for-one basis pursuant to the Amalgamation, with characteristics substantially similar to the Silo Wellness Warrants;

• (f) by adding a new Section 2.2(b)(i.1):

each outstanding Silo Wellness Warrant and Silo Wellness Broker Warrant shall be exchanged for a Resulting Issuer Warrant and Resulting Issuer Broker Warrant, respectively, to purchase the corresponding number of Resulting Issuer Shares on the same terms as those contained in the Silo Wellness Warrants and Silo Wellness Broker Warrants immediately prior to the Amalgamation, following which all Silo Wellness Warrants and Silo Wellness Broker Warrants shall be cancelled. The exercise price for each Resulting Issuer Share underlying a Resulting Issuer Warrant and a Resulting Issuer Broker Warrant will be equal to the exercise price per Silo Wellness Class A Common Share under the Silo Wellness Warrants and the Silo Wellness Broker Warrants in effect immediately prior to the Amalgamation;

• (g) by deleting each of Sections 4.1(h) and 4.1(s) in their entirety and replacing Section 4.1(s) with the following:

Capitalization: The authorized capital of Silo Wellness consists of an unlimited number of Class A common shares, of which 35,066,730 Class A common

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shares are issued and outstanding as at the date hereof as fully paid and nonassessable shares in the capital of Silo Wellness (prior to giving effect to securities to be issued pursuant to the Private Placement). Other than the Silo Wellness Class A Common Shares, and those securities to be issued pursuant to the Private Placement (and the Silo Wellness Broker Warrants) there are no authorized, outstanding or existing securities of Silo Wellness outstanding, including pursuant to any stock option plan, share purchase warrants or other convertible securities.

• (h) by adding a new Section 7.4(h.1):

Resulting Issuer Warrants and Resulting Issuer Broker Warrants: The Resulting Issuer Warrants and Resulting Issuer Broker Warrants shall be validly issued, and the Resulting Issuer Shares underlying such Resulting Issuer Warrants and Resulting Issuer Broker Warrants shall be duly allotted and reserved for issuance as fully paid and non-assessable shares in the capital of the Resulting Issuer, free and clear of any and all encumbrances, liens, charges, demands of whatsoever nature;

1. Acknowledgement : Yukoterre hereby acknowledges that Silo Wellness intends to issue pursuant to the Private Placement up to: (i) 9,840,000 subscription receipts providing for the issuance of up to 9,840,000 Class A Common Shares and 4,920,000 Silo Wellness Warrants; (ii) 492,000 subscription receipts providing for the issuance of up to 492,000 Class A Common Shares and 246,000 Silo Wellness Warrants to the agents in respect of the Private Placement; (iii) 787,200 Silo Wellness Broker Warrants, and (iv) 9,535,328 Class A Common Shares and 4,767,664 Silo Wellness Warrants pursuant to the non-brokered private placement prior to the Closing Date.

2. All other terms of the Amalgamation Agreement shall remain in full force and effect and unamended and time shall remain of the essence hereof.

3. This Third Amendment may be executed in several counterparts and may be delivered by facsimile transmission, each of which parts when so executed and delivered shall be deemed to be an original, and all of which such counterparts shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF the parties have executed this Amendment as of the date first mentioned.

YUKOTERRE RESOURCES INC.

Per: Kenny Choi Name: Kenny Choi Title: Chief Executive Officer

1261466 B.C. LTD.

Per: Kenny Choi Name: Kenny Choi Title: Chief Executive Officer

FLYOVERTURE EQUITY INC.

Per: Michael Arnold Name: Michael Arnold Title: President

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