StorageVault Canada Inc.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 26, 2021

NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF STORAGEVAULT CANADA INC. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF STORAGEVAULT CANADA INC. TO BE HELD ON WEDNESDAY, MAY 26, 2021.

COVID-19 NOTICE: IN LIGHT OF THE PUBLIC HEALTH EMERGENCY ASSOCIATED WITH THE COVID-19 PANDEMIC, THE CORPORATION IS REQUESTING ALL SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY, BY MAIL, BY TELEPHONE OR ON THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON. THE CORPORATION WILL LIMIT ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ONTARIO AT THE TIME OF THE MEETING. See the COVID-19 Notice in the Notice of Meeting and Management Information Circular.

TO BE HELD AT:

100 Canadian Road Toronto, Ontario At 2:00 p.m.

Dated: April 16, 2021

STORAGEVAULT CANADA INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the “ Meeting ”) of holders of common shares (“ Common Shares ”) of StorageVault Canada Inc. (the “ Corporation ”) will be held at 100 Canadian Road, Toronto, Ontario, on Wednesday, May 26, 2021 at 2:00 p.m. for the following purposes:

to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2020 and the report of the auditor thereon;
to fix the number of directors of the Corporation to be elected at the Meeting at five (5);
to elect the Board of Directors of the Corporation for the ensuing year;
to appoint the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to set the auditor’s remuneration;
to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Management Information Circular prepared for the purpose of the Meeting, relating to the re-approval of the stock option plan of the Corporation;
to consider, and if thought fit, approve the ordinary resolution, as more particularly set forth in the accompanying Management Information Circular prepared for the purpose of the Meeting, relating to the approval of the amendment to the By-laws of the Corporation; and
to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 16[th] day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

signed “Steven Scott” Steven Scott Chief Executive Officer and Director

COVID-19 NOTICE: Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of Ontario and taking into account the health and safety of our employees, shareholders, service providers and other stakeholders, THE CORPORATION IS REQUESTING ALL SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY, BY MAIL, BY TELEPHONE OR ON THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON TO VOTE. Further restrictions with regard to the Meeting may be implemented by the Corporation as required in accordance with applicable laws and to comply with public health restrictions. At the Meeting, the Corporation may adopt screening or other measures for identifying COVID-19 symptoms or risk factors as may be recommended or required by applicable health authorities. These measures may include requiring registered shareholders or duly appointed proxy holders still wishing to attend the Meeting in person to sign a representation letter at the Meeting that they are not a confirmed case of COVID-19 or a close contact of a confirmed case of COVID-19, they are not experiencing cold or flu-like systems, including fever, cough, difficulty breathing, muscle aches, fatigue,

headache, sore throat or runny nose, and that they have not travelled outside of Canada for a period of two weeks preceding the Meeting date. The Corporation reserves the right to refuse admission to a shareholder or proxyholder seeking to attend the Meeting if the Corporation believes the shareholder or proxyholder poses a health risk to attendees at the Meeting or that admission to the Meeting would otherwise breach public health restrictions. THE CORPORATION WILL LIMIT ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ONTARIO AT THE TIME OF THE MEETING. In addition, any attendees will be required to wear face masks and practice social distancing at the Meeting.

In order to permit shareholders and proxyholders to listen to the Meeting without having to attend in person, an audio recording of the Meeting will be available for listening after the Meeting. To do so, Shareholders are encouraged to visit the “Investors” section of the Corporation’s website at www.storagevaultcanada.com . Shareholders will not be able to vote through this audio recording, and as such, the Corporation is advising all Shareholder who plan to listen to the audio recording of the Meeting, TO VOTE BY PROXY, BY MAIL, BY TELEPHONE OR ON THE INTERNET IN ADVANCE OF THE MEEING.

In light of the public health restrictions, the Corporation will not be providing a corporate presentation or question and answer session at the Meeting.

As the COVID-19 outbreak continues to be a rapidly evolving situation, and in light of changing public health restrictions and recommendations related to COVID-19, there may be changes to the date, time or location of the Meeting, or the Corporation may adjourn or postpone the Meeting. The Corporation will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting. Any such changes will be communicated by news release which will be made available under the Corporation’s profile on SEDAR at www.sedar.com.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY PRIOR TO THE MEETING RATHER THAN ATTENDING THE MEETING IN PERSON.

All proxies, to be valid, must be received by TSX Trust Company, 301 - 100 Adelaide Street West, Toronto ON M5H 4H1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

STORAGEVAULT CANADA INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR (“MANAGEMENT INFORMATION CIRCULAR”) IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT, OR ITS AGENTS, ADVISORS OR REPRESENTATIVES, OF STORAGEVAULT CANADA INC. (THE “CORPORATION”) of proxies from the holders of common shares (the “ Common Shares ”) for the annual general and special meeting of the shareholders of the Corporation (the “ Meeting ”) to be held on Wednesday, May 26, 2021 at 2:00 p.m. at 100 Canadian Road, Toronto, Ontario, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting (“ Notice of Meeting ”).

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

COVID 19 NOTICE

Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of Ontario and taking into account the health and safety of our employees, shareholders, service providers and other stakeholders, THE CORPORATION IS REQUESTING ALL SHAREHOLDERS TO REFRAIN FROM ATTENDING THE MEETING IN PERSON AND, INSTEAD, TO VOTE BY PROXY, BY MAIL, BY TELEPHONE OR ON THE INTERNET, RATHER THAN ATTENDING THE MEETING IN PERSON TO VOTE. Further restrictions with regard to the Meeting may be implemented by the Corporation as required in accordance with applicable laws and to comply with public health restrictions. At the Meeting, the Corporation may adopt screening or other measures for identifying COVID-19 symptoms or risk factors as may be recommended or required by applicable health authorities. These measures may include requiring registered shareholders or duly appointed proxy holders still wishing to attend the Meeting in person to sign a representation letter at the Meeting that they are not a confirmed case of COVID-19 or a close contact of a confirmed case of COVID-19, they are not experiencing cold or flu-like systems, including fever, cough, difficulty breathing, muscle aches, fatigue, headache, sore throat or runny nose, and that they have not travelled outside of Canada for a period of two weeks preceding the Meeting date. The Corporation reserves the right to refuse admission to a shareholder or proxyholder seeking to attend the Meeting if the Corporation believes the shareholder or proxyholder poses a health risk to attendees at the Meeting or that admission to the Meeting would otherwise breach public health restrictions. THE CORPORATION WILL LIMIT ATTENDEES AS REQUIRED BY THE MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ONTARIO AT THE TIME OF THE MEETING. In addition, any attendees will be required to wear face masks and practice social distancing at the Meeting.

In light of the public health restrictions, the Corporation will not be providing a corporate presentation or question and answer session at the Meeting.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY PRIOR TO THE MEETING RATHER THAN ATTENDING THE MEETING IN PERSON.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the “Management Designees”) in the enclosed instrument of proxy (“Instrument of Proxy”) have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (whom need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification with him or her to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his or her shares.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, TSX Trust Company, 301 - 100 Adelaide Street West, Toronto ON M5H 4H1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or by his authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation or with TSX Trust Company, 301 - 100 Adelaide Street West, Toronto ON M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chair of such Meeting on the day of the Meeting, or at any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting his or her shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who

otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder's name. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

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 Instrument 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 or her 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.

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

This Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting have been sent directly by the Corporation (through the services of TSX Trust Company), rather than through an intermediary, to non-objecting beneficial owners under National Instrument 54-101. These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been

obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING OF PROXIES

Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

QUORUM

The by-laws of the Corporation provide that a quorum of shareholders is present at a meeting of shareholders of the Corporation if at least two persons holding or representing in person or by proxy not less than five (5%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares, an unlimited number of preferred shares, issuable in series, and an unlimited number of series 1 preferred shares (“ Series 1 Preferred Shares ”). As at the effective date of this Information Circular (the “ Effective Date ”), which is April 16, 2021, 369,708,180 Common Shares are issued and outstanding as fully paid and non-assessable. No other shares of any other class are issued or outstanding. The Common Shares are the only shares entitled to be voted at the Meeting and holders of Common Shares are entitled to one vote for each Common Share held.

Holders of Common Shares of record at the close of business on April 16, 2021 (the “ Record Date ”) are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that, (a) the holder has transferred the ownership of any of his or her Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that his or her name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote his or her Common Shares at the Meeting.

To the knowledge of the directors and the executive officers of the Corporation, as at the Effective Date, no person or company beneficially owns, directly or indirectly, or controls or directs, voting securities

carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation other than as follows:

		Number of Common
		Shares Owned or	Percent of Outstanding
		Controlled at the	Common Shares at the
Name	Type of Ownership	Effective Date	Effective Date
Access Self Storage Inc.	Registered, Beneficial and	128,557,751	34.87%
(“Access”) (1)	Indirect(2)

Notes:

(1) Mr. Steven Scott, the Chief Executive Officer of the Corporation, and Mr. Iqbal Khan, the Chief Financial officer of the Corporation, are directors, officers and shareholders of Access, but do not control Access. Access is an associate of each of Mr. Scott and Mr. Khan.
(2) Includes Common Shares of 2085746 Ontario Inc. and Nawoc Holdings Limited, companies controlled by Access or officers of Access.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The compensation program of the Corporation is designed to attract, motivate, reward and retain knowledgeable and skilled executives required to achieve the Corporation’s corporate objectives and increase shareholder value. The main objective of the compensation program is to recognize the contribution of the executive officers to the overall success and strategic growth of the Corporation. The compensation program is designed to reward management performance by aligning a component of the compensation with the Corporation’s business performance and share value. The philosophy of the Corporation is to pay the executives of the Corporation a total compensation amount that is competitive with other similar sized companies, although no specific benchmarks have been used, and is consistent with the experience and responsibility level of such executives. The purpose of executive compensation is to reward the executives for their contributions to the achievements of the Corporation on both an annual and long term basis.

The compensation program provides long term incentives to its executive officers and directors through grants of stock options under the Corporation’s stock option plan and equity-based incentive awards under the Corporation’s equity incentive plan. Increasing the value of the Corporation’s Common Shares increases the value of the stock options and equity-based incentive awards. This incentive closely links the interests of the Named Executive Officers and directors to shareholders of the Corporation.

The Board of Directors is satisfied that there were not any identified risks arising from the Corporation’s compensation plans or policies that would have had any negative or material impact on the Corporation. The Corporation does not have any policy in place to permit an executive officer or director to purchase financial instruments, including, for greater certainty, 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.

Effective June 1, 2018, the Corporation entered into an employment agreement (the “ Scott Employment Agreement ”) with Steven Scott, which provided that Mr. Scott would act in the capacity of Chief Executive Officer of the Corporation. Pursuant to the Scott Employment Agreement, Mr. Scott is entitled to receive an annual salary of $250,000. Under the terms of the Scott Employment Agreement, in the event of termination by the Corporation without cause, Mr. Scott is entitled to a payment in the amount of twenty-four (24) months of base salary, plus accrued vacation pay, plus an amount equal to the value of all benefits and bonuses Mr. Scott would have received during the twenty-four (24) month period

following the termination. In the event of any circumstance that would constitute constructive dismissal by the Corporation under common law, Mr. Scott is entitled to resign his employment and would be entitled to a payment in the same amount as if Mr. Scott had been terminated without cause. The Scott Employment Agreement may also be terminated by the Corporation for cause or in the event of disability of Mr. Scott (provided that Mr. Scott would continue to be entitled to all benefits which he may otherwise be entitled to), and by Mr. Scott by providing thirty (30) days prior written notice. The Scott Employment Agreement continues until terminated by either party, as set forth above.

Effective June 1, 2018, the Corporation entered into an employment agreement (the “ Khan Employment Agreement ”) with Iqbal Khan, which provided that Mr. Khan would act in the capacity of Chief Financial Officer of the Corporation. Pursuant to the Khan Employment Agreement, Mr. Khan is entitled to receive an annual salary of $225,000. Under the terms of the Khan Employment Agreement, in the event of termination by the Corporation without cause, Mr. Khan is entitled to a payment in the amount of twenty-four (24) months of base salary, plus accrued vacation pay, plus an amount equal to the value of all benefits and bonuses Mr. Khan would have received during the twenty-four (24) month period following the termination. In the event of any circumstance that would constitute constructive dismissal by the Corporation under common law, Mr. Khan is entitled to resign his employment and would be entitled to a payment in the same amount as if Mr. Khan had been terminated without cause. The Khan Employment Agreement may also be terminated by the Corporation for cause or in the event of disability of Mr. Khan (provided that Mr. Khan would continue to be entitled to all benefits which he may otherwise be entitled to), and by Mr. Khan by providing thirty (30) days prior written notice. The Khan Employment Agreement continues until terminated by either party, as set forth above.

Share-based and Option-based Awards

The Board of Directors granted an aggregate of 3,627,000 stock options to directors and executive officers under the Stock Option Plan (as defined below) during the financial year ended December 31, 2020. In addition, the Board of Directors granted 42,610 DSUs and 190,000 RSUs for an aggregate of 232,610 DSUs and RSUs (as each term is defined in the Equity Incentive Plan (as defined below)) to directors and officers under the Equity Incentive Plan during the financial year ended December 31, 2020. The Corporation took into account the number of options outstanding, the performance of the Corporation and the performance of directors and executive officers in determining the grant of stock options, DSUs and RSUs in 2020.

The allocation of the number of stock options, DSUs and RSUs granted among the directors and executive officers of the Corporation is first determined by the committee under the Charter of the Governance, Nominating and Compensation Committee (the “ Governance, Nominating and Compensation Committee ”) and then approved by the entire Board of Directors. See “Incentive Plan Awards” below and “DIRECTOR COMPENSATION - Incentive Plan Awards” below.

Governance, Nominating and Compensation Committee

The following are the members of the Governance, Nominating and Compensation Committee, as at the date hereof:

Jay Lynne Fleming (Chair)	Independent
Steven Scott	Not Independent
Benjamin Harris	Independent

All members of the Governance, Nominating and Compensation Committee are knowledgeable about the Corporation’s compensation programs and possess an understanding of compensation theory and practice, personnel management and development, succession planning and executive development. In addition, all

members are “financially literate” within the meaning of National Instrument 52-110 and have accounting or related financial management experience or expertise.

The responsibilities of the Governance, Nominating and Compensation Committee in respect of compensation matters include reviewing and recommending to the Board of Directors the compensation policies and guidelines for supervisory management and personnel, corporate benefits, bonuses, stock options, RSUs, DSUs and other incentives, reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation; non-CEO officer and director compensation; the review of executive compensation disclosure; succession plans for officers and for key employees; and material changes and trends in human resources policy, procedure, compensation and benefits.

Summary Compensation Table

The following table sets forth all annual and long term compensation for the three most recently completed financial years for services in all capacities to the Corporation and its subsidiaries, if any, in respect of individual(s) who were acting as, or were acting in a capacity similar to, a chief executive officer or chief financial officer and the three most highly compensated executive officers whose total compensation exceeded $150,000 per annum (the “ Named Executive Officers ”).


			SUMMARY COMPENSATION TABLE
Name and Principal Position	Year Ended December 31	Consulting Fees/Salary ($)	Share- Based Awards ($)(1)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation ($)(3)	Total Compensation ($)
					~~$~~ Annual Incentive Plans	Long- Term Incentive Plans
Steven ScottChief Executive Officer	2020 2019 2018	250,000 250,000 135,577	458,142 420,385 Nil	1,478,859 501,798 662,402	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 2,000 3,000	2,187,001 1,174,183 800,979
Iqbal Khan Chief Financial Officer	2020 2019 2018	225,000 225,000 122,019	417,742 382,885 Nil	1,478,859 501,798 662,402	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 2,000 3,000	2,121,601 1,111,683 787,421

Notes:

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock. The fair market value of the DSUs and RSUs was calculated using the market value of the Common Shares as at December 31, 2020, being $4.04 per Common Share.
(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Scholes-Merton model. See “ Narrative Discussion ” below.
(3) Additional fees for serving as a director of the Corporation.

Narrative Discussion

Calculating the value of stock options using the Black-Scholes-Merton model is very different from a simple “in-the-money” value calculation. In fact, stock options that are well out-of-the-money can still

have a significant “grant date fair value” or “award date fair value” based on a Black-Scholes-Merton model, especially where, as in the case of the Corporation, the price of the underlying share is highly volatile. Accordingly, caution must be exercised in comparing grant/award date fair value amounts with cash compensation or an in-the-money option value calculation.

On March 4, 2020, pursuant to an award grant, Mr. Scott and Mr. Khan were granted 100,000 and 90,000 RSUs, respectively, pursuant to the Equity Incentive Plan. In addition, pursuant to the award grant on December 21, 2020, Mr. Scott, Mr. Khan, Mr. Tamblyn and Mr. Harris were granted 13,402, 13,402, 15,093 and 713 DSUs, respectively, pursuant to the Equity Incentive Plan. All of the RSUs and DSUs vest, as to 1/3 of the award granted, on each of the first, second and third anniversaries of the grant date.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Named Executive Officer of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
Name and Title	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the- money Option(1)(2) ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)(3)	Market or payout value of vested share-based awards not paid out or distributed ($)
Steven Scott Chief Executive Officer	487,750 477,500 1,020,000 1,027,500 1,045,000 1,925,000 1,373,500	$0.41 $0.50 $1.36 $1.78 $2.52 $2.90 $3.98	April 28, 2025 September 14, 2025 December 21, 2026 March 15, 2027 May 3, 2028 May 27, 2029 Dec 15, 2030	$1,770,533 $1,690,350 $2,733,600 $2,322,150 $1,588,400 $2,194,500 $82,410	21,557 DSUs 167,385 RSUs	$87,090 $676,235	N/A

	9	9	9	9
	Option-Based Awards				Share-Based Awards
Iqbal Khan Chief Financial Officer	487,750 477,500 1,020,000 1,027,500 1,045,000 1,925,000 1,373,500	$0.41 $0.50 $1.36 $1.78 $2.52 $2.90 $3.98	April 28, 2025 September 14, 2025 December 21, 2026 March 15, 2027 May 3, 2028 May 27, 2029 Dec 15, 2030	$1,770,533 $1,690,350 $2,733,600 $2,322,150 $1,588,400 $2,194,500 $82,410	21,557 DSUs 150,647 RSUs	$87,090 $608,614	N/A

Notes:

(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.
(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2020, being $4.04 per Common Share, and the exercise price of the options.
(3) The market value of the DSUs and RSUs was calculated using the market value of the Common Shares as at December 31, 2020, being $4.04 per Common Share.

None of the awards disclosed in the table above have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for each Named Executive Officer.

Name and Title	Option-Based Awards - Value vested during the year ($)(1)	Share-Based Awards - Value vested during the year ($)(2)	Non-Equity Incentive Plan Compensation - Value earned during the year ($)
Steven Scott Chief Executive Officer	Nil	$148,818	N/A
Iqbal Khan Chief Financial Officer	Nil	$135,554	N/A

Note:

(1) All option-based awards have been granted as fully vested. See “ Outstanding Share-Based Awards and OptionBased Awards” ” for the value of unexercised in-the-money options.

(2) The value was calculated by multiplying the number of DSUs or RSUs, as applicable, by the market value of underlying Common Shares on the vesting date. On December 20, 2020, a total of 64,017 RSUs and 8,156 DSUs vested for NEOs, and the market value of the Common Shares on December 18, 2020, the last trading day prior to such date, was $3.94.

Narrative Discussion

The Corporation has a stock option plan (the “ Stock Option Plan ”) previously approved by the shareholders of the Corporation on May 27, 2020. The significant terms of the Stock Option Plan are disclosed in this Management Information Circular under “ PARTICULARS OF MATTERS TO BE ACTED UPON - Re-approval of Stock Option Plan ”. In addition, the Corporation has an equity incentive plan (the “ Equity Incentive Plan ”) previously approved by the shareholders of the Corporation on May 30, 2018. The Equity Incentive Plan reserves a maximum of 17,454,677 Common Shares for issuance

pursuant to DSUs, RSUs and NEO RSUs under the Equity Incentive Plan. The other significant terms of the Equity Incentive Plan are disclosed in the Corporation’s Management Information Circular dated April 27, 2018 and filed on SEDAR at www.sedar.com on May 1, 2018.

Pension Plan Benefits

The Corporation does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

Other than as set forth below, the Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a Named Executive Officer’s responsibilities.

Pursuant to the Scott Employment Agreement, in the event of termination by the Corporation without cause, Mr. Scott is entitled to a payment in the amount of twenty-four (24) months of base salary, plus accrued vacation pay, plus an amount equal to the value of all benefits and bonuses Mr. Scott would have received during the twenty-four (24) month period following the termination. In the event of any circumstance that would constitute constructive dismissal by the Corporation under common law, Mr. Scott is entitled to resign his employment and would be entitled to a payment in the same amount as if Mr. Scott had been terminated without cause. The Scott Employment Agreement may also be terminated by the Corporation for cause or in the event of disability of Mr. Scott (provided that Mr. Scott would continue to be entitled to all benefits which he may otherwise be entitled to), and by Mr. Scott by providing thirty (30) days prior written notice. The Scott Employment Agreement continues until terminated by either party, as set forth above.

Pursuant to the Khan Employment Agreement, in the event of termination by the Corporation without cause, Mr. Khan is entitled to a payment in the amount of twenty-four (24) months of base salary, plus accrued vacation pay, plus an amount equal to the value of all benefits and bonuses Mr. Khan would have received during the twenty-four (24) month period following the termination. In the event of any circumstance that would constitute constructive dismissal by the Corporation under common law, Mr. Khan is entitled to resign his employment and would be entitled to a payment in the same amount as if Mr. Khan had been terminated without cause. The Khan Employment Agreement may also be terminated by the Corporation for cause or in the event of disability of Mr. Khan (provided that Mr. Khan would continue to be entitled to all benefits which he may otherwise be entitled to), and by Mr. Khan by providing thirty (30) days prior written notice. The Khan Employment Agreement continues until terminated by either party, as set forth above.

DIRECTOR COMPENSATION

During the year ended December 31, 2020, the Corporation had six (6) different directors throughout the year, two (2) of which were also Named Executive Officers. For a description of the compensation paid to the Named Executive Officers of the Corporation who also acted as directors of the Corporation, see “ EXECUTIVE COMPENSATION ”.

Director Compensation Table

The following table sets forth all compensation provided to directors who are not also Named Executive Officers (“ Outside Directors ”) of the Corporation for the most recently completed financial year.

				11
Name	Fees Earned ($)	Share-Based Awards ($)(1)	Option-Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Jay Lynne Fleming	60,000	Nil	215,342	Nil	Nil	2,400	277,742
Alan A. Simpson	125,000	Nil	215,342	Nil	Nil	2,400	342,742
Benjamin Harris(3)	Nil	2,880(4)	215,342	Nil	Nil	Nil	218,222
Blair Tamblyn (3)	Nil	60,975(4)	215,342	Nil	Nil	Nil	276,317

Notes:

(1) “ Share-Based Award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock. The fair market value of the DSUs and RSUs was calculated using the market value of the Common Shares as at December 31, 2020, being $4.04 per Common Share.
(2) “ Option-Based Award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The “grant date fair value” has been determined by using the Black-Scholes-Merton model.
(3) On December 15, 2020, Mr. Tamblyn resigned as a director and Mr. Harris was appointed as a director of the Corporation.
(4) Certain Directors took directors fees in the form of DSUs.

Narrative Discussion

On December 21, 2020, Mr. Tamblyn and Mr. Harris were granted 15,093 and 713 DSUs, respectively, pursuant to the Equity Incentive Plan. All of the DSUs vest, as to 1/3 of the DSUs granted, on each of the first, second and third anniversaries of the grant date.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Outside Director of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards	Option-Based Awards			Share-Based Awards	Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the- money Option(1)(2) ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)(3)	Market or payout value of vested share- based awards not paid out or distributed ($)
Jay Lynne Fleming	100,000 25,000 25,000	$0.50 $1.36 $1.78	September 14, 2025 December 21, 2016 March 15, 2027	$354,000 $67,000 $56,500	N/A	N/A	N/A

	12	12	12	12
	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the- money Option(1)(2) ($)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested ($)(3)	Market or payout value of vested share- based awards not paid out or distributed ($)
	25,000 225,000 225,000	$2.52 $2.90 $3.98	May 3, 2028 May 27, 2029 Dec 15, 2030	$38,000 $256,500 $13,500
Alan A. Simpson	125,000 125,000 125,000 225,000 225,000	$1.36 $1.78 $2.52 $2.90 $3.98	December 21, 2026 March 15, 2027 May 3, 2028 May 27, 2029 Dec 15, 2030	$335,000 $282,500 $190,000 $256,500 $13,500	8,155 DSUs	$32,946	N/A
Blair Tamblyn	100,000 100,000 100,000 100,000 200,000 200,000	$0.50 $1.36 $1.78 $2.52 $2.90 $3.98	September 14, 2025 December 21, 2026 March 15, 2027 May 3, 2028 May 27, 2029 Dec 15, 2030	$354,000 $268,000 $226,000 $152,000 $228,000 $12,000	23,248 DSUs	$93,922	N/A
Benjamin Harris	200,000	$3.98	Dec 15, 2030	$12,000	713 DSUs	$2,881	N/A

Notes:

(1) Unexercised “in-the-money” options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.
(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2020, being $4.04 per Common Share, and the exercise price of the options.
(3) The market value of the DSUs was calculated using the market value of the Common Shares as at December 31, 2020, being $4.04 per Common Share.

None of the awards disclosed in the table above have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for Outside Directors of the Corporation.

Name	Option-Based Awards - Value vested during the year ($)(1)	Share-Based Awards - Value vested during the year ($)(2)	Non-Equity Incentive Plan Compensation - Value earned during the year ($)
Jay Lynne Fleming	Nil	Nil	N/A
Alan A. Simpson	Nil	16,067	N/A
Benjamin Harris	Nil	Nil	N/A
Blair Tamblyn	Nil	16,067	N/A

Notes:

(1) All option-based awards have been granted as fully vested. See “ Outstanding Share-Based Awards and OptionBased Awards ” for the value of unexercised in-the-money options.
(2) The value was calculated by multiplying the number of DSUs by the market value of underlying Common Shares on the vesting date. On December 20, 2001, a total of 8,156 DSUs vested for Directors who are not NEOs, and the market value of the Common Shares on December 18, 2020, the last trading day prior to such date, was $3.94..

Narrative Discussion

The significant terms of the Stock Option Plan are disclosed in this Management Information Circular under “ PARTICULARS OF MATTERS TO BE ACTED UPON - Re-approval of Stock Option Plan ” and the significant terms of the Equity Incentive Plan are disclosed in the Corporation’s Management Information Circular dated April 27, 2018 and filed on SEDAR at www.sedar.com on May 1, 2018.

Other Compensation

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at the end of the Corporation’s most recently completed financial year.

			Number of securities
			remaining available for
			future issuance under
	Number of securities to be	Weighted-average exercise	equity compensation plans
	issued upon exercise of	price of outstanding	(excluding outstanding
	outstanding options,	options, warrants and	securities reflected in
Plan Category	warrants and rights(1)	rights	Column 1)(2)
Equity compensation plans	24,213,905Common Shares	$2.47 per Common Share(3)	12,656,239 Common Shares
approved by securityholders
Equity compensation plans	Nil	Nil	Nil
not approved by

Number of securities remaining available for future issuance under Number of securities to be Weighted-average exercise equity compensation plans issued upon exercise of price of outstanding (excluding outstanding outstanding options, options, warrants and securities reflected in Plan Category warrants and rights[(1)] rights Column 1)[(2)] securityholders Total 24,213,905Common Shares $2.47 per Common Share 12,656,239 Common Shares Notes:

(1) During the financial year ended December 31, 2020, the only equity compensation plans under which Common Shares may have been issued were the Stock Option Plan and the Equity Compensation Plan. As at December 31, 2020, the number of Common Shares to be issued upon the exercise of outstanding options was 23,639,650. As at December, 31, 2020, 91,542 DSUs and 482,713 RSUs for an aggregate of 574,255 DSUs and RSUs were issued under the Equity Incentive Plan.
(2) A maximum of 17,454,677 Common Shares are reserved for issuance pursuant to DSUs, RSUs and NEO RSUs under the Equity Incentive Plan. The aggregate number of Common Shares that may be reserved for issuance under the Stock Option Plan, along with any Common Shares reserved for issuance under the Equity Incentive Plan, shall not exceed 10% of the Corporation’s issued and outstanding Common Shares.
(3) This weighted-average exercise price only relates to Common Shares reserved for issuance under the Stock Option Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation 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.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth below and herein, or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, proposed nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

On April 15, 2020, the Corporation completed the acquisition of all of the storage assets, property and business used in two stores in Winnipeg, Manitoba, from Access. For additional information, please refer to the Corporation’s news release dated April 28, 2020, filed on SEDAR at www.sedar.com.

On December 4, 2020, the Corporation completed the acquisition of six stores from Access (or companies controlled by Access). For additional information, please refer to the Corporation’s news release dated December 4, 2020, filed on SEDAR at www.sedar.com.

On March 15, 2021, the Corporation completed the acquisition of one store from Access or its affiliates or associates. For additional information, please refer to the Corporation’s news release dated April 1, 2021, filed on SEDAR at www.sedar.com.

MANAGEMENT CONTRACTS

During the most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise set out herein, no director or executive officer of the Corporation or any proposed nominee of management of the Corporation for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.

AUDIT COMMITTEE

Charter of the Audit Committee

The text of the Corporation’s Charter of the Audit Committee is set in Exhibit II.

Audit Committee Composition

The following are the members of the Audit Committee, as at the date hereof:

Jay Lynne Fleming Independent[(1)] Financially literate[(1)] Alan Simpson Independent[(1) ] Financially literate[(1)] Benjamin Harris Independent[(1)(2)] Financially literate[(1)]

Notes:

(1) As defined by National Instrument 52-110 (“ NI 52-110 ”). (2) Chair of the Audit Committee.

Relevant Education and Experience

All of the members of the Audit Committee have been either directly or indirectly involved in the preparation of the financial statements, filing of quarterly and annual financial statements, dealing with auditors, or as a member of the Audit Committee. All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements.

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 of Directors.

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), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (securities regulatory authority exemption).

Pre-Approval Policies and Procedures

The Audit Committee had adopted specific procedures for the pre-approval and engagement of non-audit services as described above under the heading “ Committee Activities - Relationship with External Auditor ” as set forth in the Corporation’s Charter of the Audit Committee attached as Exhibit II.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit and other fees are as follows:

Financial Year
Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2020	$200,000	$Nil	$Nil	$93,000
2019	$140,000	$Nil	$Nil	$60,000

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110, the exemption for Venture issuers in relation to the requirement that every audit committee member be independent.

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 the day to day management of the Corporation. 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. To achieve this goal, the Corporation has implemented a Charter of Governance, Nominating and Compensation Committee, as well as a Charter of the Board of Directors, a Code of Business Conduct, a Charter of the Audit Committee, a Whistle Blower Policy, an Insider Trading and Reporting Policy, a Disclosure and Confidentiality Policy, an Acquisition Committee Mandate and Terms of Reference, a Diversity Policy and a Dividend Policy.

The responsibilities of the Governance, Nominating and Compensation Committee in respect of corporate governance matters include: reviewing the size and independence of the Board of Directors; reviewing the appropriateness of governance practices of the Board of Directors; overseeing legal obligations in relation to confidential information; developing and reviewing the powers, charters, mandates, policies, position descriptions and the performance of the Board of Directors and its committees; ensuring that the Corporation has adequate policies and procedures to identify and manage the Corporation’s principal risks; reviewing, and making recommendations in relation to, relationships among senior management and the Board of Directors; reviewing succession plans and making recommendations to the Board of Directors with respect to executive positions; ensuring the Board of Directors is informed and aware of its duties and responsibilities; reviewing corporate governance disclosure before such disclosure is made to the public; reviewing management reports and ensure compliance with corporate governance policies; reviewing responses to securities laws or stock exchange rules; reviewing potential liability of directors and officers and ensuring that protective measures such as insurance and indemnification are in place; and considering the need for special, new or additional corporate governance policies.

The Governance, Nominating and Compensation Committee has unrestricted access to the Corporation’s personnel and documents and is provided with the resources necessary, including, as required, the engagement and compensation of outside advisors, to carry out its responsibilities.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”), the Corporation is required to disclose its corporate governance practices as summarized below.

Board of Directors

The Board of Directors is currently comprised of five (5) members. All of these individuals are nominated for re-election at the Meeting, other than Mr. Benjamin Harris, who is nominated for election, as he was appointed as a director following the last shareholders meeting. Ms. Jay Lynne Fleming, Mr. Alan Simpson and Mr. Benjamin Harris are the current independent directors of the Corporation. Mr. Alan Simpson, although he was the Executive Vice-Chair of the Corporation until April 26, 2019, is considered an independent director as he does not have a material relationship with the Corporation as described in National Instrument 52-110 (“ NI 52-110 ”), including section 1.4(3)(f) of NI 52-110. In that regard, Mr. Simpson did not receive direct compensation from the Corporation greater than $75,000 for other than acting as a member of the Board of Directors, including compensation received in relation to being the Chair of the Acquisition Committee, as Mr. Simpson received the majority of his compensation for acting as a member of the Board of Directors (including as the Executive Vice-Chair of the Board of Directors).

Mr. Steven Scott, the Chief Executive Officer of the Corporation and Mr. Iqbal Khan, Chief Financial Officer of the Corporation, are members of management and, as a result, not independent directors.

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 has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the board of directors, reasonably interfere with the exercise of a director’s independent judgement. As disclosed above, the Board of Directors is comprised of a majority of independent directors. The independent judgement of the Board of Directors in carrying out its responsibilities is the responsibility of all directors. The Board of Directors of the Corporation facilitates independent supervision of management through meetings of the Board of Directors and through frequent informal discussions among independent members of the Board of Directors and management. In addition, the Board of Directors have free access to the Corporation’s external auditors, legal counsel and to any of the Corporation’s officers.

Directorships

The following directors of the Corporation were directors of other reporting issuers during the most recently completed financial year:

Name Steven Scott Iqbal Khan	Name of ReportingIssuer Timbercreek Financial Corporation Park Lawn Corporation Parkit Enterprise Inc. Parkit Enterprise Inc.	Name of Exchange or Market (if applicable)
		TSX: TF TSXV: PLC TSXV: PKT TSXV: PKT

Orientation and Continuing Education

Each new director is given an outline of the nature of the Corporation’s business, its corporate strategy and current issues with the Corporation. New directors are also expected to meet with management of the Corporation to discuss and better understand the Corporation’s business and are advised by counsel to the Corporation of their legal obligations as directors of the Corporation. New directors are also given copies of the Corporation’s policies.

The introduction and education process will be reviewed on an annual basis by the Board of Directors and will be revised as necessary.

Ethical Business Conduct

The Board of Directors has adopted a written Code of Business Conduct which applies to all directors, officers, employees and consultants of the Corporation. The Code of Business Conduct addresses such matters as ethical, honest, and fair conduct of the Corporation’s directors, officers, employees and consultants, non-discrimination nor harassment, safety, personal gain, dealings with public officials, conflicts of interest, internal controls, dealing with auditors, confidential information and the protection and proper use of the Corporation’s assets, insider trading, disclosure, whistle blowing, retaliation and intellectual property.

The Board of Directors has established a Whistle Blower Policy, which establishes the complaint procedure for concerns about any aspect of the Corporation’s activities and operations. The Corporation has also adopted on Insider Trading and Reporting Policy which establishes procedures for when insiders may trade securities of the Corporation. The Corporation has also adopted a Disclosure and Confidentiality Policy which establishes procedures for ensuring adequate disclosure and compliance with disclosure requirements as well as procedures for maintaining confidentiality. The Corporation has also adopted a Diversity Policy which implements diversity initiatives such as fostering as a diverse environment where individual differences are respected, inappropriate attitudes, behaviors and stereotypes are eliminated, and goals are promoted for minimum minorities composition of the Board of Directors, management and employees.

The Board of Directors has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board of Directors in which the director has an interest have been sufficient to ensure that the Board of Directors operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Alberta), as well as the relevant securities regulatory instruments, 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 would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nomination of Directors

The Board of Directors has not appointed a distinct nominating committee, but pursuant to the Charter of the Governance, Nominating and Compensation Committee, the Governance, Nominating and Compensation Committee is responsible for identifying, seeking and recommending individuals qualified to become members of the Board of Directors. The Board of Directors selects new nominees for election

and provides such nominations to the shareholders of the Corporation for election at annual general meetings of the Corporation. The nominees are selected pursuant to criteria found in the Charter of the Governance, Nominating and Compensation Committee and the Charter of the Board of Directors including developing a Board of Directors that encompasses a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Corporation’s business.

Compensation

In addition to the approval of the Board of Directors, the Governance, Nominating and Compensation Committee determines executive and director compensation. See “ EXECUTIVE COMPENSATION - Governance, Nominating and Compensation Committee ” above.

Other Board of Directors Committees

In addition to the Audit Committee and the Governance, Nominating and Compensation Committee as discussed above, the Corporation has an acquisition committee (the “ Acquisition Committee ”). The Corporation recognizes the possibility that future acquisitions by the Corporation of assets owned by Access may occur in order to grow the business and operations of the Corporation. Due to the related party nature of such potential acquisitions, the Corporation has established an Acquisition Committee Mandate and Terms of Reference and an Acquisition Committee. The purpose of the Acquisition Committee and the Acquisition Committee Mandate and Terms of Reference is to ensure that future acquisitions are free from any related party influences. In general, the intent of the Acquisition Committee Mandate and Terms of Reference requires Acquisition Committee approval before the Corporation is able to proceed with any future acquisition that involves a related party.

The following are the members of the Acquisition Committee, as at the date hereof, and disclosure as to such member’s independence from Access:

Alan A. Simpson (Chair) Independent Glenn Fradette Independent Paul G. Smith Independent Steven Scott Not Independent Iqbal Khan Not Independent Jay Lynne Fleming Independent

Assessments

The Board of Directors has not implemented a formal process for assessing its, or its members’, effectiveness although the Board Mandate requires an annual self-assessment of the entire Board of Directors and its committees. As a result of the limited number of individuals on the Board of Directors, the Board of Directors consider a formal assessment process (other than the above mentioned selfassessment) to be inappropriate at this time. The Board of Directors plans to continue evaluating its own effectiveness on an annual basis.

The Board of Directors does not formally assess the performance or contribution of individual members or committee members.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors of the Corporation, the only matters to be brought before the meeting are those matters set forth in the accompanying Notice of Meeting.

1. Report and Financial Statements

The Board of Directors of the Corporation has approved all of the information in the audited financial statements of the Corporation for the year ended December 31, 2020 and the report of the auditor thereon, copies of which are delivered herewith.

2. Fix Number of Directors to be Elected at the Meeting

Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect of the resolution.

At the Meeting, it will be proposed that five (5) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at five (5).

3. Election of Directors

The Corporation currently has five (5) directors and all of these directors are being nominated for reelection at the Meeting, other than Mr. Benjamin Harris, who is nominated for election, as he was appointed as a director of the Corporation following the last shareholders meeting. The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee's municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of the persons named in the following table to the Board of Directors . Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management Designees will be voted for another nominee in their discretion unless the shareholder has specified in his form of proxy that his Common Shares are to be withheld from voting in the election of directors . Each director elected will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act to which the Corporation is subject.

		Number and
		Percentage of
		Common Shares
		Held or Controlled as
		at the Date of this
Name, Municipality of		Management
Residence, Office and		Information
Date Became a Director	Present Occupation and Positions Held During the Last Five Years	Circular(1)
Steven Scott (3)	Chair and Chief Executive Officer of the Corporation. Mr. Scott is currently	358,704(4)
Toronto, ON Chief Executive Officer,	a director and Audit Committee Chair of Timbercreek Financial Corporation (TSX: TF) and Park Lawn Corporation (TSXV: PLC). Mr. Scott is a	(0.10%)
Chair and Director	Principal and Chief Executive Officer of The Access Group of Companies
April 28, 2015	focusing on the ownership, acquisition and development of storage, multi-
	residential and commercial real estate in Canada. Mr. Scott is also a Director
	and Treasurer of the Canadian Self Storage Association.
Iqbal Khan	Chief Financial Officer of the Corporation. Mr. Khan is a Principal and	506,487(4)
Toronto, ON Chief Financial Officer	Chief Financial Officer of The Access Group of Companies focusing on the ownership, acquisition and development of storage, multi-residential and	(0.14%)
and Director	commercial real estate in Canada, and prior to the internalization into the
April 28, 2015	Corporation, President of RecordXpress, a records management company.
	He is the Chairperson of the Canadian Self Storage Association Tax
	Committee.
Alan A. Simpson(2)	In 2007, Mr. Simpson co-founded StorageVault Canada Inc. and was	2,033,994(7)
Regina, SK Director	President and Chief Executive Officer until April 2015. He now serves the Corporation as a director and Acquisition Committee Chair. Mr. Simpson	(0.55%)
May 31, 2007	co-founded Hospitality Network Canada in 2000. He was President and
	Chief Executive Officer until 2005 and Chair from 2011 to 2017. Recently,
	Mr. Simpson co-founded a Living Sky Sports and Entertainment renewable
	energy start-up and a renewable energy financing Inccompany. Mr. Simpson
	holds a PgD Business Administration from Edinburgh Business School.
Jay Lynne Fleming(2) (3)	In 1999, Ms. Fleming founded Storage For Your Life which was sold to the	3,250,000(5)
Vancouver, BC May 30, 2019	Corporation in September 2015. She currently serves the Corporation as a director and as a member of the Audit Committee, the Governance,	(0.88%)
	Nominating and Compensation Committee and the Acquisition Committee.
	She is the President and CEO of CVL Investments Ltd., and is and is an
	active volunteer member of the Building & Grounds Committee of
	Mulgrave School, West Vancouver. Ms. Fleming completed her Business
	Certificate with Capilano University in 1991.
Benjamin Harris(2) (3)	Mr. Harris has more than 20 years of real estate investment and management	Nil
Bedford Hills, NY, USA	experience. Mr. Harris is the founder and CEO of Pinedale Capital Partners,
December 15, 2020	a privately-held investment management firm focused on the acquisition,
	development and operation of industrial properties across the United States.
	Pinedale serves as the dedicated industrial partner to Rockpoint Group, a
	real estate private equity firm based in Boston. Prior to forming Pinedale,
	Mr. Harris was CEO of LINK Logistics, Blackstone’s US industrial real
	estate platform. Prior to joining LINK, Mr. Harris served as President of
	Gramercy Property Trust, a publicly traded REIT based in New York, that
	was sold to Blackstone in 2018 in a $7.6 billion take-private transaction.
	Mr. Harris is a graduate of Dalhousie University and the University of Kings
	College in Canada where he received joint science degrees in Economics.
	Mr. Harris also serves on the board of Rippowam Cisqua School in Bedford,
	New York.
Notes:
(1) The information	as to shares beneficially owned, not being within the knowledge of the Corporation, has been
furnished by the respective directors.
(2) Members of the Corporation’s Audit Committee.
(3) Members of the Corporation’s Governance, Nominating and Compensation Committee.
(4) Does not include the 128,557,751 Common Shares controlled by Access, an associate of each		of Mr. Scott and Mr.
Khan.

(5) 3,000,000 of these Common Shares are controlled by trusts, of which Ms. Fleming is a trustee, and 500,000 of these Common Shares are held by CVL Investments Ltd., a company controlled by Ms. Fleming.
(6) Does not include 6,720,588 Common Shares owned by Access Results Management Services Inc., a company owned by Steven Scott and Iqbal Khan.
(7) 501,858 of these common shares are held Noah Waters Holding Inc., a company controlled by Mr. Simpson.

Cease Trade Orders

No proposed director, within 10 years before the date of this Management Information Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) 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 (collectively, an “ Order ”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

No proposed director, within 10 years before the date of this Management Information Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director 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.

Personal Bankruptcies

No proposed director has, within 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

Penalties and Sanctions

No proposed director has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director,

other than a settlement agreement entered into before December 31, 2000 that would likely not be important to a reasonable security holder in deciding whether to vote for a proposed director.

4. Appointment of Auditor

The shareholders of the Corporation will be asked to vote for the re-appointment of MNP LLP, Chartered Accountants, Toronto, Ontario (“ MNP LLP ”), as auditor of the Corporation. Unless directed otherwise by a proxy holder, or such authority is withheld, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy in favour of a resolution appointing MNP LLP, as auditor of the Corporation for the next ensuing year , to hold office until the close of the next annual general meeting of shareholders or until MNP LLP is removed from office or resigns as provided by the Corporation's by-laws, and the Management Designees also intend to vote the Common Shares represented by any such proxy in favour of a resolution authorizing the Board of Directors to set the compensation of the auditor.

5. Re-Approval of Stock Option Plan

The Corporation has a stock option plan (the “ Stock Option Plan ”) previously approved by the shareholders of the Corporation on May 27, 2020. A copy of the Stock Option Plan is attached as Exhibit 1 to the Corporation’s Management Information Circular dated April 18, 2011 and filed on SEDAR at www.sedar.com on May 3, 2011. The Stock Option Plan is incorporated herein by reference.

The Stock Option Plan shall be administered by the Board of Directors of the Corporation, or if appointed, by a special committee of directors appointed from time to time by the Board of Directors (the “ Board ”). The aggregate number of Common Shares that may be reserved for issuance under the Stock Option Plan, along with any Common Shares reserved for issuance under the Equity Incentive Plan, shall not exceed 10% of the Corporation’s issued and outstanding Common Shares. The number of Common Shares subject to an option which may be granted to a participant shall be determined by the Board, but no participant shall be granted an option which exceeds the maximum number of Common Shares permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Common Shares covered by each option shall be determined by the Board, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The maximum length any option shall be ten (10) years from the date the option is granted, provided that participant’s options expire ninety (90) days after a participant ceases to act for the Corporation, subject to extension at the discretion of the Board, except upon the death of a participant, in which case the participant’s estate shall have twelve (12) months in which to exercise the outstanding options. The Stock Option Plan includes a provision that should an option expiration date fall within a blackout period or immediately following a blackout period, the expiration date will automatically be extended for ten (10) business days following the end of the blackout period. The Board of Directors have the absolute discretion to amend or terminate the Stock Option Plan.

Policy 4.4 of the TSX Venture Exchange Inc. (the “ Exchange ”) requires that rolling stock option plans must receive shareholder approval yearly, at an issuer’s annual general meeting. In accordance with Policy 4.4, shareholders will be asked to consider and if thought fit, approve an ordinary resolution reapproving, adopting and ratifying the Stock Option Plan as the Corporation’s stock option plan.

Unless otherwise directed, it is the intention of the Management Designees to vote proxies in favour of the resolution re-approving the Stock Option Plan. In order to be effective, an ordinary resolution requires approval of a majority of the votes cast by shareholders who vote in respect to the resolution.

The text of the ordinary resolution to be considered at the Meeting will be substantially as follows:

“Be it resolved as an ordinary resolution of the Corporation that:

1. the stock option plan of the Corporation be approved substantially in the form attached as Exhibit 1 to the 2011 Management Information Circular of the

Corporation dated April 18, 2011 (the “Stock Option Plan”) and the Stock Option Plan be and is hereby ratified, approved and adopted as the stock option plan of the Corporation;

2. the form of the Stock Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;

3. the issued and outstanding stock options previously granted shall be continued under and governed by the Stock Option Plan;

4. the shareholders of the Corporation hereby expressly authorize the board of directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and

5. any one (or more) 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.”

6. Confirmation of By-law No. 1B

The Corporation wishes to ratify and confirm By-law No. 1B, a copy of which is attached as Exhibit I to this Management Information Circular, which will amend the by-laws of the Corporation (being By-law No. 1). By-law No. 1B is being presented for approval to:

A. support the Direct Registration System (“ DRS ”) for the Corporation’s securities. DRS provides for electronic direct registration of securities in an investor’s name on the books for the transfer agent or issuer, and allows shares to be transferred between a transfer agent and broker electronically; and
B. provide for participation at director and shareholder meetings by electronic means (the “ Virtual Meetings Provision ”).

By-law No. 1B was approved by the Board of Directors effective April 16, 2021, which must be ratified by the shareholders at the Meeting to continue to have effect after the Meeting.

DRS provides investors with an alternate approach to holding their securities in certificate or “street” form. Under DRS, investors can elect to have their securities registered directly on the issuer’s records in book-entry form. An investor electing to hold a security in a DRS book-entry position will receive a statement from the issuer or its transfer agent evidencing ownership of the security. The investor can subsequently transfer electronically the DRS book-entry position to their bank or broker/dealer.

With respect to the Virtual Meetings Provision, the Corporation wants to ensure that for future annual general and/or special shareholder meetings, as well as for directors meetings, shareholders and directors have the ability to participate at such meetings by electronic means, so that they do not have to attend such meetings in person. In light of the COVID-19 pandemic, the directors and management of the Corporation believe that, should the Corporation determine to have a virtual shareholders’ meeting in the future, enabling shareholders and directors to attend meetings virtually may lead to greater shareholder attendance and participation at such meetings, help to ensure the safety of participants in such meetings in these difficult times, while concurrently complying with public health guidelines and restrictions on public gatherings.

At the Meeting, shareholders will be asked to consider, and if thought appropriate, pass an ordinary resolution substantially in the form noted below to approve, adopt and ratify By-law No. 1B. The complete text of the resolution is as follows:

“ Be it resolved as an ordinary resolution of the Corporation that:

1. By-law No.1B substantially in the form attached as Exhibit I to the Management Information Circular of the Corporation dated April 16, 2021 be and is hereby approved, ratified and confirmed as a by-law of the Corporation;

2. the form of By-law No.1B may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;

3. the shareholders of the Corporation hereby expressly authorize the Board of Directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and

4. any one (or more) 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, it is the intention of the Management Designees to vote proxies in favour of the resolution approving By-law No. 1B. In order to be effective, an ordinary resolution requires approval of a majority of the votes cast by shareholders who vote in respect to the resolution.

OTHER BUSINESS

While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

GENERAL

Unless otherwise directed, it is management’s intention to vote proxies in favour of the resolutions set forth herein . All special resolutions to be brought before the Meeting require, for the passing of the same, a two-thirds majority of the votes cast at the Meeting by the holders of Common Shares. All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of Common Shares. All approvals by disinterested shareholders require the approval of the shareholders not affected by, or interested in, the matter to be approved.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information of the Corporation’s most recently completed financial year is provided, or will be provided, in the Corporation’s comparative financial statements and management discussion and analysis available on SEDAR. A shareholder may contact the Corporation at:

StorageVault Canada Inc. 100 Canadian Road Toronto, Ontario M1R 4Z5 Attention: Chief Executive Officer

to obtain a copy of the Corporation’s most recent financial statements and management discussion and analysis without charge.

BOARD APPROVAL

The contents and the sending of this Management Information Circular have been approved by the Board of Directors of the Corporation.

EXHIBIT I

BY-LAW NO. 1B

BY-LAW NO. 1B

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of StorageVault Canada Inc. (hereinafter called the “ Corporation ”) as follows:

Pursuant to Section 102(1) of the Business Corporations Act (Alberta) (the “ Act ”), By-law No. 1 of the by-laws of the Corporation is hereby amended by adding thereto, following paragraph 34 thereof, the following:

“34A. Share Certificates, Acknowledgements and Direct Registration System - Every shareholder of one or more shares of the Corporation shall be entitled, at the shareholder's option, to a share certificate that complies with the Business Corporations Act (Alberta) or a nontransferable written acknowledgment that complies with the Business Corporations Act (Alberta) of the shareholder's right to obtain a share certificate from the Corporation in respect of the shares of the Corporation held by such shareholder in an amount as shown on the securities register of the Corporation. Any share certificate issued pursuant to this paragraph 34A shall be in such form as the board may from time to time approve, shall be signed by the Corporation in accordance with paragraph 29 and need not be under the corporate seal.

For greater certainty, but subject to the first paragraph of this paragraph 34A, a registered shareholder may have his holdings of shares of the Corporation evidenced by an electronic, bookbased, direct registration system or other non-certificated entry or position on the register of shareholders to be kept by the Corporation in place of a physical share certificate pursuant to such a registration system that may be adopted by the Corporation, in conjunction with its transfer agent. This by-law shall be read such that a registered holder of shares of the Corporation pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur the same duties and obligations as a registered holder of shares evidenced by a physical share certificate. The Corporation and its transfer agent may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable in order to facilitate the adoption and maintenance of a share registration system by electronic, book-based, direct registration system or other non-certificated means.”

Pursuant to Section 102(1) of the Act, By-law No. 1 of the by-laws of the Corporation is hereby amended by the deletion in its entirety of paragraph 19 and replacing such paragraph, with the following:

“MEETINGS BY ELECTRONIC MEANS OR TELEPHONE

19A. Directors - A director may participate in a meeting of the board or of a committee of the board by electronic means, telephone or other communication facilities (“ Communication Facilities ”), or entirely by Communication Facilities, if such Communication Facilities permit all persons participating in such meeting to hear each other.

19B. Shareholders - A shareholder or any other person entitled to attend a meeting of shareholders may participate in a meeting of shareholders by Communication Facilities if such Communications Facilities permit all persons participating in such meeting to hear or otherwise communicate with each other (collectively, “ Hybrid Communications ”).

19C. Virtual Meeting - If the directors or the shareholders of the Corporation call a meeting of shareholders, those directors or shareholders, as the case may be, may determine that the meeting

CAN: 34501398.3

shall be held, entirely by Communication Facilities if such Communication Facilities permit all participants in such meeting to communicate adequately with each other during the meeting (collectively, “ Virtual Communications ”).

For the purposes of this paragraph 19:

(a) any shareholder or other person entitled to attend the meeting and participating by Communication Facilities or establishing a communications link through the Communications Facilities to the meeting shall be deemed to be present in person at the meeting;

(b) any and all communications or participation to the meeting through Hybrid Communications, including through a moderator, electronic interface or establishing a communications link via Hybrid Communications, shall be deemed to allow for participants to hear or otherwise communicate with each other;

(c) any and all communications or participation in the meeting through Virtual Communications, including through a moderator, electronic interface or establishing a communications link via Virtual Communications, shall be deemed to allow for participants to “communicate adequately with each other”; and

(d) if the notice of meeting does not specify a location for the meeting and provides for participation by Electronic Means, the meeting shall be deemed to be held at the registered office of the Corporation.”

By-law No. 1 of the Corporation shall henceforth be read as amended by this By-law No. 1B, pending confirmation by the shareholders of the Corporation at the next meeting of shareholders, in accordance with Section 102(2) of the Act. All terms contained in this By-law No. 1B which are defined in By-law No. 1, as amended from time to time, of the by-laws of the Corporation shall, for all purposes hereof, have the meanings given to such terms in the said By-law No.1, unless expressly stated otherwise or the context otherwise requires.

CAN: 34501398.3

EXHIBIT II

AUDIT COMMITTEE CHARTER

==> picture [204 x 38] intentionally omitted <==

STORAGEVAULT CANADA INC. (the “Corporation”)

CHARTER OF THE AUDIT COMMITTEE

This Charter of the Audit Committee (the " Charter ") was adopted by the board of directors of the Corporation on January 1, 2021 and replaces the previous Audit Committee Charter of the Corporation.

1. Purpose

The Audit Committee (the " Committee ") is a committee of the Board of Directors (the " Board ") of the Corporation. The Committee assists the Board in fulfilling its oversight responsibilities by overseeing the Corporation's financial controls and reporting and monitoring whether the Corporation complies with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management, including evaluating and making recommendations to the Board as appropriate with respect to:

financial reporting;
the external auditors, including performance, qualifications, independence, and their audit of the Corporation's financial statements;
the performance of the Corporation's internal audit function;
internal controls and disclosure controls;
financial risk management;
the Corporation's Code of Business Conduct (the " Code "); and
related-party transactions.

The Audit Committee will also have authority to review and, in its discretion, approve certain matters, in accordance with and within the limitations prescribed by this Charter.

The Audit Committee's primary function is to assist the Board in fulfilling its responsibilities. It is, however, the Corporation's management which is responsible for preparing the Corporation's financial statements and it is the Corporation's external auditors who are responsible for auditing those financial statements.

2. Composition and Member Qualification

The Committee should be comprised of a minimum of three directors of the Corporation.

All members of the Committee must (except to the extent permitted by NI 52-110 – Audit Committees , as it may be amended or replaced from time to time (" NI 52-110 ")) be independent (as defined by NI 52110), and free from any relationship that, in the view of the Board, could be reasonably expected to interfere with the exercise of his or her independent judgment as a member of the Committee.

All members of the Committee must be financially literate (which is defined as 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 Corporation's financial statements).

The members of the Committee and the chair of the Committee (the " Chair ") are appointed by the Board on an annual basis (or until their successors are duly appointed), and shall hold office until the next annual meeting. Any member of the Committee may be removed or replaced at any time by the Board and will cease to be a member of the Committee on ceasing to be a director of the Corporation. The Board may fill vacancies on the Committee by election from among the Board. If and whenever a vacancy will exist on the Committee, the remaining members may exercise all powers of the Committee so long as a quorum remains.

3. Limitations on Committee's Duties

In contributing to the Committee's discharge of its duties under this Charter, each member of the Committee will be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended or may be construed as imposing on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which any member of the Board may be otherwise subject.

Members of the Committee are entitled to rely, absent actual knowledge to the contrary, on (i) the integrity of the persons and organizations from whom they receive information, (ii) the accuracy and completeness of the information provided, (iii) representations made by management of the Corporation (" Management ") as to the non-audit services provided to the Corporation by the external auditor, (iv) financial statements of the Corporation represented to them by a member of Management or in a written report of the external auditors to present fairly the financial position of the Corporation in accordance with applicable generally accepted accounting principles, and (v) any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

4. Meetings

The Committee shall meet regularly, but not less frequently than quarterly, and more frequently if circumstances require. A quorum for the transaction of business at any meeting of the Committee will be the presence in person or via tele- or video-conference of a majority of the members of the Committee or such greater number as the Committee may by resolution determine. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall stand adjourned to the same hour on the second business day following the date of such meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for such adjourned meeting, the quorum for the adjourned meeting will consist of the members then present.

The Committee will keep minutes of each meeting of the Committee. A copy of the minutes will be provided to each member of the Committee.

Meetings of the Committee will be held from time to time and at such place as any member of the Committee will determine upon two days' prior notice to each of the other Committee members. The members of the Committee may waive the requirement for notice. A notice of a meeting of the Committee may be given verbally, in writing or by telephone, fax or other means of communication, and

need not specify the purpose of the meeting. The Committee shall notify the external auditor of every meeting of the Committee. In addition, any member of the Committee, the Chair of the Board, and each of the Chief Executive Officer, the Chief Financial Officer and the external auditor will be entitled to request that the Chair call a meeting.

The Committee may ask members of Management and employees of the Corporation (including, for greater certainty, its affiliates and subsidiaries) or others (including the external auditor) to attend meetings and provide such information as the Committee requests. Members of the Committee will have full access to information of the Corporation (including, for greater certainty, its affiliates, subsidiaries and their respective operations) and will be permitted to discuss such information and any other matters relating to the results of operations and financial position of the Corporation with Management, employees, the external auditor and others as they consider appropriate.

The Committee or its Chair should meet at least once per year with Management and the external auditor in separate sessions to discuss any matters that the Committee or either of these groups desires to discuss privately. In addition, the Committee or its Chair should meet with Management quarterly in connection with the Corporation's interim financial statements.

The Committee shall meet in camera , without management, at each meeting of the Committee, and otherwise as considered appropriate by the members of the Committee. Any member of the Committee may move the Committee in camera at any time during the course of a meeting, and a record of any decisions made in camera shall be maintained by the Chair of the Committee.

The Committee will determine any desired agenda items.

5. Committee Activities

As part of its function in assisting the Board in fulfilling its oversight responsibilities (and without limiting the generality of the Committee's role), the Committee will have the power and authority to:

A. Financial Disclosure

a) Review and recommend for Board approval the Corporation's interim financial statements, including any certification, report, opinion or review rendered by the external auditor and the related management's discussion & analysis and press release.
b) Review and recommend for Board approval the Corporation's annual financial statements, including any certification, report, opinion or review rendered by the external auditor, the annual information form and the related management's discussion & analysis and press release.
c) Review the financial reports and related information included in prospectuses, MD&A, information circular-proxy statements and annual information forms and all public disclosure containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results) before release and prior to Board approval.
d) Satisfy itself that adequate procedures have been put in place by Management for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements and the related management's discussion & analysis and periodically assess the adequacy of those procedures.
e) Before the release of financial statements and related disclosures to the public, obtain confirmation from the Chief Executive Officer and Chief Financial Officer as to the matters addressed in the certifications required by the securities regulatory authorities.
f) Review any litigation, claim or other contingency and any regulatory or accounting initiatives that could have a material effect upon the financial position or operating results of the Corporation and the appropriateness of the disclosure thereof in the documents reviewed by the Committee.
g) Receive periodically Management reports assessing the adequacy and effectiveness of the Corporation's disclosure controls and procedures.

B. Internal Control

a) Review Management's process to identify and manage the significant risks associated with the activities of the Corporation.
b) Review the effectiveness of the internal control systems for verifying the accuracy of financial records and monitoring compliance with financial disclosure matters, financial risk management, laws and regulations.
c) Have the authority to communicate directly with the internal auditor (if any).
d) Receive periodical Management reports assessing the adequacy and effectiveness of the Corporation's internal control systems, including with respect to the integrity and quality of the Corporation's financial statements and other financial information.
e) Assess the overall effectiveness of the internal control and risk management frameworks through discussions with Management, the internal auditor (if any) and the external auditors and assess whether recommendations made by the internal auditor (if any) or the external auditors have been implemented by Management.
f) In consultation with the Corporate Governance and Nominating Committee, oversee management's disclosure controls and procedures regarding the Corporation's financial information to confirm that the Corporation's financial information that is required to be disclosed under applicable law or stock exchange rules is disclosed.
g) Review any special audit steps adopted in light of material control deficiencies.

C. Relationship with the External Auditor

a) Recommend to the Board the selection of the external auditor and the fees and other compensation to be paid to the external auditor.
b) Have the authority to communicate directly with the external auditor and the Chief Financial Officer of the Corporation and arrange for the external auditor to be available to the Committee and the Board as needed.
c) Oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting,
d) Require, in accordance with applicable law, that the external auditors report directly to the Committee and not to Management.
e) Monitor the relationship between Management and the external auditor, including reviewing any Management letters or other reports of the external auditor, discussing any material differences of opinion between Management and the external auditor, any audit problems or difficulties

experienced by the external auditor in performing the audit, and resolving disagreements between the external auditor and Management.

f) Review and discuss with the external auditor all critical accounting policies and practices to be used in the Corporation's financial statements, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the external auditor.
g) Review any major issues regarding accounting principles and financial statement presentation with the external auditor and management, including any significant changes in the Corporation's selection or application of accounting principles and any significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements.
h) If considered appropriate, establish separate systems of reporting to the Committee by each of Management and the external auditor.
i) Review and discuss on an annual basis with the external auditor all significant relationships they have with the Corporation, Management, the external asset manager or employees that might interfere with the independence of the external auditor.
j) Pre-approve all non-audit services (or delegate such pre-approval, as the Committee may determine and as permitted by applicable securities laws) to be provided by the external auditor.
k) Review the performance of the external auditor and recommend any discharge of the external auditor when the Committee determines that circumstances warrant.
l) Periodically consult with the external auditor without Management present about (i) any significant risks or exposures facing the Corporation, (ii) internal controls and other steps that Management has taken to control such risks, and (iii) the completeness and accuracy of the financial statements of the Corporation, including the adequacy of internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper.
m) Review and approve any proposed hiring of current or former partners or employees of the current (and any former) external auditor of the Corporation.
n) Consider any matter required to be communicated to the Audit Committee by the external auditors under applicable generally accepted auditing standards, applicable law and listing standards, including the auditor's report to the Audit Committee (and management's response thereto).

D. Audit Process

a) Review the scope, plan and results of the external auditor's audit and reviews, including the auditor's engagement letter, the post-audit management letter, if any, and the form of the audit report. The Committee may authorize the external auditor to perform supplemental reviews, audits or other work as deemed desirable.
b) Following completion of the annual audit and quarterly reviews, review separately with each of Management and the external auditor any significant changes to planned procedures, any difficulties encountered during the course of the audit and, if applicable, reviews, including any restrictions on the scope of work or access to required information and the cooperation that the external auditor received during the course of the audit and, if applicable, review.
c) Review any significant disagreements among Management and the external auditor in connection with the preparation of the financial statements.
d) Where there are significant unsettled issues between Management and the external auditor that do not affect the audited financial statements, the Committee will seek to ensure that there is an agreed course of action leading to the resolution of such matters.
e) Review with the external auditor and Management significant findings and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented.
f) Review the system in place to seek to ensure that the financial statements, management's discussion & analysis and other financial information disseminated to regulatory authorities and the public satisfy applicable requirements.

E. Financial Reporting Processes

a) Review the integrity of the Corporation's financial reporting processes, both internal and external, in consultation with the external auditor.
b) Periodically consider the need for an internal audit function, if not present.
c) Review all material balance sheet issues, material contingent obligations and material related party transactions.
d) Review with Management and the external auditor the Corporation's accounting policies and any changes that are proposed to be made thereto, including all critical accounting policies and practices used, any alternative treatments of financial information that have been discussed with Management, the ramification of their use and the external auditor's preferred treatment and any other material communications with Management with respect thereto. Review the disclosure and impact of contingencies and the reasonableness of the provisions, reserves, estimates and special issues (e.g., major transactions, changes in the selection or application of accounting policies, off-balance sheet items, effect of regulatory and financial initiatives) that may have a material impact on financial reporting.
e) Review and approve, if appropriate, major changes to the Corporation's accounting principles and practices as suggested by management with the concurrence of the external auditors.

6. General

a) Inform the Board of matters that may significantly impact on the financial condition or affairs of the business.
b) Respond to requests by the Board with respect to the functions and activities that the Board requests the Committee to perform.
c) Periodically review this Charter and, if the Committee deems appropriate, recommend to the Board changes to this Charter.
d) Review the public disclosure regarding the Committee required from time to time by NI 52-110.
e) Review in advance, and approve, the hiring and appointment of the Corporation's Chief Financial Officer.
f) Establish and oversee the effectiveness of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing under the Corporation's whistleblower policy.
g) Perform any other activities as the Committee or the Board deems necessary or appropriate.

7. Responsibilities of Committee Chair

The primary responsibility of the Chair of the Audit Committee is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling this Charter and any other matters delegated to it by the Board. To that end, the Committee Chair's duties and responsibilities shall include:

a) Working with the Chair of the Board and the Chief Executive Officer to establish the frequency of Committee meetings and the agendas for such meetings.
b) Providing leadership to the Committee and presiding over Committee meetings.
c) Facilitating the flow of information to and from the Committee and fostering an environment in which the Committee members may ask questions and express their viewpoints.
d) Reporting to the Board with respect to the significant activities of the Committee and any recommendations made by the Committee.
e) Taking such other steps as are reasonably required to ensure that the Committee carries out this Charter.

8. Other Organizational Matters

The members and the Chair of the Committee shall be entitled to receive remuneration for acting in such capacity as the Board may from time to time determine.

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to:

f) with the prior approval of the Chair of the Board, engage, select, retain, terminate, set and approve the fees and other compensation and other retention terms of special or independent counsel, accountants or other advisors, as it deems appropriate;
g) subject to the prior approval of the Chair of the Board, obtain appropriate funding to pay, or approve the payment of, such approved fees at the expense of the Corporation; and
h) communicate directly with the internal and external auditors.

The Committee shall have full access to books, records, facilities, and personnel of the Corporation, as it deems necessary to carry out its duties.

The Committee's performance shall be evaluated annually, in accordance with a process developed by the Corporate Governance and Nominating Committee and approved by the Board, and results of that evaluation shall be reported to the Corporate Governance and Nominating Committee and to the Board.

AI assistant

StorageVault Canada Inc. — Proxy Solicitation & Information Statement 2021

46146_rns_2021-04-26_8d883e6f-4291-4f4d-ac1f-30af1853e8a8.pdf

STORAGEVAULT CANADA INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, MAY 26, 2021

NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

TO BE HELD AT:

STORAGEVAULT CANADA INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

signed “Steven Scott” Steven Scott Chief Executive Officer and Director

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY PRIOR TO THE MEETING RATHER THAN ATTENDING THE MEETING IN PERSON.

STORAGEVAULT CANADA INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES

COVID 19 NOTICE

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE BY PROXY PRIOR TO THE MEETING RATHER THAN ATTENDING THE MEETING IN PERSON.

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING OF PROXIES

QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Notes:

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Share-based and Option-based Awards

Governance, Nominating and Compensation Committee

Summary Compensation Table

Notes:

Narrative Discussion

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards - Value Vested or Earned During the Year

Note:

Narrative Discussion

Pension Plan Benefits

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

Director Compensation Table

Notes:

Narrative Discussion

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards - Value Vested or Earned During the Year

Notes:

Narrative Discussion

Other Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE

Charter of the Audit Committee

Audit Committee Composition

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board of Directors Committees

Assessments

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Report and Financial Statements

2. Fix Number of Directors to be Elected at the Meeting

3. Election of Directors

Cease Trade Orders

Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. Appointment of Auditor

5. Re-Approval of Stock Option Plan

StorageVault Canada Inc. Proxy Solicitation & Information Statement 2021