SPARC AI INC. — AGM Information 2021

May 15, 2021

EYEFI GROUP TECHNOLOGIES INC.

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Notice of Annual General Meeting of Shareholders of EYEFI Group Technologies Inc.

Date of Meeting: June 15, 2021 (Ontario Time), June 16, 2021 (Victoria Time) Time of Meeting: 7:00pm (Ontario Time), 9:00am (Victoria Time) Place of Meeting: Join from a PC, Mac, iPad, iPhone or Android Device: https://us02web.zoom.us/s/83776917315?pwd=YTByQXNuQjVYT1ZkZS9EM2NzWGpmdz09 Passcode: 474427 Or One tap mobile: +61280156011,,83776917315#,,,,474427# Australia +61370182005,,83776917315#,,,,474427# Australia

Or join by phone:

Dial(for higher quality, dial a number based on your current location): Australia: +61 2 8015 6011 or +61 3 7018 2005 or +61 7 3185 3730 or +61 8 6119 3900 or +61 8 7150 1149 Webinar ID: 837 7691 7315 Passcode: 474427 International numbers available: https://us02web.zoom.us/u/kjzynDFwf And

Management Information Circular

May 14, 2021

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EYEFI GROUP TECHNOLOGIES INC. Unit 17, 71 Victoria Crescent, Abbotsford, Victoria 3067 Australia

Tel: 61 394175777 Email: info@eyefigroup.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (“ Meeting ”) of the holders of common shares (“ Shares ”) of EYEFI Group Technologies Inc. (“ EYEFI ” or the “ Company ”) will be held at Unit 17, 71 Victoria Crescent, Abbotsford, Victoria, 3067 Australia on June 15, 2021 at 07:00 p.m. (Ontario Time), June 16, 2021 at 09:00 a.m. (Victoria Time) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2020, together with the auditor’s report thereon;

2. to elect directors to the Company for the ensuing year;

3. to re-appoint MNP LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;

4. to approve the Stock Option Plan;

5. to approve destruction of the proxies after one year if there is no challenge to the meeting; and

6. to transact such other business as may properly come before the Meeting and any adjournment thereof.

The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting.

Only shareholders of record on May 10, 2021 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited his duly executed form of proxy not later than 5.00 p.m. Eastern Standard Time (“EST”) on June 11, 2021, Toronto, Ontario or, if the Meeting is adjourned, not later than 48 hours preceding the time of such adjourned Meeting.

Regardless of whether a shareholder plans to attend the Meeting in person, we request that each shareholder please complete, date, and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure their shares will be voted at the Meeting. A shareholder who holds shares in a brokerage account is not a registered shareholder.

Only Shareholders of record at the close of business on May 10, 2021 will be entitled to vote at the Meeting.

DATED at Abbotsford, Victoria 3067 Australia, the 14th day of May, 2021.

ON BEHALF OF THE BOARD

(signed) “Simon Langdon” Simon Langdon, Chief Executive Officer

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EYEFI GROUP TECHNOLOGIES INC.

MANAGEMENT INFORMATION CIRCULAR

(as at May 14, 2021 except as otherwise indicated)

GENERAL VOTING INFORMATION

PERSONS OR COMPANIES MAKING SOLICITATION

This management Information Circular is furnished in connection with the solicitation of proxies by the management of EYEFI Group Technologies Inc. (the “Company” or “EYEFI”) for use at the annual general meeting for the 2021 year (the “Meeting”) of its shareholders to be held on June 15, 2021 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to the “Company”, “we” and “our” refer to EYEFI Group Technologies Inc. The “board of directors” or the “Board” refers to the board of directors of the Company. “Shares” means common shares without par value in the capital of the Company. “EYEFI shareholders”, “Shareholders” and “Shareholders of the Company” refer to the shareholders of the Company. “Beneficial Shareholders” means Shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

APPOINTMENT OF PROXYHOLDERS

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company.

A shareholder of the Company has the right to appoint a person, other than the person designated in the accompanying form of proxy (who need not be a shareholder of the Company, or otherwise entitled to attend and vote at the Meeting) to attend and act for the shareholder and on the shareholder’s behalf at the meeting. A shareholder desiring to appoint some other person may do so either by inserting the desired person’s name in the blank space provided for that purpose in the accompanying form of proxy or by completing another proper form of proxy.

To be used at the Meeting, proxies must be received by Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by 5:00 p.m. EST on June 11, 2021, or, if the Meeting is adjourned, not later than 48 hours preceding the time on which the Meeting is reconvened, or may be accepted by the chair of the Meeting prior to the commencement of the Meeting.

REVOCATION OF PROXIES

A shareholder giving a proxy has the power to revoke it at any time to the extent that it has not been exercised. In addition to revocation in any other manner permitted by law, a shareholder giving a proxy has the power to revoke it by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized

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officer or attorney of the corporation and delivered to the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment(s) thereof, at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment(s) thereof at which the proxy is to be used.

VALIDITY OF INSTRUMENT OF PROXY

A proxy or an instrument appointing a duly authorized representative of a Company shall be in writing, under the hand of the appointor or his or her attorney duly authorized in writing, or, if such appointor is a Company, either under its seal or under the hand of an officer or attorney duly authorized for that purpose.

Voting by Proxyholder

At the time of printing this Information Circular, Management knows of no amendments, variations or other matters which may be presented for action at the Meeting other than the matters referred to in the accompanying Notice of Meeting.

The persons named in the Proxy will vote or withhold from voting the Shares represented thereby in accordance with your instructions on any ballot that may be called for. The Shares represented by the accompanying form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly on such ballot. The Proxy confers discretionary authority on the persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

• (b) any amendment to or variation of any matter identified therein; and

• (c) any other matter that properly comes before the Meeting.

The accompanying form of proxy when duly completed and delivered and not revoked confers discretionary authority upon the persons named therein with respect to matters where no choice is specified. In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

NON-REGISTERED HOLDERS

Only registered holders of Shares of the Company or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Shares beneficially owned by a holder (a “ NonRegistered Holder ”) are registered either:

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• (a) in the name of an Intermediary (an “ Intermediary ”) that the Non-Registered Holder deals with in respect of the Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or

• (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS)) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “ NOBOs ”. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as “ OBOs ”.

In accordance with the requirements of NI 54-101, the Company has elected to send the Notice and Access Notification in connection with the Meeting directly to the NOBOs, and indirectly through Intermediaries to the OBOs.

The Intermediaries (or their service companies) are responsible for forwarding the Notice and Access Notification to each OBO, unless the OBO has waived the right to receive proxy-related materials from the Company. Intermediaries will frequently use service companies to forward proxy-related materials to the OBOs. Generally, an OBO who has not waived the right to receive proxy-related materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the OBO and must be completed, but not signed, by the OBO and deposited with Computershare Investor Services Inc.; or

• (b) more typically, be given a voting instruction form (“ VIF ”) which is not signed by the Intermediary, and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of proxy-related materials and related documents (including the Notice and Access Notification). Accordingly, an OBO will not receive copies of proxyrelated materials and related documents unless the OBO’s Intermediary assumes the costs of delivery.

Applicable proxy related materials are being sent to both registered shareholders of the Company and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent the applicable proxy-related materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

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The Notice and Access Notification and any proxy-related materials sent to NOBOs who have not waived the right to receive proxy-related materials are accompanied by a VIF, instead of a proxy form. By returning the VIF in accordance with the instructions noted on it, a NOBO is able to instruct the voting of the Shares of the Company owned by the NOBO.

VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit NonRegistered Holders to direct the voting of the Shares of the Company which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on the Non-Registered Holder’s behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder, or the Non-Registered Holder’s nominee, the right to attend and vote at the Meeting.

Non-Registered Holders should return their voting instructions as specified in the VIF sent to them. Non-Registered Holders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

Although Non-Registered Holders may not be recognized directly at the Meeting for the purpose of voting Shares of the Company registered in the name of their broker, agent or nominee, a Non-Registered Holder may attend the Meeting as a proxyholder for a registered shareholder and vote Shares in that capacity. NonRegistered Holders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Shares as a proxyholder.

Registered Shareholders

Registered shareholders (a shareholder whose name appears on the records of the Company as the registered holder of Shares) may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders who choose to submit a proxy may do so by:

(a) completing, dating and signing the Proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America at (866) 249-7775 and outside North America at (416) 263-9524, by mail to 8th Floor, 100 University Avenue Toronto, Ontario, M5J 2Y1, or by hand delivery at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9; or

(b) use a touch-tone phone to transmit voting choices to the toll-free number given in the Proxy. Registered shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll-free number and the Proxy access number; or

(c) via the internet at Computershare’s website, www.investorvote.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the Proxy access number,

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in all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment or postponement thereof at which the Proxy is to be used.

Notice to Shareholders in the United States

This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the province of British Columbia, Canada and the securities laws of applicable provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of applicable provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of applicable provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act of British Columbia and a majority of its directors and all of its executive officers are resident of Australia and a substantial portion of its assets and the assets of such persons, are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Record Date

The Board has fixed May 10, 2021 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either: (a) attend the Meeting personally; or (b) complete, sign and deliver a form of proxy in the manner and subject to the provisions described above, will be entitled to vote or to have their Shares voted at the Meeting. As at the Record Date 27,555,600 Shares were issued and outstanding as fully paid and non-assessable.

Subject to restrictions imposed on joint shareholders): (a) on a vote by a show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and (b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each Common Share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. If there are joint shareholders registered in respect of any share: (a) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or (b) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted. No group of shareholders of the Company has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Shares.

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To the knowledge of the directors and executive officers of the Company, the only person that beneficially owned, directly or indirectly, or exercised control or direction over, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company as at May 14, 2021 was:

Shareholder Name	Number of Shares Held	Percentage of Issued Shares
EYEfi R&D Pty. Ltd as trustee for EYEfi Unit Trust (owned by Simon Langdon, the CEO of the Company)	14,921,478 held indirectly	54.15%

VOTES NECESSARY TO PASS RESOLUTIONS

Except as otherwise disclosed herein, a simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein.

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

Other than as disclosed elsewhere in this Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee for election as a director of the Company and no associate or affiliate or any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As of the date of this Circular, the Company’s authorized capital consists of an unlimited number of Shares of which 27,555,600 Shares are issued and outstanding. All Shares carry the right to one vote at the Meeting. Shareholders registered as at May 10, 2021, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy. To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, there are no persons that beneficially own, directly or indirectly, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding common shares of the Company.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the fiscal period ended December 31, 2020 and report of the auditor thereon will be placed before the Meeting. These documents have been filed with the securities commissions or similar regulatory authorities in British Columbia and Ontario. Copies of the documents may be obtained by a Shareholder upon request without charge from the Company at Building 17, 71 Victoria Crescent, Abbotsford, Victoria 3067 Australia or by telephone: 61 3 9417 5777. These documents are also available through the internet on SEDAR at www.sedar.com. No vote by Shareholders with respect to this matter is required.

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PARTICULARS OF MATTERS TO BE ACTED UPON

1. RE-APPOINTMENT OF THE AUDITOR

At the Meeting, Shareholders will be asked to pass an ordinary resolution to re-appoint MNP LLP as auditor of the Company to hold office until the close of the next annual meeting of the Shareholders at remuneration to be fixed by the directors. MNP was first appointed as the auditor for the Company effective April 15, 2020.

At the meeting the Shareholders will be asked to consider, and if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “Auditor Re-Appointment Resolution”).

BE IT RESOLVED , as an ordinary resolution of the Shareholders of the Company, that the auditor of the Company, MNP LLP be re-appointed the auditor of the Company for the ensuing year at a remuneration to be fixed by the Board of directors of the Company.

The board of directors unanimously recommends that each shareholder vote to re-appoint MNP LLP as the auditor of the Company. Unless otherwise authority to do so with respect to one or more directors is withheld, the persons designated as proxy holders in the accompanying Proxy accompanying this Circular intend to vote the Shares represented by such Proxy properly executed, For the re-appointment of MNP LLP as the auditors of the Company for the ensuing year at remuneration to be fixed by the Board of Directors of the Company.

2. ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. The three persons named below will be presented for election at the Meeting as management’s nominees and unless otherwise directed, this Circular will be voted FOR the election of these nominees in the absence of instructions to the contrary. Management does not contemplate that any of the nominees will be unable to serve as a director. Each director elected will hold office until the next annual meeting of the Company or until a successor is duly elected or appointed or unless his office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act (British Columbia). No class of shareholders of the Company has the right to elect a specified number of directors or to cumulate their votes for directors.

Summary of Directors’ Biographical Information and Security Holdings

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The following table sets out, for each nominee, their name, province or state, and country of residence, the offices they hold within the Company, their present principal occupation, business or employment and (if applicable) within the five preceding years, the period(s) during which they have served as a director of the Company, and the number of Shares and its subsidiaries which each beneficially owns, or over which control or direction is exercised, directly or indirectly, as of the date of this Circular:

Name, province or state and country of residence and positions, current and former, if any, held in the Company	Served as director since	Principal occupation for last five years	Number of Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)
Simon Matthew Langdon Director, CEO(1) Victoria, Australia	May 27, 2020	CEO and director of EYEfi since June 2006, director and officer of the Company since May 27, 2020.	14,921,478 shares held indirectly, 54.15% 50,000 Options(2)
James Hope Director(1) Victoria, Australia	May 27, 2020	Practising lawyer and principal of the law firm of Hope Earle Lawyers located in Melbourne, Australia. Director of the Company since May 27, 2020	200,000 shares held indirectly, 0.73% 200,000 warrants(3) 50,000 options(3)
Harold Forzley Director(1) British Columbia, Canada	May 4, 2020	Since August 1986 Mr. Forzley has operated Harold Forzley Consulting which provides accounting services, business plans and corporate analysis; director of the Company since May4, 2020	0

Notes:

(1) Member of Audit Committee.

• (2) Mr. Langdon’s Shares are registered to EYEfi R&D Pty. Ltd as trustee for the EYEfi Unit Trust which is owned and controlled by Simon Langdon. They are subject to escrow. Pursuant to the Two Year Loan Agreement, Mr. Langdon has been granted options to acquire 50,000 Shares at a price of $0.10 per Share for a two-year period from the date of listing of the Company’s Shares on the CSE.

• (3) Pursuant to the Two Year Loan Agreement, Mr. Hope has been granted options to acquire 50,000 Shares at a price of $0.10 per Share for a two-year period from the date of listing of the Company’s Shares on the CSE. Mr. Hope’s shares are registered in Gilkat Pty Ltd which is owned and controlled by him. Gilkat Pty Ltd also has 200,000 purchase warrants to acquire 200,000 Shares at a price of $0.75 per Share for one year expiring March 31, 2022, subject to an acceleration clause.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Company acting solely in such capacity.

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Corporate Cease Trade Orders or Bankruptcies

No proposed director of the Company is, or has been, within the ten years prior to the date of this Circular, a director or chief executive officer or chief financial officer of any company, including the Company, that:

• (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days that was issued while that person was acting in that capacity; or

• (b) was subject to a cease trade order or similar 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 that was issued after that person ceased acting in that capacity and which resulted from an event that occurred while that person was acting in that capacity.

No proposed director of the Company is, or has been, within the ten years prior to the date of this Circular, a director or executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

No proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

The board of directors unanimously recommends that each shareholder vote to the election of the above nominees as directors. Unless otherwise authority to do so with respect to one or more directors is withheld, the persons designated as proxy holders in the accompanying Proxy accompanying this Circular intend to vote the Shares represented by such Proxy properly executed, For the election of each of the above nominees set forth in the above disclosure.

3. APPROVAL OF THE COMPANY’S STOCK OPTION PLAN.

Shareholders are asked to approve an ordinary resolution to approve the Company’s Stock Option Plan . The following information is intended as a brief description of the Company’s current Stock Option Plan dated May 27, 2020 and is qualified in its entirety by the full text of the Stock Option Plan which can be viewed at sedar.com.

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The Share Option Plan is a “rolling” plan that is administered by the board of directors. Under the Stock Option Plan, the Company can issue up to 10% of the issued and outstanding Shares as incentive Stock Options to directors, officers, employees and consultants to the Company. As well, Stock Options granted under the Stock Option Plan may be subject to vesting provisions as determined by the Board of Directors. Other terms of the Stock Option Plan are:

• (a) a condition that Stock Options are non-assignable and non-transferable;

• (b) the term of a Stock Options cannot exceed ten years from the date of grant;

• (c) a condition that no more than 5% of the issued Shares may be granted to any one individual in any 12-month period unless disinterested shareholder approval is obtained;

• (d) a condition that no more than 2% of the issued Shares may be granted to any one consultant in any 12-month period;

• (e) the Company will determine and set the vesting conditions and period for every grant of a Stock Option in addition to the minimum vesting period for Stock Options granted to Consultants.

• (f) a condition that no more than an aggregate of 2% of the Shares may be granted to a person conducting investor relations activities in any 12-month period and shall vest over 12 months with no more than 25% of the Stock Options vesting in any three-month period;

• (g) upon termination an optionee has 180 days to exercise their Stock Options although this period may be extended at the discretion of the Issuer;

• (h) the 180-day exercise period following termination may be terminated or shortened at the discretion of the directors for any stock options issued to persons other than directors, that have not vested at the date of termination.

• (i) a director will have an additional 30 days to exercise the Stock Option for each year served as a director of the Company or its affiliates to a maximum of one year after the initial 180 day exercise period unless the director is convicted of a criminal or securities offence (a “Conviction”), is declared bankrupt or is terminated arising from a court order or shareholder resolution), the Options shall terminate on the date of such Conviction, date of bankruptcy, court order or shareholder resolution, and;

• (j) the period in which an optionee's heirs or administrators can exercise any portion of its outstanding Stock Options is the earlier of: (a) one year from the optionee's death, or (b) the expiration of the option period.

The full text of the Stock Option Plan is a schedule to the Company’s final long form prospectus filed on November 10, 2020 on sedar.com.

At the meeting the Shareholders will be asked to consider, and if deemed appropriate, to pass the following ordinary resolution, with or without variation (the “Stock Option Plan Resolution”).

BE IT RESOLVED , as an ordinary resolution of the Shareholders of the Company, that the Company’s 10% Rolling Stock Option Plan dated May 27, 2020 be and is hereby ratified and approved.

The board of directors unanimously recommends that each shareholder vote to approve the Company’s Share Option Plan. Unless otherwise authority to do so with respect to one or more directors is withheld, the persons designated as proxy holders in the accompanying Proxy

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accompanying this Circular intend to vote the Shares represented by such Proxy properly executed, For the approval of the Company’s Stock Option Plan.

4. DESTRUCTION OF PROXIES

Shareholders are asked to approve an ordinary resolution to approve destruction of the proxies after one year provided there is no challenge to the Meeting.

The board of directors unanimously recommends that each shareholder vote to approve the destruction of the proxies after one year if there is no challenge to the proceedings of the Meeting. Unless otherwise authority to do so with respect to one or more directors is withheld, the persons designated as proxy holders in the accompanying Proxy accompanying this Circular intend to vote the Shares represented by such Proxy properly executed, For the approval of the destruction of the Meeting proxies after one year if there is no challenge to the proceedings of the Meeting.

AUDIT COMMITTEE

Under NI52-110 the Company is required to provide certain disclosure with respect to their Audit Committee including the text of the Audit Committee’s charter, the composition of the Audit Committee and the fees paid to the external auditor. The Company’s Audit Committee Charter is attached as Schedule B” to this Information Circular.

The primary purpose of the Audit Committee is to assist the Board of Directors in discharging its oversight and evaluation responsibilities. In particular, the Audit Committee oversees the financial reporting process to ensure the balance, transparency and integrity of our published financial information. The Audit Committee also reviews and reports to the Board of Directors on the quality and integrity of the Financial Statements and other financial information; compliance with legal and regulatory requirements related to financial reporting; the effectiveness of the systems of control (including risk management) established by management to safeguard the assets (real and intangible) of the Company and its subsidiaries; the proper maintenance of accounting and other records; annual and quarterly interim financial information; the independent audit process, including recommending the appointment and compensation of the external auditor, and assessing the qualifications, performance and independence of the external auditor; the performance and objectivity of our internal audit function; all non�audit services; the development and maintenance of procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Company and its subsidiaries of concerns regarding questionable accounting or auditing matters; the review of environment, insurance and other liability exposure issues relevant to the affairs of the Company; and any additional matters delegated to the committee by the Board of Directors.

The Audit Committee has the right, for the purposes of performing its duties, to maintain direct communication with the Company’s external auditors and Board of Directors, to inspect all books and records of the Company and its affiliates, to seek any information it requires from any employee of the Company and its affiliates and to retain outside counsel or other experts.

The Audit Committee is required to meet at least once per quarter and is comprised of not less than three directors, a majority of whom are independent (as defined in NI 52�110) and all “financially literate” within

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the meaning of applicable Canadian securities laws. Simon Langdon, James Hope and Harold Forzley are the members of the Audit Committee.

Composition of Audit Committee and Independence

NI 52�110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with a company, which could, in the view of that company’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. Two of the members of the Audit Committee, James Hope and Harold Forzley meet the definition of “independence” provided in NI 52� 110. Simon Langdon is not considered independent as he is the CEO of the Company.

Relevant Education and Experience

NI 52�110 provides that an individual is “financially literate” if he or she has 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 Financial Statements. All of the members of the Audit Committee are financially literate. For details regarding the education, experience and financial literacy of the members of the Audit Committee.

It is intended that the Audit Committee will establish a practice of approving audit and non�audit services provided by the external auditor.

External Auditor Service Fee

The audit fees incurred to its external auditors, MNP LLP, Chartered Professional Accountants, by the Company for the last two completed financial years are as follows:

Nature of Service	Fees Paid (or accrued) to Auditor in respect of the year ended 31 December 2020 ($)	Fees Paid (or accrued) to Auditor in respect of the financial year ended December 31, 2019($)
Audit Fees(1)	75,278	12,175
Audit-Related Fees(2)	0	0
Tax fees(3)	0	0
All other fees(4)	0	0
Total	75,278	12,175

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include aggregate fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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(2) “Audit-Related Fees” include fees for services that are traditionally performed by the auditor. These audit-related services may include aggregate fees for due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes aggregate fees for tax compliance, tax planning and tax advice.

(4) “All Other Fees” include all other non-audit services, in the aggregate. These services were for the review of prior prospectus and interim unaudited financial statements filed with the Commission.

Exemption

The Company is relying on an exemption provided in section 6.1 of NI 52�110 from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

Audit Committee Charter

The Board of Directors has adopted an Audit Committee charter that sets out the roles and responsibilities of the Audit Committee. A copy of the charter is attached hereto as Schedule “B”.

STATEMENT OF CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with day� to�day management of the Company.

The Company has adopted a Corporate Governance Policy to ensure that effective corporate governance practices are followed and to ensure that the Board of Directors functions independently of management. The Corporate Governance Policy is attached hereto as Schedule “C” to this Prospectus.

The following sets forth the Company’s disclosure of its corporate governance practices as they relate to the corporate governance guidelines set forth in National Policy 58�201. The Board of Directors is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The Board of Directors will monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.

NI 58�101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the company, other than interests and relationships arising from holding Shares or securities in the company. In addition, where a company has a significant shareholder, NI 58 101 suggests that the board of directors should include a number of directors who do not have interests in either the company or the significant shareholder. The independent directors would exercise their

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responsibilities for independent oversight of management and meet independently of management whenever deemed necessary.

Currently, the Board of Directors is comprised of three directors, namely Simon Langdon, James Hope and Harold Forzley. Mr. Langdon is not considered independent, as he is the CEO of the Company. James Hope and Harold Forzley are considered independent for the purposes of NP 58�201. The Board of Directors may meet independently of management as needed. The independent directors would exercise their responsibilities for independent oversight of management and meet independently of management whenever deemed necessary.

Mr. Forzley has served as a director of other reporting issuers. None of the other directors or the CFO of the Company have served as a directors of a Reporting Issuer.

Position Descriptions

The Company does not currently have written position descriptions for the chairman of the Board of Directors, or for the chair of its committees.

Orientation and Continuing Education

Each new director of the Company is briefed about the nature of the Company’s business, its corporate strategy and current issues within the Company. New directors will be encouraged to review the Company’s public disclosure records as filed on SEDAR at www.sedar.com after the Company becomes a reporting Company. Directors are also provided with access to management to better understand the operations of the Company, and to the Company’s legal counsel to discuss their legal obligations as directors of the Company.

Ethical Business Conduct

The Board of Directors is considering implementing a written code of ethical conduct for its directors, officers and future employees. The Board of Directors is also required to comply with the conflict of interest provisions of the Act and relevant securities regulation in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director is required to declare the nature and extent of his interest and is not entitled to vote on any matter that is the subject of the conflict of interest. 0

Nomination of Directors

The Company’s management is in contact with individuals involved in the technology sector. From these sources management has made a number of contacts and in the event that the Company requires any new directors, such individuals will be brought to the attention of the Board of Directors. The Company will conduct reference and background checks on suitable candidates. New nominees generally must have a track record in business management, areas of strategic interest to the Company, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity.

Other Board Committees

Other than as disclosed herein, there are no other committees of the Board of Directors as of the date of this Prospectus.

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Assessments

Neither the Company nor the Board of Directors has developed a formal review system to assess the performance of the directors or the Board of Directors as a whole. The contributions of individual directors are monitored by other members of the Board of Directors on an informal basis through observation.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

During the financial year ended December 31, 2020, the Company had two “Named Executive Officers”, being Simon Langdon, the Chief Executive Officer and Ben Melin, the Chief Financial Officer (“ CFO ”). For this purpose, “Named Executive Officer” means: (a) each Chief Executive Officer, (b) each Chief Financial Officer, (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.

Compensation Discussion & Analysis

The Company is listed on Canadian Securities Exchange (“ CSE ”). The Company is a software and electronics engineering company that has developed, patented and commercialized an innovative spatial technology called EYEfi SPARC, that turns any sensor, camera or smartphone device (fixed, mobile, airborne, portable or handheld) into a geo-pointing system. It has also developed an Industrial Internet of Things (IIoT) sensor and cloud application.

The Company does not have in place any formal objectives, criteria or analysis, specified goals compensation package or remuneration strategy. Compensation payable is currently determined by the Board of Directors. The CEO and CFO are compensated for their services to the Company and the compensation to the Named Executive Officers is comprised of management fees and they may be granted incentive stock options from time to time. None have been granted as at the date of this information circular. The Company may in future grant incentive stock options for the purposes of assisting the Company in compensating, attracting, retaining and motivating its Named Executive Officers.

As the Company does not currently have a compensation committee, the Board of Directors of the Company (the “ Board ”) has the responsibility to administer compensation policies related to executive management of the Company, including option based awards. The Board recognizes in the future it may need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation of each executive’s level of responsibility.

Pension Benefits

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

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Termination and Change of Control Benefits

The Company has no compensatory plan, contract or arrangement where a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) to compensate such executive officer in the event of resignation, retirement or other termination of the Named Executive Officer’s employment with the Company or its subsidiaries, a change of control of the Company, or a change in responsibilities of the Named Executive Officer following a change in control.

Summary Compensation Table

Set out below is a summary of compensation paid during the Company’s three most recently completed financial year to the Company’s Named Executive Officers:

Summary Executive Compensation Table of the Company

					Non-equity	Non-equity
				Opti	incentive-plan
				on	compensation ($)
			Common	base		(f)		All
			share-	d		Long-		other	Total
Name and			based	awar	Annual	term	Pension	compe	compen
principal			awards	ds	incentiv	incentive	value	nsation	sation
position	Year	Salary ($)	($)	($)	e plans	plans	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f1)	(f2)	(G)	(h)	(i)
Simon
Langdon	2020	217,280	Nil	Nil	Nil	Nil	20,642	Nil	237,922
CEO
Mark Van
der Horst	2020		Nil	Nil	Nil	Nil	Nil	Nil	Nil
CEO	2019		Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018		Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ben
Melin	2020		Nil	Nil	Nil	Nil	Nil	Nil	Nil
CFO

During the year ended December 31, 2019, the Company had approximately $7,538 (2018 - $5,386) of accrued payables to Mark van der Horst for expenses incurred on the Company’s behalf. During 2019, the Company paid $1,200 related to an office lease to a private company owned by Mr. van der Horst.

Ben Melin is a director of the accounting firm DLK Advisory which is the external accountant to the Company. DLK Advisory was paid $167,766 excluding GST in 2020.

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Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the outstanding share-based awards and option-based awards held by the Named Executive Officers of the Company at the end of the most recently completed financial year:

Name	Number of securities underlying unexercised options (#) None	Option-based Awards Option exercise price(2) ($) Option expiration date Value of unexercised in- the-money options(2) ($)	Option-based Awards Option exercise price(2) ($) Option expiration date Value of unexercised in- the-money options(2) ($)	Option-based Awards Option exercise price(2) ($) Option expiration date Value of unexercised in- the-money options(2) ($)	Share-based Awards Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested ($)	Share-based Awards Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested ($)

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each Named Executive Officer:

Value Vested or Earned for Incentive Plan Awards During the Most Recently Completed Financial Year

Name	Option-based awards – Value vested during the year(1) ($)	Share-based awards– Value vested during the year ($)	Non-equity incentive plan compensation– Value earned during the year ($)
	none

Director Compensation

Other than compensation paid to the Named Executive Officers, and except as noted below, no compensation was paid to directors in their capacity as directors of the Company in their capacity as members of a committee of the Board or of a committee of the Board of Directors, or as consultants or experts, during the Company’s most recently completed financial year.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the outstanding share-based awards and option-based awards held by the directors of the Company (excluding directors who are otherwise Named Executive Officers) at the end of the most recently completed financial year:

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The following table sets forth the outstanding share-based awards and option-based awards held by the directors of the Company (excluding directors who are otherwise Named Executive Officers) at the end of the most recently completed financial year: Notes:

Name	Number of securities underlying unexercise d options (#) none	Option-based Awards Option exercise price ($)(1) Option expiration date	Value of unexercised in-the- money options(2) ($)	Share-based Awards Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested ($)

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed fiscal year by each director of the Company (excluding directors who are otherwise Named Executive Officers):

Name	Option-based awards– Value vested during the year ($)	Share-based awards– Value vested during the year ($)	Non-equity incentive plan compensation– Value earned during the year ($)
	none

Equity Compensation Plan Information

The following table sets out those securities of the Company which have been authorized for issuance under equity compensation plans, as at the end of the most recently completed financial year:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
	none

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company or its subsidiaries, or their respective associates, are as of the date of this Circular, or have been since the beginning of the last completed financial year of the Company, indebted to the Company or any of its subsidiaries (or another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company or any of its subsidiaries).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this Circular or as set forth below, no director or executive officer of the Company, no proposed nominee for election to the Board, no person or company who beneficially owns, exercises control or direction over (or a combination of both), directly or indirectly, more than 10% of the issued and outstanding Shares, no director or officer of such shareholder and or no associate or affiliate of any of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the last completed financial year of the Company or proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Other than as disclosed elsewhere in this Circular, there are no management functions of the Company or its subsidiaries which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company or its subsidiaries.

General Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information about the Company is provided by the Company’s comparative audited consolidated annual financial statements for the year ended December 31, 2020, a copy of which, together with Management’s Discussion and Analysis for that period, can be found on SEDAR at www.sedar.com or by contacting the Company at Tel: 61 39417 5777 or by email at info@eyefigroup.com.

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BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Abbotsford, Victoria 3067 Australia, the 14th[th] day of May, 2021.

ON BEHALF OF THE BOARD

(signed) “Simon Langdon” Simon Langdon, Chief Executive Officer

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