SYNTHOLENE ENERGY CORP.

Notice of Meeting
and Management Information Circular
for the Annual General and Special Meeting of Shareholders
to be held on
June 11, 2026

Dated as of May 8, 2026

These materials are important and require your immediate attention. They require shareholders of Syntholene Energy Corp. to make important decisions. If you have questions or require assistance with voting your shares, please contact your professional advisors.

SYNTHOLENE ENERGY CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the shareholders of Syntholene Energy Corp. (the “Company”) will be held at Suite 1723 - 595 Burrard Street, Vancouver, BC, Canada, V7X 1J1 on Thursday, June 11, 2026, at 1:00 p.m. (Vancouver time), for the following purposes:

(1) to receive the audited consolidated financial statements of the Company for the financial years ended December 31, 2025 and 2024, together with the report of the auditor thereon and the notes thereto;

(2) to fix the number of directors of the Company for the ensuing year at six (6);

(3) to elect directors of the Company for the ensuing year;

(4) to appoint the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditor;

(5) to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving and ratifying the Company's omnibus equity incentive plan and all unallocated options, rights and entitlements thereunder;

(6) to consider, and if deemed advisable, to pass, an ordinary resolution of disinterested shareholders, approving, ratifying and confirming the issuance of certain stock options, performance share units and restricted share units issued by the Company pursuant to the omnibus equity incentive plan prior to its approval by shareholders at the Meeting; and

(7) to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof. put before the Meeting.

Particulars of the foregoing matters are set forth in the accompanying management information circular. The directors of the Company have fixed the close of business on May 7, 2026, as the record date for the determination of the shareholders of the Company entitled to receive notice of and vote at the Meeting.

DATED at Vancouver, British Columbia this 8th day of May 2026.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Dan Sutton”
Dan Sutton
Chair and Chief Executive Officer

Registered shareholders who will not attend the Meeting in person are requested to complete and sign the accompanying form of proxy and return it by mail, hand delivery or fax in accordance with the instructions set out in the accompanying form of proxy. Proxies will not be valid unless a completed, dated and signed form of proxy is received by the Company's transfer agent, Odyssey Trust Company, by email to [email protected], by mail or personal delivery to Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8, or by internet and follow the online voting instructions given to you, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or, at the discretion of the Chair, is delivered to the Chair of the Meeting prior to commencement of the Meeting or any adjournment thereof. To vote your proxy online please visit: https://login.odysseytrust.com/pxlogin and click on VOTE. You will require the control number printed provided on your proxy form. Non-registered shareholders (beneficial holders) are requested to contact their broker, bank or other intermediary for instructions on how to vote at the Meeting.

MANAGEMENT INFORMATION CIRCULAR ... 1
GENERAL PROXY INFORMATION ... 1
PARTICULARS OF MATTERS TO BE ACTED UPON ... 5
STATEMENT OF EXECUTIVE COMPENSATION ... 12
STATEMENT OF CORPORATE GOVERNANCE PRACTICES ... 26
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 30
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 30
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS ... 30
ADDITIONAL INFORMATION ... 30
CERTIFICATION OF BOARD APPROVAL ... 31
APPENDIX A ... A-1
APPENDIX B ... B-1

MANAGEMENT INFORMATION CIRCULAR

May 8, 2026

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (“Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Syntholene Energy Corp. (the “Company”) for use at the annual general and special meeting of the holders (“Shareholders”) of common shares (“Common Shares”) of the Company (the “Meeting”) to be held at Suite 1723 - 595 Burrard Street, Vancouver, British Columbia at on Thursday, June 11, 2026 and at all adjournments thereof, at the time and place and for the purposes set forth in the notice of the Meeting (the “Notice of Meeting”).

The solicitation of proxies will be made primarily by mail and may be supplemented by telephone or other personal contact by the directors, officers and employees of the Company. The costs of such solicitation will be borne by the Company and directors, officers and employees of the Company will not receive any extra compensation for such activities.

No person is authorized to give any information or to make any representation other than those contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date thereof.

This Information Circular is being sent to both registered and non-registered owners of Common Shares. If you are a non-registered owner, and the Company or its agent has sent this Information Circular directly to you, your name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Registered Shareholders

Registered shareholders (“Registered Shareholders”) or persons they appoint as their proxyholders who are eligible to vote at the Meeting can vote their Common Shares either in person at the Meeting or by proxy.

In order to vote Common Shares by proxy, Registered Shareholders must complete, date and sign the enclosed form of proxy and return it by email to [email protected], by mail or personal delivery to Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8 in accordance with the instructions set out in the form of proxy. Registered Shareholders are also entitled to vote their Common Shares through the internet at https://login.odysseytrust.com/pxlogin. For internet voting you will require the control number printed found on your proxy.

Proxies will not be valid unless a completed, dated and signed form of proxy is received by the Company's transfer agent, Odyssey Trust Company, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or, at the discretion of the Chair, is delivered to the Chair of the Meeting prior to commencement of the Meeting or any adjournment thereof. Non-Registered Shareholders (as defined herein) are requested to contact their broker, bank or other intermediary for instruction on how to vote at the Meeting.

Non-Registered Shareholders

Only Registered Shareholders of the Company, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a "Non-Registered Shareholder") are registered either:

(a) in the name of a bank, trust company, securities dealer or broker, trustee or administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans (each, an "Intermediary"); or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and The Depository Trust Company, in the United States) of which the Intermediary is a participant.

Non-Registered Shareholders fall into two categories: (i) those who object to their identity being made known to the issuers of securities which they own ("OBOs" or "Objecting Beneficial Owners"); and (ii) those who do not object to their identity being made known to the issuers of the securities they own ("NOBOs" or "Non-Objecting Beneficial Owners").

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Company has delivered copies of the Notice of Meeting, this Information Circular, and other proxy-related materials (collectively, the "Meeting Materials") to the Intermediaries and clearing agencies for onward distribution to NOBOs and OBOs. Intermediaries are required to forward the Meeting Materials to NOBOs and OBOs unless any such shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. The Company intends to pay for the Intermediaries to deliver the Meeting materials to NOBOs. The Company does not intend to pay for Intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and that in the case of an OBO, the OBO will not receive the materials unless the OBO's Intermediary assumes the cost of delivery.

Generally, Non-Registered Shareholders who have not waived the right to receive proxy-related materials will be given a voting instruction form (a "VIF") which must be completed and signed by the Non-Registered Shareholder in accordance with the directions in the VIF. Non-Registered Shareholders should follow the instructions of their Intermediary carefully to ensure that their Common Shares are voted at the Meeting. Alternatively, Non-Registered Shareholders may also be required to complete and return a form of proxy supplied to them by their Intermediary. Such form of proxy may

be similar to the Proxy provided to Registered Shareholders by the Company, however, its purpose is limited to instructing the Intermediary on how to vote your Common Shares on your behalf.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered.

Most Intermediaries delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company's Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Non-Registered Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting and the appointment of any shareholder's representative.

Appointment and Revocation of Proxies

The persons named in the form of proxy accompanying this Information Circular (the "Management Designees") are directors and/or officers of the Company. A Registered Shareholder of the Company has the right to appoint a person or company (who need not be a shareholder), other than the persons whose names appear in such form of proxy, to attend and act for and on behalf of such shareholder at the Meeting and at any adjournment thereof. Such right may be exercised by either inserting the name of the person or company to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to Odyssey Trust Company or the Chair of the Meeting in accordance with the instructions set forth herein.

A Registered Shareholder who has given a proxy may revoke the proxy by: (a) depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by their legal personal representative or, if the Registered Shareholder is a corporation, by an officer or attorney thereof properly authorized, either: (i) at the head and registered office of the Company, 1133 Melville St Suite 2700, Vancouver, BC V6E 4E5, at any time up to an and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or (ii) with the Chair of the Meeting on the day of the Meeting, or if adjourned, any reconvening thereof;

or (b) in any other manner permitted by law including attending the Meeting in person. A revocation of a proxy does not affect any matter on which a vote has been taken prior to such revocation.

Non-Registered Shareholders must contact the Intermediary through which the Non-Registered Shareholder's Common Shares are held and following the instructions of such Intermediary with respect to the revocation of their proxies or voting instructions.

Exercise of Discretion by Proxies

The Common Shares represented by properly completed proxy will be voted or withheld from voting on any ballot that may be conducted at the Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder thereon. In the absence of instructions, such Common Shares will be voted "FOR" or "IN FAVOUR" of (as applicable) the matters referred to herein.

The enclosed form of proxy, when properly completed, signed and returned in accordance with the instructions set out herein and not revoked, confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters identified herein and on other matters, if any, which may properly be brought before the Meeting or any adjournment thereof. At the date hereof, management of the Company knows of no such amendments or variations or other matters to be brought before the Meeting. However, if any other matters which are not now known to management of the Company should properly be brought before the Meeting, or any adjournment thereof, it is the intention of the Management Designees, if named as proxyholder, to vote the Common Shares represented by such proxy in accordance with their best judgment on such matters.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The directors of the Company have fixed May 7, 2026, as the record date for determining the shareholders of the Company entitled to receive notice of and to vote at the Meeting, including any adjournment thereof (the "Record Date").

As at the date of this Information Circular, the Company had 77,690,430 Common Shares issued and outstanding, each carrying the right to one vote. The Company has no other classes of voting shares.

To the knowledge of the directors and executive officers of the Company, as at the date of this Information Circular, other than the persons listed in the table below, no person directly or indirectly beneficially owns or exercises control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares.

Name and Position	Number of Common Shares Beneficially Owned, Controlled or Directed^{(1)}	Percentage of Class (%)^{(2)}
Dan Sutton, Director and Chief Executive Officer	14,236,755	18.3%
Alexander Canon Bryan, Director and Chief Development Officer	14,254,755	18.4%

Name and Position	Number of Common Shares Beneficially Owned, Controlled or Directed^{(1)}	Percentage of Class (%)^{(2)}
John Kutsch, Director, Chief Engineer	19,425,778	25%

(1) The information as to the number of Common Shares beneficially owned, controlled or directed, has been furnished by each individual.
(2) Based on 77,690,430 Shares issued and outstanding as of the date of this Information Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

At the Meeting, the audited consolidated financial statements of the Company for the years ended December 31, 2025, and 2024, together with the report of the auditor thereto and the notes thereon, will be placed before the Shareholders at the Meeting.

Fixing the Numbers of Directors

The Company's board of directors presently consists of five (5) directors. At the Meeting, Shareholders will be asked to set the number of directors at six (6) for the ensuring year, subject to any increases as may be permitted by the articles of the Company (the "Articles") and the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"). At the Meeting, the shareholders of the Company will be asked to consider and, if deemed advisable, to pass, an ordinary resolution setting the number of directors for the ensuing year at six (6).

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RESOLUTION TO SET THE NUMBER OF DIRECTORS OF THE COMPANY FOR THE ENSUING YEAR AT SIX (6). UNLESS OTHERWISE INSTRUCTED, THE MANAGEMENT DESIGNES, IF NAMED AS PROXYHOLDER, INTEND TO VOTE “FOR” THE ORDINARY RESOLUTION SETTING THE NUMBER OF DIRECTORS AT SIX (6).

Election of Directors

The term of office for all the current directors will expire on the date of the Meeting. At the Meeting, the persons names below (the "Director Nominees") will be presented for election at the Meeting as management's nominees. Each director elected will hold office until the close of the first annual meeting of the shareholders of the Company following their election or until their successor is elected or appointed, unless their office is earlier vacated in accordance with the Articles or with the provisions of the BCBCA. Management of the Company does not contemplate that any of the Director Nominees will be unable to serve as a director. In the event that prior to the Meeting any of the listed Director Nominees withdraws or for any reason will not stand for election at the Meeting, it is intended that discretionary authority shall be exercised by the Management Designees (if named as proxyholder) to vote the Common Shares represented by the Proxy for the election of any other person or persons nominated by the Company to stand for election as directors, unless the Shareholder has specified in their Proxy that the Shareholder's Common Shares are to be withheld from voting on the election of directors.

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “IN FAVOUR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE MANAGEMENT DESIGNES, IF NAMED AS PROXYHOLDER, INTEND TO VOTE THE COMMON SHARES REPRESENTED BY SUCH PROXY “IN FAVOUR” OF THE ELECTION OF EACH DIRECTOR NOMINEE.

Name, Province or State and Country of Residence	Position, with the Company	Director of the Company Since	Principal Occupation during the past five years	Number of Common Shares beneficially owned, controlled or directed (1)
Alexander Canon Bryan
British Columbia, Canada	Director, Chief Development Officer	December 15, 2025	Mr. Bryan co-founded and was on the board of directors of Syntholene pre-RTO with GK Resources. Mr. Bryan also co-founded Terrestrial Energy (NASDAQ: IMSR) in 2012 and was Chief Financial Officer until 2025.	14,254,755
Anna Pagliaro(2)
British Columbia, Canada	Director	December 15, 2025	Ms. Pagliaro is currently the Director of Commercial & Risk at Vizsla Silver Corp. She previously served as Senior Manager of Commercial Operations at Ausenco Engineering. Earlier in her career, she was Legal Advisor to Ausenco's North American mining group. She began her career in the junior mining space, holding legal and corporate roles with Integra Gold Corp. and NexGen Energy Ltd.	22,222
John Kutsch
British Columbia, Canada	Director, Chief Engineer	December 15, 2025	Mr. Kutsch was the Chief Engineer for Syntholene pre-RTO with GK Resources and is Owner, Managing Director of Whole World LLC, an engineering consultancy. Prior to that, Mr. Kutsch was the Executive Director and principal founding member for Thorium Energy Alliance, a charitable organization that advocates for advanced nuclear technologies.	19,425,778
Steve Oldham(2)
British Columbia, Canada	Director	December 15, 2025	Mr. Oldham was Chief Executive Officer of BC based Carbon Engineering Ltd. from 2018 to 2022, taking the company from a small-scale R&D focused company into a	Nil

Name, Province or State and Country of Residence	Position, with the Company	Director of the Company Since	Principal Occupation during the past five years	Number of Common Shares beneficially owned, controlled or directed (1)
			world leader in carbon removal. Mr. Oldham currently serves as Chief Executive Officer for Captura - a startup developing technology for carbon removal via the ocean.
Dan Sutton (2) British Columbia, Canada	Director, Chief Executive Officer	December 15, 2025	Mr. Sutton is the co-founder, Chief Executive Officer and director of Target. Prior to that, Mr. Sutton served as the founder of Tantalus Labs with 14 years as CEO in the design, construction, and, operation of 120,000 sq foot Sunlab facility. He scaled to $50 million all time revenue	14,236,755
Jens Thordarson Iceland	Advisor	N/A	Mr. Thordarson has served as the Chief Executive Officers of GeoSalmo since 2022. Prior thereto he served as Chief Operating Officer of Icelandair.	890,100

(1) The information has been provided by each Director Nominee.
(2) A current member of the Audit Committee.

To the knowledge of the Company, no Director Nominee is, or within the ten years prior to the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company (including the Company) that while that person was acting in that capacity:

(a) was subject to a cease trade order or similar order or an order denying the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days;
(b) was subject to an order 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 the proposed director was acting in the capacity as director, chief executive officer, or chief financial officer; or
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of the Company, no Director Nominee has, within the ten years prior to the date of this 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 the Director Nominee.

To the knowledge of the Company, no Director Nominee has, within the ten years prior to the date of this Information Circular, 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 a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditor

Effective December 9, 2025, WDM Chartered Professional Accountants ("WDM") was appointed as auditors of the Company. At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to appoint WDM as the auditor of the Company until the next annual meeting of shareholders and to authorize the directors of the Company to set the remuneration to be paid to the auditor.

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE RESOLUTION APPOINTING WDM CHARTERED PROFESSIONAL ACCOUNTANTS AS AUDITOR OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO SET THE REMUNERATION TO BE PAID TO THE AUDITOR. UNLESS OTHERWISE INSTRUCTED, THE MANAGEMENT DESIGNES, IF NAMED AS PROXYHOLDER, INTEND TO VOTE THE COMMON SHARES REPRESENTED BY SUCH PROXY “IN FAVOUR” OF THE RESOLUTION APPOINTING WDM CHARTERED PROFESSIONAL ACCOUNTANTS AS AUDITOR OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO SET THE REMUNERATION TO BE PAID TO THE AUDITOR.

Approval of Omnibus Equity Incentive Plan

In connection with the Company's acquisition of Syntholene Energy Corp., a private Delaware corporation, on December 9, 2025, which resulted in the reverse takeover of the Company, the Company adopted an omnibus equity incentive plan (the "Omnibus Plan"). The Omnibus Plan related and superseded the Company's legacy stock option plan which was originally adopted by the Company on September 7, 2011 (the "Legacy Plan"). The Omnibus Plan was implemented to provide the Company with the flexibility to grant different forms of equity-based compensation to its directors, officers, employees and consultants, including the grant of options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs", and together with Options, RSUs, and PSUs, "Awards").

The Omnibus Plan is a "rolling up to 10% and fixed up to 10%" Security Based Compensation Plan, as defined in Policy 4.4 – Security Based Compensation of the TSX Venture Exchange (the "TSXV"). Specifically, the Omnibus Plan is a: (a) "rolling" plan pursuant to which the number of Common Shares that are issuable pursuant to the exercise of Options granted, and under the Omnibus Plan, shall not exceed 10% of the issued and outstanding Common Shares as at the date of any Option grant, and (b) "fixed" plan under which the number of Common Shares that are issuable pursuant to all Awards, not including Options granted, is a maximum of 10% of the issued and outstanding Common Shares as at the effective date, which is 68,949,286 issued shares, therefore an aggregate of up to 6,894,928 DSUs, RSUs and PSUs may be issued under the 10% fixed plan. The Omnibus Plan provides that only a director, officer, employee, management company employee or consultant of the Company or of any of its subsidiaries is eligible to participate in the Omnibus Plan and that each grant of Awards shall be evidenced by an award agreement. For a full summary of the Omnibus Plan, see "Equity Compensation Plan Information" below. In addition, the full text of the Omnibus Plan is attached hereto as Appendix B.

As at the Record Date, a total of 6,755,700 Options, 1,500,000 PSUs and 5,025,000 RSUs were issued under the Plan and no other Awards were outstanding.

Pursuant to the requirements of the TSX Venture Exchange (the "TSXV"), the Company is required to obtain shareholder approval of the Omnibus Plan. If shareholder approval of the Omnibus Plan is not obtained at the Meeting, no new grants of Awards will be made pursuant to the Omnibus Plan and currently outstanding Awards that are subsequently cancelled, terminated or expire will not be available to be re-granted by the Company until Shareholder approval is obtained. As a result, at the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving, confirming and ratifying the Omnibus Plan as follows:

"NOW THEREFORE BE IT RESOLVED THAT:

the Company's omnibus equity incentive plan (the "Omnibus Plan"), as further described in the Company's management information circular dated May 8, 2026, is hereby approved, ratified and confirmed;
all unallocated entitlements under the Omnibus Plan and the grant of Awards thereunder are hereby authorized and approved;
the number of Common Shares reserved for issuance under the Omnibus Plan shall be with respect to the grant of Options no more than 10% of the issued and outstanding Common Shares at the time of any grant of such Options and with respect to the grant of RSUs, PSUs and DSUs no more than an aggregate of 6,894,928 Common Shares, which Common Shares may be conditionally allotted in connection with the awarding and granting of Options, RSUs, PSUs and DSUs pursuant to the terms and conditions set out in the Omnibus Plan;
the Common Shares which can be reserved under the Omnibus Plan may be allotted and issued at a price or prices fixed by the Board in accordance with the policies of the TSX Venture Exchange ("TSXV"), and when such Common Shares are so allotted and issued, they will be fully-paid and non-assessable Common Shares in the capital of the Company at a price or prices so fixed;

the Board be authorized to make any changes to the Omnibus Plan as may be required or permitted by the TSXV; and
any director or officer of the Company is authorized, for and on behalf of the Company, to take all actions and execute, deliver file any and all documents or other instruments and do all such acts or things, including the making of all necessary filings with applicable regulatory bodies and stock exchanges, as such director or officer may determine to be necessary or appropriate to give effect to this resolution."

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE OMNIBUS PLAN RESOLUTION. UNLESS OTHERWISE INSTRUCTED, THE MANAGEMENT DESIGNES, IF NAMED AS PROXYHOLDER, INTEND TO VOTE THE COMMON SHARES REPRESENTED BY SUCH PROXY “FOR” THE OMNIBUS PLAN RESOLUTION.

Approval of Prior Awards Under the Omnibus Plan

As noted above, on December 9, 2025, the Company adopted the Omnibus Plan. In connection with, and subsequent to, such adoption the Company has made the following grants of Awards under the Omnibus Plan (conditional on future ratification by Shareholders), representing in the aggregate 6,755,700 Options, 1,500,000 PSUs and 5,025,000 RSUs (collectively, the "Post-Adoption Grants").

	Grant Date	Number of Awards	Vesting	Exercise Price	Expiry Date
Directors and Officers
Dan Sutton	December 9, 2025	933,500 Options	Immediate	$0.375	December 9,2028
	December 9, 2025	375,000 PSUs	Milestone(1)	N/A	N/A
Alexander	December 9, 2025	543,400 Options	Immediate	$0.375	December 9,2028
Canon Bryan	December 9, 2025	125,000 PSUs	Milestone(1)	N/A	N/A
John Kutsch	December 9, 2025	543,400 Options	Immediate	$0.375	December 9,2028
	December 9, 2025	100,000 RSUs	Semi-Annually(2)	N/A	N/A
Steve Oldham	December 9, 2025	50,000 Options	Immediate	$0.375	December 9,2028
Grant Tanaka	December 9, 2025	300,000 RSUs	Semi-Annually(2)	N/A	N/A
Anna Pagliaro	December 9, 2025	100,000 RSUs	Semi-Annually(2)	N/A	N/A
Other Participants
Jens	December 9, 2025	280,200 Options	Immediate	$0.375	December 9,2028
Thordarson	December 9, 2025	1,000,000 RSUs	Instalments(3)	N/A	N/A
Consultants	December 9, 2025	3,845,200 Options	Immediate	$0.375	December 9,2028
	December 9, 2025	1,000,000 PSUs	Milestone	N/A	N/A
	December 9, 2025	3,525,000 RSUs	Instalments(3)	N/A	N/A

Notes:
(1) Vesting occurs on the later of one year from the date of grant and the achievement of performance based milestone set out in the grant agreement.

(2) 10% vested on December 10, 2025, 15% of which will vest on June 10, 2026, 15% of which will vest on December 10, 2026, 15% of which will vest on June 10, 2027, 15% of which will vest on December 10, 2027, 15% of which will vest on June 10, 2028 and the remaining 15% vest on December 10, 2028.

(3) 25% will vest on December 9, 2026, 25% of which will vest on June 9, 2027, 25% of which will vest on September 9, 2027 and the remaining 25% vest on December 10, 2028.

Accordingly, at the Meeting, the Company will seek disinterested shareholder approval of the grant of the Post-Adoption Grants in accordance with Policy 4.4 – Security Based Compensation of the TSXV since the Post-Adoption Grants were issued prior to Shareholders approving the Omnibus Plan. In addition, while certain Awards issued pursuant to the Post-Adoption Grants have vesting in accordance with their terms, none of such Awards are permitted to be exercised or redeemed (as applicable) by any holder thereof unless and until disinterested shareholder approval of the Post-Adoption Grants has been obtained.

The Post-Adoption Grants were approved by the Company's board of directors as a means: to: (a) promote further alignment of interests between the recipients and Shareholders, and (b) allow such recipients to participate in the success of the Company over the short, medium and long term through the grant of the various Awards. The grant of certain Awards were also made in connection with the Company's acquisition of Syntholene Energy Corp. and the replacement of options previously issued under the Legacy Plan.

In connection with the required disinterested shareholder approval of the Post-Adoption Grants, management will place the following proposed ordinary resolution before disinterested shareholders at the Meeting for their consideration (the "Post-Adoption Grants Resolution"). To be passed, a majority of the votes cast at the Meeting in person or by proxy by disinterested shareholders, being votes cast by shareholders at the Meeting excluding recipients of the Post-Amendment Grants and any of their respective Associates and Affiliates (as such terms are defined in the TSXV Corporate Finance Manual), must be voted in favour of this resolution. As of the date of this Information Circular, such recipients and their respective Associates and Affiliates that will be excluded from voting on the Post-Amendment Grants Resolution hold an aggregate of 48,940,721 Common Shares, representing an aggregate of approximately 63% of the Company's current issued and outstanding Common Shares.

"NOW THEREFORE BE IT RESOLVED THAT:

the Post-Adoption Grants, as more particularly described in the Company's management information circular dated May 8, 2026, are hereby approved, ratified and confirmed;
any acts taken prior to the effective date of this resolution by any director or officer of the Company in connection with this resolution are hereby approved, adopted, ratified and confirmed; and
any director or officer of the Company is authorized, for and on behalf of the Company, to take all actions and execute, deliver file any and all documents or other instruments and do all such acts or things, including the making of all necessary filings with applicable regulatory bodies and stock exchanges, as such director or officer may determine to be necessary or appropriate to give effect to this resolution."

12
MANAGEMENT RECOMMENDS THAT DISINTERESTED SHAREHOLDERS OF THE COMPANY VOTE “FOR” THE POST-ADOPTION GRANTS RESOLUTION. UNLESS OTHERWISE INSTRUCTED, THE MANAGEMENT DESIGNES, IF NAMED AS PROXYHOLDER, INTEND TO VOTE THE COMMON SHARES REPRESENTED BY SUCH PROXY “FOR” THE POST-ADOPTION GRANTS RESOLUTION.

Other Business

As of the date of this Information Circular, there are no other items of business to be considered at the Meeting other than as set forth above. If other items of business are properly brought before the Meeting, the Management Designees, if named as proxyholder, intend to vote on such items in accordance with their best judgment on such matters.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Company's executive compensation philosophy, objectives, and processes and to discuss compensation decisions relating to the Company's directors and "Named Executive Officers" (as defined under applicable securities legislation) ("NEOs") during the financial year ended December 31, 2025. The Company had four NEOs during the year ended December 31, 2025, namely: Ian McDonald, the former President and Chief Executive Officer, Grant Tanaka, the Chief Financial Officer ("CFO"), Daniel Sutton, the Chief Executive Officer ("CEO"), and John Kutsch, the Chief Engineer of the Company.

Compensation Process

Following completion of the Company's acquisition of Syntholene Energy Corp., the directors of the Company (the "Board") have begun to evaluate the whether a formal compensation, governance and nominating committee should be appointed to assist the Board in fulfilling its corporate governance responsibilities and to make recommendations to the Board concerning the compensation of directors and the Company's senior officers. However, such a committee was not in place during the year ended December 31, 2025 and the Board was responsible for setting and reviewing appropriate levels of compensation for senior officers of the Company. The Board is responsible for reviewing the compensation of the senior officers of the Company to ensure that they are competitive within the industry and that the form of compensation aligns the interests of each such individual with those of the Company. For the year ended December 31, 2025, the Company did not engage an independent third-party executive compensation consultant to provide analysis and recommendations on NEO compensation.

Compensation Program

The primary goal of the Company's executive compensation program is to attract, motivate and retain top quality individuals at the executive level. The program is designed to ensure that the compensation provided to the Company's senior officers is determined with regard to the Company's business

strategy and objectives and financial resources, and with the view of aligning the financial interests of the senior officers with those of the Shareholders. The Board is focused on ensuring that the members of the senior management team successfully create significant value for the Company given their knowledge of the industry, their past execution track record and their demonstrated ability to work as part of a team in an entrepreneurial culture.

Compensation Components

Base Salary

The Company provides senior officers with base salaries that represent their minimum compensation for services rendered or expected to be rendered. NEOs' base compensation depends on the scope of their experience, responsibilities, leadership skills, performance, length of service, general industry trends and practices, competitiveness, and the Company's existing financial resources. Base salaries are reviewed periodically.

Base salary is a fixed element of compensation that is payable to each NEO for performing the specific duties of the position. The amount of base salary is determined through negotiation of employment terms with each NEO and is determined on an individual basis. While base salary is intended to fit into the Company's overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business also impacts the level of base salary. Compensation is set with informal reference to the market for similar jobs in Canada and internationally.

Long-Term Incentive Compensation

The Company uses the grant of Awards under Omnibus Plan as part of its long-term compensation strategy. The Company's long-term compensation program ensures the alignment of the NEOs with the Shareholders and other stakeholders in the value creation process.

On December 9, 2025, the Board adopted Omnibus Plan, which is designed to advance the interests of the Company by, among other things, encouraging stock ownership by certain eligible individuals, including employees, officers, and consultants of the Company. The Omnibus Plan is administered by the Board. The Omnibus Plan is an integral component of the Company's executive compensation arrangements.

The Board believes that the grant of Awards to senior officers serves to align their interests with those of the Shareholders and motivate the achievement of the Company's long-term strategic objectives, which will benefit shareholders. Awards may be awarded by the Board to directors, officers, employees and consultants of the Company. The grant of Awards under the Omnibus Plan are based on a number of factors, including the individual's level of responsibility and their contribution towards the Company's goals and objectives. In addition, Awards may be granted in recognition of the achievement of a particular goal or objective. The Board considers, among other things, prior Award grants and the overall number of Awards that are outstanding relative to the number of outstanding Common Shares in determining whether to grant any additional Awards, and the size of such grants.

A summary of the principal terms of the Omnibus Plan is more particularly described under the heading "Securities Authorized for Issuance Under Equity Compensation Plans" below.

Perquisites and Personal Benefits

The Company does not provide basic perquisites and personal benefits to its NEOs or directors.

Termination and Change of Control Benefits

For a description of the termination and change of control benefits provided by the Company to the NEOs, please see "Employment and Consulting Agreements" below.

Compensation Risk Considerations

The Board structures the components of the compensation in order to generate adequate incentives to increase shareholder value in the long term while maintaining a balance to limit excessive risk taking.

As part of measures in place to mitigate risk related to compensation structure, the Board establishes the total compensation of the NEOs based on a balanced approach between fixed and variable compensation components. The use of multiple components limits the risks associated with having the focus on one specific component and provides flexibility to compensate short to medium term goals and long-term objectives in order to maximize shareholder value.

The Board considers that the granting and vesting policies provide sufficient incentives to motivate NEOs in the long term to increase the overall value of the Company and thereby provide an adequate alignment of their interest with those of the Shareholders. The Board believes that such equity-based compensation is an appropriate way for the Company to ensure that the interests of its directors, its management team and key employees are aligned with its Shareholders and to attract and retain the best possible talent.

The Company has not adopted any retirement plan or pension plan for its directors and officers.

No risks associated with the Company's compensation policies and practices have been identified that are reasonably likely to have a material adverse effect on the Company. The Board considers the procedures currently in place to mitigate key risks relating to compensation are adequately managed and do not encourage excessive risk-taking that would be reasonably likely to have a material adverse effect on the Company. The Board will continue to monitor and review the Company's compensation practices periodically to ensure that no component of the NEOs' compensation constitutes a risk.

Director and NEO Compensation, Excluding Compensation Securities

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and director of the Company, current or former, and for any individual that earned more than $150,000 in total compensation for the financial years ended December 31, 2025, and 2024.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Ian McDonald^{(1)}
President, CEO & Director (former)	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Grant Tanaka^{(2)}
CFO	2025
2024	$48,000
$48,000	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	$48,000
$48,000
John Ward^{(3)}
Director (former)	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Dilshan Anthony^{(4)}
Director (former)	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Daniel Sutton^{(5)}
Chief Executive Officer, Director	2025
2024	$10,000
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	$10,000
N/A
John Kutsch^{(6)}
Chief Engineer, Director	2025
2024	US$5,000
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	US$5,000
N/A
Anna Pagliaro^{(7)}
Director	2025
2024	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Steve Oldham^{(8)}
Director	2025
2024	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A
Alexander Canon Bryan^{(9)}
Director, Chief Development Officer	2025
2024	US$2,500
N/A	Nil
N/A	Nil
N/A	Nil
N/A	Nil
N/A	US$2,500
N/A

(1) Ian McDonald was appointed as President, CEO and a Director on November 3, 2017. He resigned from all his positions with the Company on December 9, 2025.

(2) Grant Tanaka was appointed as CFO and a Director on May 27, 2021. He resigned as a director on December 9, 2025. During the year ended December 31, 2025, Grant Tanaka, provided services as Chief Financial Officer through 1295296 B.C. Ltd.

(3) Jon Ward was appointed as a Director on August 25, 2023. He resigned from all his positions with the Company on December 9, 2025.

(4) Dilshan Anthony was appointed as a Director on August 25, 2023. He resigned from all his positions with the Company on December 9, 2025.

(5) Daniel Sutton was appointed as CEO and a Director on December 9, 2025.

(6) John Kutsch was appointed as CTO and a Director on December 9, 2025. John Kutsch provides services as Chief Engineer through Whole World LLC.
(7) Anna Pagliaro has been a Director of the Company since November, 22, 2024.
(8) Steve Oldham was appointed as a Director on December 9, 2025.
(9) Alexander Canon Bryan was appointed as a Director on December 9, 2025. Alexander Canon Bryan provides services as Chief Development Officer through ACB Analytics Inc.

Stock Options and Other Compensation Securities

The following table of compensation securities provides a summary of all compensation securities granted or issued by the Company to each NEO and director of the Company, current and former, during the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

Name and position	Type of Compensation security	Number of Compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Ian McDonald^{(1)} Former President, CEO & Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Daniel Sutton^{(2)} Chief Executive Officer, Director	Options PSU	933,500
375,000	December 9, 2025
December 9, 2025	$0.375
N/A	$0.344
$0.344	$0.339
$0.339	December 9, 2028
N/A
Grant Tanaka^{(3)} Chief Financial Officer	RSU	300,000	December 9, 2025	N/A	$0.344	$0.339	N/A
John Kutsch^{(4)} Chief Engineer, Director	Options RSU	543,400
100,000	December 9, 2025
December 9, 2025	$0.375
N/A	$0.344
$0.344	$0.339
$0.339	December 9, 2028
N/A
Alexander Canon Bryan^{(7)} Chief Development Officer, Director	Options PSU	543,400
125,000	December 9, 2025
December 9, 2025	$0.375
N/A	$0.344
$0.344	$0.339
$0.339	December 9, 2028
N/A
Anna Pagliaro^{(5)} Director	RSU	100,000	December 9, 2025	N/A	$0.344	$0.339	N/A
Steve Oldham^{(6)} Director	Options	50,000	December 9, 2025	$0.375	$0.344	$0.339	December 9, 2028

(1) As of December 31, 2025, Ian McDonald held an aggregate of 30,000 Options all of which had vested.
(2) As of December 31, 2025, Dan Sutton held an aggregate of 933,500 Options, all of which had vested, and 375,000 PSUs
(3) As of December 31, 2025, Grant Tanaka held an aggregate of 80,000 Options, all of which had vested, and 300,000 RSUs, 30,000 of which had vested.
(4) As of December 31, 2025, John Kutsch held an aggregate of 543,400 Options, all of which had vested, and 100,000 RSUs, 10,000 of which had vested.
(5) As of December 31, 2025, Anna Pagliaro held an aggregate of 30,000 Options, all of which had vested, and 100,000 RSUs of which 10,000 had vested.
(6) As of December 31, 2025, Steve Oldham held an aggregate of 50,000 Options, all of which had vested.

(7) As of December 31, 2025, Alexander Canon Bryan held an aggregate of 543,400 Options, all of which had vested, and 125,000 PSUs.
(8) On December 9, 2025, the Company's shares were consolidated on the basis of one post-consolidation Share for every five pre-consolidation share. All figures within the table are presented on a post-consolidation basis.
(9) Each stock option allows the holder to purchase one Share (the underlying security) at the exercise price shown in the table, and accordingly, the number of compensation securities is the same as the number of underlying securities.

Exercise of Compensation Securities by Directors and Named Executive Officers

No compensation securities were exercised by any director or NEO during the financial year ended December 31, 2025.

Employment and Consulting Agreements

Daniel Sutton

The Company entered into an executive employment agreement with Daniel Sutton on December 8, 2025, regarding the employment of Mr. Sutton as Chief Executive Officer for an indefinite term. Pursuant to the executive employment agreement, Mr. Sutton is to receive a gross annual salary of $240,000 and is eligible for further remuneration in the form of annual or periodic bonuses and the granting of equity under the Omnibus Plan. Mr. Sutton is also entitled to participate in extended benefits and insurance plans. The agreement may be terminated by Mr. Sutton upon two months' written notice. In the event Mr. Sutton is terminated for cause, the Company will have no obligation to provide Mr. Sutton with any notice of termination or severance pay. The agreement may be terminated by Company without cause, in which case the Company will provide Mr. Sutton with a lump sum reflecting one year of annual salary. Mr. Sutton can terminate the agreement for good reason (which includes a material diminution of Mr. Sutton's duties or material breach of the agreement by the Company) and in such case shall receive a lump sum reflecting one year of annual salary. In the event is terminated during the change of control period by the Company without cause or by Mr. Sutton for good reason, Mr. Sutton shall receive a lump sum reflecting three years of annual salary. The agreement also contains customary non-compete and non-solicit provisions in effect for a period 12 months after employment.

Grant Tanaka

During the year ended December 31, 2025, Grant Tanaka, in his role as CFO, was governed by an executive employment agreement entered into by the Company and 1295296 B.C. Ltd., a company 100% beneficially owned by Mr. Tanaka. Pursuant to the terms of the consulting agreement, the Company agreed to pay Mr. Tanaka a consulting fee of $48,000. In connection with the Company's acquisition of Syntholene Energy Corp., the Company entered into an executive employment agreement with Mr. Tanaka dated January 27, 2026, regarding the employee of Mr. Tanaka as Chief Financial Officer. Pursuant to the executive employment agreement, Mr. Tanaka is to receive a gross annual salary of $120,000 and is eligible for further remuneration in the form of annual or periodic bonuses and the granting of equity under the Omnibus Plan. Mr. Tanaka is also entitled to participate in extended benefits and insurance plans. The agreement may be terminated by Mr. Tanaka upon two months' written notice. The agreement may be terminated by Company without cause, in which case the Company will provide Mr. Tanaka with a lump sum reflecting one year of annual salary. Mr. Tanaka can terminate the agreement for good reason (which includes a material diminution of Mr. Tanaka's duties or material breach of the agreement by the Company) and in such case shall receive a lump

sum reflecting one year of annual salary. In the event is terminated during the change of control period by the Company without cause or by Mr. Tanaka for good reason, Mr. Tanaka shall receive a lump sum reflecting three years of annual salary. The agreement also contains customary non-compete and non-solicit provisions in effect for a period 12 months after employment.

Alexander Canon Bryan

The Company entered into an independent contractor agreement with ACB Analytics Inc. ("ACB Analytics") on December 9, 2025, pursuant to which ACB Analytics, through its principal, Alexander Canon Bryan, will provide services as Chief Development Officer of the Resulting Issuer for an indefinite term. Pursuant to the terms of the agreement, the Company agreed to pay ACB Analytics monthly fees of US$2,500. ACB Analytics is not entitled to any other compensation, benefit, or perquisite, including without limitation, any wages, salary, bonus, incentive, vacation, vacation pay, overtime pay, statutory holiday pay, paid sick leave, group insurance benefits, equity or pension of the Company. The agreement may be terminated by the Company for breach amounting to cause at law without notice or liability, or by the Company or ACB Analytics upon 30 day's written notice. The agreement contains customary confidentiality provisions and non-solicit provisions in effect during the term of the agreement and for a period of 12 months following termination of the agreement.

John Kutsch

The Company entered into an independent contractor agreement with Whole World LLC ("Whole World") on December 9, 2025, pursuant to which Whole World, through its principal, John Kutsch, will provide services as Chief Engineer for an indefinite term. Pursuant to the terms of the agreement, the Company agreed to pay Whole World monthly fees of US$11,000. Whole World is not entitled to any other compensation, benefit, or perquisite, including without limitation, any wages, salary, bonus, incentive, vacation, vacation pay, overtime pay, statutory holiday pay, paid sick leave, group insurance benefits, equity or pension of the Company. The agreement may be terminated by the Company for breach amounting to cause at law without notice or liability, or by the Company or Whole World upon 30 day's written notice. The agreement contains customary confidentiality provisions and non-solicit provisions in effect during the term of the agreement and for a period of 12 months following termination of the agreement.

Management Contracts

The Company's management functions are performed by its NEOs and the Company has consulting agreements under which certain management functions are performed by persons other than the NEOs of the Company.

Equity Compensation Plan Information

The following is a summary of certain provisions of the Omnibus Plan, and is qualified in its entirety by the full text of the Omnibus Plan. The full text of the Omnibus Plan is attached hereto as Appendix B.

Eligibility

Only a Director, Officer, Employee, Management Company Employee or Consultant of the Company or of any of its subsidiaries (each, a "Participant") is eligible to participate in the Omnibus Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards. Each grant of Awards shall be evidenced by an award agreement (the "Award Agreement").

Limits

The Company Equity Incentive Plan has the following limitations:

(a) unless the Company has obtained the requisite disinterested shareholder approval, the maximum aggregate number of Company Shares that are issuable pursuant to all security based compensation granted or issued in any 12 month period to any one person must not exceed 5% of the issued and outstanding Company Shares, calculated as at the date of grant;

(b) the maximum aggregate number of Company Shares that are issuable pursuant to all security based compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the issued and outstanding Company Shares, calculated as at the date of grant;

(c) the maximum aggregate number of Company Shares that are issuable pursuant to all Company Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the issued and outstanding Company Shares, calculated as at the date of grant. Any Company Options granted to Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than ¼ of the Company Options vesting in any three month period;

(d) the maximum aggregate number of Company Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the issued and outstanding Company Shares at any point in time (unless disinterested shareholder approval is obtained);

(e) the maximum aggregate number of Company Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the issued and outstanding Company Shares, calculated as at the date of grant (unless disinterested shareholder approval is obtained); and

(f) the maximum aggregate number of Company Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one person shall not exceed 5% of the issued and outstanding Company Shares, calculated as at the date of grant (unless disinterested shareholder approval is obtained).

Company Options

(a) Term: Company Options shall be expired at such time as the Board shall determine at the time of grant and in any event Company Options can be exercisable for a maximum of 10 years from the date of grant.

(b) Option Price: The Option Price for each grant of a Company Option shall be determined by the Board. The minimum Option Price of a Company Option shall not be less than the Discounted Market Price (as defined in the policies of the TSXV).

i. a sufficient number of the Company Shares issued upon exercise of the Company Options will be sold by a designated broker on behalf of and for the benefit of the Participant to satisfy the Option Price; and

ii. the Option Price will be delivered to the Company and the Participant will receive only the remaining unsold Company Shares from the exercise of the Company Options and the net proceeds of the sale after deducting (A) the Option Price, (B) applicable taxes and (C) any applicable fees and commissions, all as determined by the Company Board from time to time.

(d) Net Exercise: The Board may permit net exercise whereby:

i. Company Options, excluding Company Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Company Options (other than in respect of applicable taxes), and instead the Participant receives only the number of underlying Company Shares that is the equal to the quotient obtained by dividing: (A) the product of the number of underlying shares subject to the Company Options being exercised multiplied by the difference between the VWAP of the underlying Company Shares immediately preceding the exercise of the Company Options and the Option Price; by (B) the VWAP of the underlying shares immediately preceding the exercise of the Company Options.

(e) Death: If a Participant dies:

i. the executor or administrator of the Participant's estate may exercise Company Options of the Participant equal to the number of Company Options that were exercisable at the date of death;

ii. the right to exercise such Company Options terminates on the earlier of: (A) the date that is 12 months after the date of death; and (B) the date on which the exercise period of the particular Company Option expires. Any Company Options held by the Participant that are not yet vested at the date of death immediately expire and are cancelled and forfeited to the Company on the date of death; and

iii. such Participant's eligibility to receive further grants of the Company Options ceases as of the date of death.

(f) Termination: If a Participant's employment or ter of office or engagement terminates (for any reason other than death):

i. any Company Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (A) the date that is three months after the Termination Date; and (B) the date on which the exercise period of the particular Company Option expires,

ii. except as otherwise provided in the Participant's employment contract or such date as is otherwise determined by the Company Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the Option Period or one year from the Termination Date, and

iii. any Company Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date.

(g) Amendments: The Company must seek disinterested shareholder approval for any reduction in the Option Price of a Company Option, or the extension of the term of a Company Option, if the Participant is an Insider of the Company at the time of the proposed amendment.

Restricted Share Units

(a) Grant: Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify: the Period(s) of Restriction, the number of Restricted Share Units granted, and whether and to what extent Dividend Equivalents will be credited to the Participant.

(b) Vesting: No Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than three years, after the date of grant. Restricted Share Units granted to outside directors vest, at the election of an outside director at the time the award is granted, within a minimum of one (1) year to a maximum of three (3) years following the grant date, as such outside director may elect.

(c) Restrictions: The Company Board shall impose at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Restricted Share Units granted as it may deem advisable.

(d) Dividends: Dividend Equivalents may, as determined by the Company Board in its sole discretion be awarded in respect of a Participant's unvested Restricted Share Units on the same basis as cash dividends declared and paid on Company Shares as if the Participant was a shareholder of record of Company Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant in additional Restricted Share Units, the number of which shall be equal to the quotient obtained by dividing:

i. the product of (A) the number of unvested Restricted Share Units held by the Participant on the date that dividends are paid, multiplied by (B) the dividend paid per Company Share, by
ii. the VWAP of one Company Share calculated as of the date that the relevant dividend is paid.

(e) Death: If a Participant dies: any Restricted Share Units held by the Participant that have not vested as at the date of death shall be deemed to have vested immediately prior to the date of death;

i. any Restricted Share Units held by the Participant that have vested as at the date of death, shall be paid to the Participant's estate in accordance with the terms of the Omnibus Plan and Award Agreement; and
ii. such Participant's eligibility to receive further grants of Restricted Share Units under the Omnibus Plan ceases as of the date of death.

(f) Termination: If Participant's employment of term of office or engagement terminates (for any reason other than death):

i. any Restricted Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant. Any Restricted Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date; and
ii. any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.

Deferred Share Units

(a) Grant: Only Participants who are directors, officers or employees of the Company or a corporation related to the Company are eligible to receive Deferred Share Units.
(b) Deferred Share Unit Account: Deferred Share Units awarded to Participants under the Omnibus Plan are credited to an account that is established on their behalf and maintained in accordance with the Omnibus Plan. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited to a designated Participant's DSU Account as of a particular Conversion Date shall be determined by dividing the relevant portion of that designated Participant's cash remuneration for the applicable period to be satisfied by Deferred Share Units by the Fair Market Value of a Company Share on the particular Conversion Date.
(c) Redemption: No amount may be received in respect of a Deferred Share Unit until after the Termination Date of the Participant. "Termination Date" means the earliest to occur of the following dates (each a "Termination Event"): (i) the date of the Participant's death; and (ii) the date on which a Participant ceases to hold any position as a director, officer or Employee

with the Company or any related entity, and, for greater certainty, shall not be before the time of the Participant's retirement from, or loss of, such office or employment with the Company or any related entity under applicable law.

(d) Termination for Cause: If the Termination Date of a Participant occurs as a result of a termination of a Participant for cause, all outstanding Deferred Share Units credited to such DSU Account (whether or not vested) shall be forfeited and cancelled immediately, and the Participant shall have no entitlement to receive any payment in respect of such forfeited Deferred Share Units, by way of damages, pay in lieu of notice or otherwise.

(e) Death: If the Termination Date of a Participant occurs as a result of the death of a Participant, all Deferred Share Units credited to such Participant's DSU Account at such time that have not yet vested shall vest immediately prior to the Participant's death. As soon as reasonably practicable after the Termination Date, and in any event, no later than December 15 of the first calendar year commencing after the Termination Date the Company shall redeem and fully settle each Deferred Share Unit in respect of which all vesting and other conditions to redemption and settlement have been met, deemed to have been met or waived by the Company Board on or before the Termination Date.

(f) Dividends: Prior to a Participant's Termination Date, Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of a Participant's Deferred Share Units on the same basis as cash dividends declared and paid on Company Shares as if the Participant was a shareholder of record of Company Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant in additional Deferred Share Units, the number of which shall be equal to the quotient obtained by dividing:

i. the product of (A) the number of Deferred Share Units held by the Participant on the date that dividends are paid, multiplied by (B) the dividend paid per Company Share, by;

ii. the VWAP of one Company Share calculated as of the date that the relevant dividend is paid.

Performance Share Units

(a) Grant: Each Restricted Share Unit grant shall be evidenced by an Award Agreement and shall give the Participant the right to receive a Company Share or a cash payment in an amount equal to the Fair Market Value of a Company Share at the end of the applicable Performance Period, subject to the terms, vesting criteria and Performance Goals of the relevant Performance Share Unit as established by the Company Board and set forth in the Award Agreement.

(b) Vesting: No Performance Share Units shall vest earlier than one year after the date of grant or later than three years after the date of grant.

(c) Settlement: The Company Board shall have the sole discretion to decide whether a Performance Share Units are settled in cash, Company Shares or a combination thereof. If Performance Share Unit (including a Performance Share Unit credited as a Dividend Equivalent Right) become vested and the applicable Performance Goals have been met on or before the end of the Performance Period, such Performance Share Units ("Vested PSUs") shall be settled as soon as reasonably practicable following the end of the applicable Performance Period and, in any event, notwithstanding any other provision of the Omnibus Plan, no payment, whether in cash or Company Shares, shall be made in respect of the settlement of any Vested PSU on a date that is later than December 31 of the calendar year which is three years following the end of the year (or first of the years) in which the Participant performed the services to which the Award Agreement relates.

(d) Dividends: Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of a Participant's Performance Share Units on the same basis as cash dividends declared and paid on Company Shares as if the Participant was a shareholder of record of Company Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant in additional Performance Share Units, the number of which shall be equal to the quotient obtained by dividing:

i. the product of (A) the number of Performance Share Units held by the Participant on the date that dividends are paid, multiplied by (B) the dividend paid per Company Share, by;
ii. the VWAP of one Company Share calculated as of the date that the relevant dividend is paid.

(e) Death: If a Participant dies:

i. the number of Performance Share Units held by the Participant that have not vested shall be adjusted as set out in the applicable Award Agreement (the "Deemed Awards");
ii. any Deemed Awards shall be deemed to vest in the moment immediately prior to the death of the Participant;
iii. the Performance Period in respect of any Performance Share Units held by the Participant that have vested at the date of death (including Deemed Awards) shall be deemed to end immediately upon the death of the Participant and shall be paid to the Participant's estate in accordance with the terms of the Omnibus Plan and Award Agreement;
iv. any settlement or redemption of any Performance Share Units shall occur within one year following the date of death; and
v. such Participant's eligibility to received further grants of Performance Share Units under the Omnibus Plan ceases as of the date of death.

(f) Termination: If a Participant's employment or term of office or engagement terminates (for any reason other than death):

i. the Performance Period in respect of any Performance Share Units held by the Participant that have vested before the Termination Date shall be deemed to end immediately upon the Termination Date of the Participant and shall be paid to the Participant in accordance with the terms of the Omnibus Plan and Award Agreement, and any Performance Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date;

ii. any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date.

Miscellaneous

(a) Accelerated Vesting: Except as otherwise provided in the Omnibus Plan or the Award Agreement, in the event of a proposed Change of Control, the Company Board shall have the discretion to unilaterally accelerate the vesting of or the Performance Period applicable to, and waive Performance Goals or other conditions applicable to outstanding Restricted Share Units, Performance Share Units or Options in order to assist Participants to tender into a takeover bid or participate in any other transaction causing a Change of Control.

(b) Amendment: The following amendments to the Omnibus Plan shall require the prior approval of the Company shareholders:

i. a reduction in the Option Price of a previously granted Company Option benefitting an Insider of the Company or one of its affiliates;

ii. Any amendment or modification which would increase the total number of Company Shares available for issuance under the Omnibus Plan;

iii. An increase to the limit on the number of Company Shares issued or issuable under the Omnibus Plan to Insiders of the Company;

iv. An extension of the expiry date of a Company Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise; or

v. Any amendment to the amendment provisions of the Omnibus Plan.

The following table sets forth information regarding the Company's Omnibus Plan as at December 31, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding Options, PSUs and RSUs^{1}	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under equity compensation plans^{2}
Equity compensation plans approved by Shareholders	N/A	N/A	N/A
Equity compensation plans not approved by Shareholders	6,755,700 (Options)	$0.30	139,228 Options
	1,500,000 (PSUs)	-	369,928 PSUs, RSUs and
	5,025,000 (RSUs)	-	DSUs
Total	13,280,700	-	509,156

(1) Includes all compensation securities granted under the Omnibus Plan as at December, 31, 2025.
(2) Based on a total of 68,949,286 issued and outstanding Shares as at December 31, 2025.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board believes that good corporate governance is important to the effective performance of the Company and plays a significant role in protecting Shareholders' interests and maximizing value for Shareholders. The Company has reviewed its own corporate governance practices in light of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 – Corporate Governance Guidelines (the "Guidelines"). The

The following provides information with respect to the Company's compliance with the corporate governance requirements set forth in NI 58-101 and Form 58-101F1 – Corporate Governance Disclosure.

Board of Directors

The Board strives to function independently of management and reviews its procedures on an ongoing basis to ensure that it is functioning independently of management. The Board convenes meetings as deemed necessary and holds in-camera sessions, without management and non-independent directors present, after most meetings of the Board, or as circumstances require. When conflicts arise, interested parties are precluded from voting on matters in which they may have an interest. The Board discharges some of its responsibilities directly and through the Audit Committee, comprised of three directors. The Audit Committee of the Board operates under a formal charter or mandate which is reviewed, and updated as necessary, on an annual or more frequent basis. In fulfilling its responsibilities, the Board delegates day-to-day authority to management of the Company, while reserving the ability to review management decisions and exercise final judgement on any matter. In accordance with applicable legal requirements and historical practice, all matters of a material nature are presented by management to the Board for approval.

The Board is currently comprised of five directors, two of whom are independent (within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees ("NI 52-110")) as of the date of this Management Information Circular. NI 58-101 defines an "independent director" as a director who has no direct or indirect "material relationship" with the issuer. A "material relationship" is as a relationship which could be, in the view of the board of directors of a company, reasonably expected to interfere

with the exercise of a member's independent judgment. Each of Anna Pagliaro and Steve Oldham are considered to be independent within the meaning of NI 58-101. Daniel Sutton, Director and Chief Executive Officer, John Kutsch, Director and Chief Engineer and Alexander Canon Bryan, Director and Chief Development Officer are not independent, as they are current officers of the Company or have been an officer of the Company within the three most recently completed financial years.

Other Directorships

None of the Company's directors are presently directors of other reporting issuers.

Orientation and Continuing Education

While the Board does not have a formal orientation program for its members, new directors are provided with an overview of the Company's business activities, systems and business plan and briefed on the strategic plans, short, medium and long term corporate objectives, business risks, mitigation strategies, corporate governance guidelines and existing company policies. Directors also have access to the Company's records, employees and senior management. The Board's continuing education is typically derived from correspondence with the Company's legal counsel to remain up to date with developments in relevant corporate and securities law matters.

Ethical Business Conduct

The Board and senior management of the Company consider ethical business conduct to be central to the effective and efficient operation of the Company.

The Board is committed to a high standard of corporate governance practices and believes that this commitment is not only in the best interest of the Shareholders, but that it also promotes successful decision making at the Board level. The Board has not yet adopted the Code of Conduct, but plans to have it completed in the short term, to encourage and promote a culture of ethical business conduct amongst the directors, officers, employees and consultants of the Company.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations. Through its meetings with management and other informal discussions with management, the Board believes the Company's management team likewise promotes and encourages a culture of ethical business conduct throughout the Company's operations, and the management team is expected to monitor the activities of the Company's employees, consultants and agents in that regard.

Nomination of Directors

The Board and the individual directors hold the responsibility for the nomination and assessment of new directors. When presenting shareholders with a slate of nominees for election, the Board considers the following:

the competencies and skills necessary for the Board as a whole to possess;
the competencies and skills necessary for each individual director to possess;
competencies and skills which each new nominee to the Board is expected to bring; and

whether the proposed nominees to the Board will be able to devote sufficient time and resources to the Company.

The Board also recommends the number of directors on the Board to Shareholders for approval, subject to compliance with the requirements of the BCBCA and the Company's Articles. Between annual shareholder meetings, the Board may appoint directors to serve until the next annual shareholder meeting, subject to compliance with the requirements of the BCBCA and the Company's Articles. Individual directors are responsible for assisting the Board in identifying and recommending new nominees for election to the Board, as needed or appropriate.

The Board will periodically assess the appropriate number of directors on the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, or the size of the Board is expanded, the Board will consider various potential candidates for director. Candidates may come to the attention of the Board through current directors or management, shareholders or other persons. These candidates will be evaluated at a regular or special meeting of the Board and may be considered at any point during the year.

Compensation

The Board and the individual directors hold the responsibility for reviewing the adequacy and form of compensation for directors. When considering the compensation for directors, the Board considers, among other things, whether the compensation plan is both motivational and competitive so that it will attract, retain and reward directors of a quality and nature that will enhance the Company's growth, how the compensation plan compares to companies of similar size and stage of development, and whether the compensation plan provides appropriate compensation for committee work performed by directors.

Assessments

The Board is responsible for assessing its own effectiveness in fulfilling its mandate and evaluating the relevant disclosed relationships of each independent director. Further and despite not having a formal process detailed, the directors are tasked with ensuring: (i) that the effectiveness of the Board and its committees (including size and composition) is assessed regularly, and (ii) ensure that the contribution of individual directors to the effectiveness of the Board is assessed periodically.

Audit Committee

The Audit Committee is responsible for the Company's financial reporting process and the quality of its financial reporting.

The Audit Committee is charged with the mandate of providing independent review and oversight of the Company's financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company's external auditors. The Audit Committee also assists the board of directors in fulfilling its responsibilities in reviewing the Company's process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the board of directors, management, and the external auditors and monitor the

independence of those auditors. The Audit committee is also responsible for reviewing the Company's financial strategies, its financing plans and its use of the equity and debt markets.

The full text of the charter of the Company's Audit Committee is attached hereto as Appendix A.

Composition of the Audit Committee

The Company's Audit Committee is currently comprised of three directors: Anna Pagliaro (Chair), Steve Oldham and Dan Sutton, all of whom are considered financially literate and Anna Pagliaro and Steve Oldham are independent (as such terms are defined in NI 52-110). Dan Sutton is not considered independent by virtue of serving as the Company's chief executive officer.

Relevant Education and Experience

Anna Pagliaro is a senior corporate leader with over a decade of experience advising publicly listed companies on governance, risk and commercial strategy. She brings deep experience in financial and operational oversight, internal control environments, and enterprise risk management, with a strong track record of supporting executive teams and boards on complex decision-making and governance matters. Her experience includes oversight of capital allocation, contractual commitments, and risk exposure in high-growth and evolving environments, with a focus on strengthening accountability and disciplined decision-making. She currently serves as Director of Commercial & Risk at Vizsla Silver Corp. (TSXV: VZLA). She holds a Bachelor of Laws from Adelaide University in South Australia.

Steve Oldham is an experienced growth focused executive with extensive experience in large, established companies as well as startup / scale up companies. He is currently serving as the CEO of Captura - a startup developing technology for carbon removal via the ocean. Prior to that, Steve was CEO of BC based Carbon Engineering from 2018 to 2022, taking the company from a small scale R&D focused company into a world leader in carbon removal. Prior to Carbon Engineering, Steve was an Executive Vice President at MacDonald, Dettwiler and Associates (MDA) where he was responsible for several profit and loss centers. Steve is a graduate in Mathematics and Computer Science from the University of Birmingham in England.

Dan Sutton has 15 years of executive and project management leadership in designing, building, and operating first-of-a-kind (FOAK) manufacturing infrastructure. Dan served as the CEO of Tantalus Labs, a top 25 Canadian LP since founding it in 2012. Dan previously served as the Vice President of Finance at Thorium One International Limited and Rare Earth Industries. Dan has a bachelor's degree in economics from the University of Victoria.

External Auditor Service Fees

Effective December 9, 2025, in connection with its acquisition of Syntholene Energy Corp., the Company changed auditors from Smythe LLP to WDM Chartered Professional Accountants. The following table sets forth the fees paid by the Company to auditors for services rendered during the financial years ended December 31, 2025, and 2024:

Reporting Period	Audit Fees^{(1)}	Audit-Related Fees^{(2)}	Tax Fees^{(3)}	All Other Fees^{(4)}
2025	$47,488	Nil	$1,850	Nil
2024	$30,655	Nil	$1800	Nil

(1) Fees billed by the Company's auditors for audit fees.
(2) Fees billed by the Company's auditors for assurance related services that are not reported under "audit fees".
(3) Fees billed by the Company's auditors for tax compliance, tax advise and tax planning.
(4) Aggregate fees billed by the Company's auditors which are not included under the heading "audit fees", "audit related fees" or "tax fees".

Exemption in Section 6.1

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Information Circular, there is no outstanding indebtedness to, or guaranteed or supported by, the Company, or any of its subsidiaries, by any current or former executive officer, director or employee or any proposed nominee for election as a director.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise set out herein, person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, or any proposed nominee for election as a director of the Company, or 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.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

There were no material interests, direct or indirect, of directors and senior officers of the Company, nominees for director, who beneficially owns more than 10% of the outstanding shares of the Company, or any known associate or affiliate of such persons in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company other than as disclosed elsewhere herein.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca. Financial information regarding the Company is provided in the audited consolidated financial statements of the Company for the financial year ended December 31, 2025 and the related management's discussion and analysis, which have been filed on SEDAR+. Shareholders can also contact Grant Tanaka, the Chief Financial Officer of the Company, at [email protected] to request a copy of these documents.

CERTIFICATION OF BOARD APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders have been approved by the directors of the Company.

DATED at Vancouver, British Columbia this 8th day of May 2026.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Daniel Sutton”

Daniel Sutton
Director and Chief Executive Officer

APPENDIX A
AUDIT COMMITTEE CHARTER

1.0 Purpose of the Committee

1.1 The Audit Committee represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Company and its subsidiaries.

2.0 Members of the Committee

2.1 The Audit Committee shall consist of no less than three Directors a majority of whom shall be "independent" as defined under NI 52-110, while the Company is in the developmental stage of its business. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.

2.2 At least one Member of the Audit Committee must be "financially literate" as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

3.0 Meeting Requirements

3.1 The Audit Committee will, where possible, meet on a regular basis at least once every quarter, and will hold special meetings as it deems necessary or appropriate in its judgment. Meetings may be held in person or telephonically and shall be at such times and places as the Audit Committee determines. Without meeting, the Audit Committee may act by unanimous written consent of all members which shall constitute a meeting for the purposes of this charter.

3.2 A majority of the members of the Audit Committee shall constitute a quorum.

4.0 Duties and Responsibilities

4.1 The Audit Committee's function is one of oversight only and shall not relieve the Company's management of its responsibilities for preparing financial statements which accurately and fairly present the Company's financial results and conditions or the responsibilities of the external auditors relating to the audit or review of financial statements. Specifically, the Audit Committee will:

(a) have the authority with respect to the appointment, retention or discharge of the independent public accountants as auditors of the Company (the "auditors") who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee;

A-1

(b) review with the auditors the scope of the audit and the results of the annual audit examination by the auditors, including any reports of the auditors prepared in connection with the annual audit;

(c) review information, including written statements from the auditors, concerning any relationships between the auditors and the Company or any other relationships that may adversely affect the independence of the auditors and assess the independence of the auditors;

(d) review and discuss with management and the auditors the Company's audited financial statements and accompanying MD&A, including a discussion with the auditors of their judgments as to the quality of the Company's accounting principles and report on them to the Board;

(e) review and discuss with management the Company's interim financial statements and interim MD&A and report on them to the Board;

(f) pre-approve all auditing services and non-audit services provided to the Company by the auditors to the extent and in the manner required by applicable law or regulation. In no circumstances shall the auditors provide any non-audit services to the Company that are prohibited by applicable law or regulation;

(g) evaluate the external auditor's performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;

(h) periodically review the adequacy of the Company's internal controls and ensure that such internal controls are effective;

(i) review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditors that may have a significant impact on the Company's financial reports, and report on them to the Board;

(j) oversee and annually review the Company's Code of Business Conduct and Ethics;

(k) approve material contracts where the Board of Directors determines that it has a conflict;

(l) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding the audit or other accounting matters;

(m) where unanimously considered necessary by the Audit Committee, engage independent counsel and/or other advisors at the Company's expense to advise on material issues affecting the Company which the Audit Committee considers are not appropriate for the full Board;

(n) satisfy itself that management has put into place procedures that facilitate compliance with the provisions of applicable securities laws and regulation relating to insider trading, continuous disclosure and financial reporting;

(o) review and monitor all related party transactions which may be entered into by the Company; and

A-2

(p) periodically review the adequacy of its charter and recommending any changes thereto to the Board.

5.0 Miscellaneous

5.1 Nothing contained in this Charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Audit Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Audit Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfil its responsibilities.

A-3

B - 1

APPENDIX B

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

SYNTHOLENE ENERGY CORP.

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

ESTABLISHMENT, PURPOSE AND DURATION ...3
DEFINITIONS ...3
ADMINISTRATION ...11
SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS ...11
ELIGIBILITY AND PARTICIPATION ...16
STOCK OPTIONS ...17
RESTRICTED SHARE UNITS ...20
DEFERRED SHARE UNITS ...24
PERFORMANCE SHARE UNITS ...27
BENEFICIARY DESIGNATION ...30
RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE ...30
CHANGE OF CONTROL ...31
AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION ...33
WITHHOLDING ...34
COMPLIANCE WITH SECTION 409A ...34
SUCCESSORS ...38
GENERAL PROVISIONS ...38
LEGAL CONSTRUCTION ...39
EXHIBIT A FORM OF OPTION AGREEMENT ...A-1
EXHIBIT B FORM OF RESTRICTED SHARE UNIT AGREEMENT ...B-1
EXHIBIT C FORM OF DEFERRED SHARE UNIT AGREEMENT ...C-1
EXHIBIT D FORM OF PERFORMANCE SHARE UNIT AGREEMENT ...D-1

Syntholene Energy Corp. (formerly GK Resources Ltd.)
Omnibus Equity Incentive Compensation Plan

ARTICLE 1

ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment of the Plan.

Syntholene Energy Corp. (formerly GK Resources Ltd.) a corporation incorporated under the laws of British Columbia (the “Corporation”), previously established a stock option plan which was first adopted by the directors of the Corporation on October 16, 2018 and last approved by shareholders of the Corporation on February 23, 2024 (the “Prior Plan”). In order to advance the interests of the Corporation and its stockholders the Corporation hereby establishes an incentive compensation plan to be known as the Omnibus Equity Incentive Compensation Plan (the “Plan”). The Plan permits the grant of Options, Restricted Share Units, Deferred Share Units and Performance Share Units. The Board approved the Plan on December 9, 2025 (the “Effective Date”), subject to the approval of the Plan by the TSX Venture Exchange (the “TSXV”) and the shareholders of the Corporation. The Plan replaces the Prior Plan and all stock options previously granted under the Prior Plan will be subject to the terms of the Plan.

1.2 Purpose of the Plan.

The purposes of the Plan are: (i) to promote a significant alignment between Officers, employees and consultants of the Corporation and its Affiliates (as defined below) and the growth objectives of the Corporation; (ii) to associate a portion of participating employees’ and consultants’ compensation with the performance of the Corporation over the long term; and (iii) to attract, motivate and retain the critical employees and consultants to drive the business success of the Corporation.

1.3 Duration of the Plan.

The Plan shall commence as of the Effective Date, as described in Section 1.1 herein, and shall remain in effect until terminated by the Board pursuant to Article 13 hereof.

ARTICLE 2

DEFINITIONS

2.1 Definitions.

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

“Affiliate” means any corporation, partnership or other entity (i) in which the Corporation, directly or indirectly, has majority ownership interest or (ii) which the Corporation controls. For the purposes of this definition, the Corporation is deemed to “control” such corporation, partnership or other entity if the Corporation possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

“Award” means, individually or collectively, a grant under this Plan of Options, Deferred Share Units, Restricted Share Units or Performance Share Units, in each case subject to the terms of this Plan.

“Award Agreement” means either (i) a written agreement entered into by the Corporation or an Affiliate of the Corporation and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement issued by the Corporation or an Affiliate of the Corporation to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to

Syntholene Energy Corp. (formerly GK Resources Ltd.)
Omnibus Equity Incentive Compensation Plan

incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance. The Corporation’s current standard forms of Award Agreements are attached as Exhibits A “Option Agreement”, B “Restricted Share Unit Agreement”, C “Deferred Share Unit Agreement” and D “Performance Share Unit Agreement”, or in such other form as the Committee may approve from time to time.

“BCSA” means the Securities Act (British Columbia) and the regulations promulgated thereunder, as may be amended from time to time.

“Blackout Period” means a period during which the Corporation prohibits Participants from exercising, redeeming or settling their Awards.

“Board” or “Board of Directors” means the Board of Directors of the Corporation.

“Cashless Exercise” has the meaning ascribed thereto under Section 6.6(a).

“Cause” means any of:

(a) dishonesty of the Participant as it relates to the performance of his duties in the course of his engagement by, or as an Officer or Director of, the Corporation or an Affiliate;

(b) fraud committed by the Participant;

(c) willful disclosure of confidential or private information regarding the Corporation or an Affiliate by the Participant;

(d) the Participant aiding a competitor of the Corporation or an Affiliate in contravention of their Services Agreement;

(e) breach of a fiduciary duty, if any, owed by the Participant to the Corporation or an Affiliate, including without limitation misappropriation of a business opportunity of the Corporation or an Affiliate by the Participant;

(f) willful misconduct or gross negligence in the performance of the Participant’s duties under their Services Agreement relating to the provision of services to the Corporation;

(g) a breach by the Participant of a material provision of his or her Services Agreement or the Code of Business Conduct and Ethics adopted by the Corporation from time to time;

(h) the willful and continued failure on the part of the Participant to substantially perform duties in the course of his engagement by, or as an Officer of, the Corporation or an Affiliate, unless such failure results from an incapacity due to mental or physical illness;

(i) willfully engaging in conduct that is demonstrably and materially injurious to the Corporation or an Affiliate, monetarily or otherwise; or

(j) any other act or omission by the Participant which would amount to just cause for termination at common law.

“Change of Control” shall occur if any of the following events occur:

Syntholene Energy Corp. (formerly GK Resources Ltd.)
Omnibus Equity Incentive Compensation Plan

(a) the acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of beneficial ownership or control or direction over that number of Voting Securities which is greater than 50% of the total issued and outstanding Voting Securities immediately after such acquisition, unless such acquisition arose as a result of or pursuant to:

(i) an acquisition or redemption by the Corporation of Voting Securities which, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by such person to 50% or more of the Voting Securities then outstanding;

(ii) acquisitions of Voting Securities which were made pursuant to a dividend reinvestment plan of the Corporation;

(iii) the receipt or exercise of rights issued by the Corporation to all the holders of Voting Securities to subscribe for or purchase Voting Securities or securities convertible into Voting Securities, provided that such rights are acquired directly from the Corporation and not from any other person;

(iv) a distribution by the Corporation of Voting Securities or securities convertible into Voting Securities for cash consideration made pursuant to a public offering or by way of a private placement by the Corporation (“Exempt Acquisitions”);

(v) a stock-dividend, a stock split or other event pursuant to which such person receives or acquires Voting Securities or securities convertible into Voting Securities on the same pro rata basis as all other holders of securities of the same class (“Pro-Rata Acquisitions”); or

(vi) the exercise of securities convertible into Voting Securities received by such person pursuant to an Exempt Acquisition or a Pro-Rata Acquisition (“Convertible Security Acquisitions”);

provided, however, that if a person shall acquire 50% or more of the total issued and outstanding Voting Securities by reason of any one or a combination of (1) acquisitions or redemptions of Voting Securities by the Corporation, (2) Exempt Acquisitions, (3) Pro-Rata Acquisitions, or (4) Convertible Security Acquisitions and, after such share acquisitions or redemptions by the Corporation or Exempt Acquisitions or Pro-Rata Acquisitions or Convertible Security Acquisitions, acquires additional Voting Securities exceeding one per cent of the Voting Securities outstanding at the date of such acquisition other than pursuant to any one or a combination of Exempt Acquisitions, Convertible Security Acquisitions or Pro-Rata Acquisitions, then as of the date of such acquisitions such acquisition shall be deemed to be a “Change of Control”;

(b) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened; and

Syntholene Energy Corp. (formerly GK Resources Ltd.)

Omnibus Equity Incentive Compensation Plan

(c) any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (the “Successor Entity”), (other than a subsidiary of the Corporation) unless:

(i) individuals who were holders of Voting Securities immediately prior to such transaction hold, as a result of such transaction, in the aggregate, more than 50% of the voting securities of the Successor Entity;

(ii) a majority of the members of the board of directors of the Successor Entity is comprised of individuals who were members of the Board of Directors immediately prior to such transaction; and

(iii) after such transaction, no person or group of persons acting jointly or in concert, holds more than 50% of the voting securities of the Successor Entity unless such person or group of persons held a sufficient number of securities of the Corporation giving them control over the Corporation immediately prior to such transaction.

“Change of Control Price” means (i) the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the Exchange on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately preceding the Change of Control date.

“Code” means the Internal Revenue Code of 1986 (United States), as amended, and any applicable regulations and administrative guidelines promulgated thereunder.

“Committee” means the Board of Directors or if so delegated in whole or in part by the Board, or any duly authorized committee of the Board appointed by the Board to administer the Plan.

“Company” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“Consultant” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or of any of its subsidiaries) or Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution (as such term is defined in the policies of the TSXV);

(b) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Corporation, as the case may be; and

(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

“Consultant Company” means a Consultant that is a Company.

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"Conversion Date" means the date used to determine the Fair Market Value of a Deferred Share Unit for purposes of determining the number of Deferred Share Units to be credited to a designated Participant under Section 0, which date shall, subject to variation as determined by the Committee, generally be the last day of each Quarter and, in any event, shall not be earlier than the first business day of the year in respect of which the Deferred Share Units are being provided.

"Corporation" means Syntholene Energy Corp. (formerly GK Resources Ltd.), a corporation incorporated under the laws of the British Columbia, and any successor thereto as provided in Article 15 herein.

"Deferred Share Unit" or "DSU" means a right, denominated in units, granted to a Participant by the Corporation as compensation for future employment or consulting services or services as a Director or Officer to be rendered within a specified period, which right entitles the Participant to receive (a) a Share issued from treasury, (b) a cash payment equal to the FMV on the Redemption Date of a Share, or (c) a combination thereof, as determined by the Committee in its sole discretion, unless such right expires or is otherwise cancelled or forfeited prior to being settled.

"Director" means any individual who is a director (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

"Dividend Equivalent" means a right with respect to an Award to receive additional Awards equivalent in value to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement, and if specifically provided for in the Award Agreement shall be subject to the Plan and such other terms and conditions set forth in the Award Agreement as the Committee shall determine.

"DSU Account" means a notional account maintained, or caused to be maintained, by the Corporation or an Affiliate of the Corporation for each Participant employed by or providing consulting services to that entity, recording at all times the number of Deferred Share Units (including Dividend Equivalents) standing to the credit of a particular Participant.

"DSU Agreement" has the meaning ascribed thereto under Section 8.1.

"Employee" means:

(a) an individual who is considered an employee of the Corporation or of its subsidiary under the ITA and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

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

(c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.

"Eligible Charitable Organization" has the meaning given to the term in Policy 4.4.

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"Exchange" means the TSXV and such other recognized North American stock exchange, if any, on which the Shares may become listed for trading or, if at any time the Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee.

"Fair Market Value" or "FMV" means, in respect of a relevant date, unless otherwise required by any regulations thereunder or by any applicable accounting standard for the Corporation's desired accounting for Awards or by the rules of the Exchange, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately prior to the relevant date, (ii) the closing price of the Shares on the Exchange on the trading day immediately prior to the relevant date or (iii) the closing price of the Shares on the Exchange on the relevant date.

"Fiscal Year" means the Corporation's fiscal year commencing on October 1 and ending on September 30 or such other fiscal year as approved by the Board.

"Insider" means, when used in relation to the Corporation:

(a) a director or senior officer of the Corporation,
(b) a director or senior officer of a Company that is an Insider or subsidiary of the Corporation;
(c) a Person that beneficially owns or controls, directly or indirectly, Voting Securities carrying more than 10% of the voting rights attached to all outstanding Voting Securities of the Corporation, or
(d) the Corporation itself if it holds any of its own securities.

"Issued Shares" means, at any time, the number of Shares of the Corporation that are then issued and outstanding on a non-diluted basis and, in the discretion of the Exchange, may include a number of securities of the Corporation, other than Security Based Compensation, warrants and convertible debt, that are convertible into Shares of the Corporation.

"Investor Relations Activities" shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

"Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

"ITA" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time.

"Material Information" means a Material Fact and/or Material Change as such terms are defined by applicable Securities Laws and Exchange policies.

"Management Company Employee" means an individual employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.

"Notice Period" means any period of contractual notice or reasonable notice that the Corporation or the Affiliate may be required at law, by contract or otherwise agrees to provide to a Participant upon termination of employment, whether or not the Corporation or Affiliate elects to pay severance in lieu of providing

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notice to the Participant, provided that where a Participant’s employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

“Officer” means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“Option” means the conditional right to purchase Shares at a stated Option Price for a specified period of time subject to the terms of this Plan and the related Award Agreement.

“Option Price” means the exercise price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

“Participant” means a Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization that is the recipient of an Award granted or issued by the Corporation.

“Performance Goal” means a performance criterion selected by the Committee for a given Award.

“Performance Period” means the period of time during which the assigned Performance Goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

“Performance Share Unit” or “PSU” means a right, denominated in units, granted to a Participant by the Corporation pursuant to an Award Agreement as compensation for employment or consulting services or services as a Director of Officer, to receive a Share or a cash payment in an amount equal to the FMV of a Share at the end of the applicable Performance Period, subject to the terms, vesting criteria and Performance Goals of the relevant Performance Share Unit as established by the Committee and set forth in the Award Agreement.

“Period of Restriction” means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of Performance Goals, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

“Person” shall have the meaning ascribed to such term in Section 1(1) of the BCSA.

“Policy 4.4” means Policy 4.4 - Security Based Compensation of the TSXV, as amended from time to time.

“Quarter” means a fiscal quarter of the Corporation, which, until changed by the Corporation, shall be the three month period ending December 31, March 31, June 30 and September 30 in any year and "Quarterly" means each “Quarter”.

“Restricted Share Unit” or “RSU” means a right, denominated in units subject to a Period of Restriction, granted to a Participant by the Corporation as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Corporation upon specified vesting criteria being satisfied and which may provide that, upon vesting, the award may be paid in cash and/or Shares of the Corporation.

“SEC” means the United States Securities and Exchange Commission.

“Section 409A” means Section 409A of the Code.

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"Section 409A Deferred Compensation" means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

"Security Based Compensation" has the meaning ascribed thereto in Policy 4.4.

"Security Based Compensation Plan" has the meaning ascribed thereto in Policy 4.4.

"Services Agreement" means the written agreement between a Participant and either the Corporation or an Affiliate pursuant to which the Participant provides services to the Corporation or Affiliate, as applicable, or serves as a Director, Officer, Employee, Consultant or other category of Participant.

"Shares" means common shares in the authorized share structure of the Corporation.

"Successor Entity" has the meaning ascribed thereto under subsection (c) of the definition of Change of Control.

"Tax Firm" has the meaning ascribed thereto at paragraph 12.3(b).

"Trading Day" means a day when trading occurs through the facilities of the Exchange.

"TSXV" means the TSX Venture Exchange.

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

"U.S. Participant" means a Participant who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction), is a U.S. Person or any other Participant whose compensatory Awards awarded under this Plan are subject to U.S. federal income tax.

"U.S. Person" means a "U.S. person" as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Vesting Date" means, in respect of a Performance Share Unit or a Restricted Share Unit (including any Performance Share Unit or Restricted Share Unit credited to a Participant as a Dividend Equivalent), the date on which the applicable vesting criteria, Performance Goals (if any) and any other applicable conditions to vesting under a relevant Award Agreement have been met, deemed to have been met or are waived as contemplated under the terms of the Plan.

"Voting Securities" shall mean any securities of the Corporation ordinarily carrying the right to vote at elections of Directors and any securities immediately convertible into or exchangeable for such securities.

"VWAP" means, as of the relevant determination date, the volume weighted average trading price of the Corporation's Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding such determination date, provided that

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where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

2.2 Additional Defined Terms.

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in Policy 4.4 or such other policies of the TSXV as may be applicable.

ARTICLE 3 ADMINISTRATION

3.1 General.

The Committee shall be responsible for administering the Plan. The Committee may employ lawyers, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Corporation, and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Corporation, and all other interested parties.

3.2 Authority of the Committee.

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, determining Performance Goals applicable to Awards and whether such Performance Goals have been achieved, making adjustments under Section 4.10 and, subject to Article 13, adopting modifications and amendments, or subplans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and Affiliates operate.

3.3 Delegation.

The Committee may delegate to one or more of its members any of the Committee's administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Available for Awards.

The Plan is a "rolling up to 10% and fixed up to 10%" Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation of the TSXV. The Plan is a: (a) "rolling" plan pursuant to which the number of Shares that are issuable pursuant to the exercise of Options granted hereunder, and under the Prior Plan, shall not exceed 10% of the Issued Shares of the Corporation as at the date of any Option grant, and (b) "fixed" plan under which the number of Shares of the Corporation that are issuable pursuant to all Awards other than Options granted hereunder and under any other Security Based Compensation Plan of the Corporation, in aggregate is a maximum of 10% of the Issued Shares of the Corporation as at the

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Effective Date and which is 68,949,286 issued shares, therefore a total of up to 6,894,928 may be issued under the 10% fixed plan. In each case, subject to adjustment as provided in Section 4.10 herein.

4.2 Specific Allocations.

The Corporation cannot grant or issue an Award hereunder unless and until the Award has been allocated to a particular Participant.

4.3 Limits for Individuals.

Unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to Policy 4.4, the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the Exchange for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

4.4 Limits for Consultants.

The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

4.5 Limits for Investor Relations Service Providers.

(a) The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider.

(b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:

(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;

(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;

(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and

(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

(c) The vesting schedule of any Options granted to any Investor Relations Service Provider cannot be accelerated without the prior written approval of the TSXV.

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4.6 Minimum Price for Options.

The minimum Option Price of an Option is set out in section 6.4.

4.7 Hold Period.

All Awards and Shares issuable thereunder are subject to any applicable resale restrictions under Securities Laws and the Exchange Hold Period (as defined in the policies of the TSXV), and shall have affixed thereto any legends required under Securities Laws and the policies of the Exchange.

In addition, if the Exchange Hold Period is applicable, all Options and any Shares issued under Options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Options were granted.

4.8 Other Restrictions.

The Plan is subject to the following provisions:

(a) Awards shall not entitle a Participant to any shareholder rights (including, without limitation, voting rights, dividend entitlement or rights on liquidation) until such time as underlying Shares are issued to such Participant; other than an accrual of Dividend Equivalents accepted by the Exchange;

(b) all Awards are non-assignable and non-transferable;

(c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation at any point in time (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4);

(d) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4);

(e) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under this Policy, any Companies that are wholly owned by that Person) shall not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4);

(f) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Consultant;

(g) Investor Relations Service Providers cannot receive any Award other than Options;

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(h) if a Participant’s heirs or administrators are entitled to any portion of an outstanding Award, the period in which they can make such claim shall not exceed one year from the Participant’s death;

(i) for Awards granted or issued to Employees, Consultants or Management Company Employees, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be;

(j) any Award granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee shall expire in accordance with the provisions of the Plan, but in any event, within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan;

(k) Awards shall not be granted to a U.S. Participant and no Shares shall be issued to a U.S. Participant upon exercise of any such Options unless such securities are registered under the U.S. Securities Act and any applicable state securities laws or an exemption from such registration is available. Any Awards issued to a U.S. Participant and any Shares issued upon exercise of Options thereof, pursuant to an exemption from registration under the U.S. Securities Act will be “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act);

(l) any certificate or instrument representing Awards granted to a U.S. Participant or Shares issued to a U.S. Participant upon exercise of Options pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws shall bear, unless registered with the SEC on a registration statement on the appropriate form, a legend restricting transfer under applicable United States federal and state securities laws substantially in the following form:

THE SECURITIES REPRESENTED HEREBY [For Options Include: AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING THESE SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF SYNTHOLENE ENERGY CORP. (FORMERLY GK RESOURCES LTD.) (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE

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CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

For Options include the following legend:

THE OPTIONS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE OPTIONS REPRESENTED HEREBY MAY NOT BE EXERCISED IN THE UNITED STATES OR BY, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON OR A PERSON IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES LAWS AND APPLICABLE STATE SECURITIES LAWS. AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS AScribed TO THEM IN REGULATIONS UNDER THE U.S. SECURITIES ACT.

4.9 Blackout Periods.

Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period. The following requirements are applicable to any such automatic extension provision:

(a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information;

(b) the automatic extension of the expiry date, redemption date or settlement date, as applicable, of a Participant's Award is not permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation's securities; and

(c) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

4.10 Adjustments in Authorized Shares.

Subject to the prior approval of the Exchange, in the event of any corporate event or transaction (each, a "Corporate Reorganization") (including, but not limited to, a change in the Shares of the Corporation or the capitalization of the Corporation) such as a merger, arrangement or amalgamation that does not constitute a Change of Control under Article 12, or a consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number or kind of shares that may be issued under the Plan, the number and kind of shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the number of Shares eligible to be issued hereunder, the

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limit on issuing Awards other than Options granted with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to this Plan, as are equitably necessary to prevent dilution or enlargement of Participants' rights under the Plan that otherwise would result from such Corporate Reorganization.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of Performance Goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be at the sole discretion of the Committee and shall be conclusive and binding on Participants under the Plan, provided that any such adjustments shall comply with the rules of any stock exchange or market upon which such Shares are listed or traded.

Subject to the provisions of Article 11 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may, subject to TSXV approval, and any shareholder approval, if applicable, authorize the issuance, assumption, substitution or conversion of Awards under this Plan in connection with any such corporate event or transaction, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

ARTICLE 5 ELIGIBILITY AND PARTICIPATION

5.1 Eligibility.

Only a Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or of any of its subsidiaries is eligible to participate in the Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards. If the Participant is a Company, excluding Participants that are Consultant Companies, it must provide the Exchange with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule "A" to Form 4G - Summary Form - Security Based Compensation, as provided for in Policy 4.4 - Security Based Compensation of the TSXV. Any Company to be granted an Award, other than a Consultant Company, must agree not to effect or permit any transfer of ownership or option of securities of the Company or to issue further shares of any class in the Company to any other individual or entity as long as the Security Based Compensation remains outstanding, except with the prior written consent of the TSXV.

5.2 Actual Participation.

Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Directors, Officers, Employees, Management Company Employees and Consultants of the Corporation or of any of its subsidiaries, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award in accordance with the Plan.

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ARTICLE 6

STOCK OPTIONS

6.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion, and subject to the terms of the Plan.

6.2 Additional Terms for Options.

The following provisions apply to all Option Awards:

(a) Options can be exercisable for a maximum of 10 years from the date of grant, subject to extension where the expiry date falls within a Blackout Period, as provided for in Section 4.9;

(b) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider; and

(c) disinterested Shareholder approval shall be obtained for any reduction in the Option Price of an Option, or the extension of the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment.

6.3 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement, substantially in the form attached as Exhibit A, or in such other form as the Committee may approve from time to time, that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

6.4 Option Price.

The Option Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The minimum Option Price of an Option shall not be less than the Discounted Market Price (as defined in the policies of the TSXV), provided that, if the Corporation does not issue a news release to announce the grant and the Option Price of an Option, the Discounted Market Price is the last closing price of the Shares before the date of grant of the Option less the applicable discount. A minimum Option Price cannot be established unless the Options are allocated to particular Persons.

6.5 Duration of Options.

Subject to Section 4.9 and Section 6.2(a), each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant.

6.6 Exercise of Options.

Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which

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need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

(a) a cashless exercise (a “Cashless Exercise”) mechanism, whereby:

(i) a sufficient number of the Shares issued upon exercise of the Options will be sold by a designated broker on behalf of and for the benefit of the Participant to satisfy the Option Price of the Options; and

(ii) the Option Price of the Options will be delivered to the Corporation and the Participant will receive only the remaining unsold Shares from the exercise of the Options and the net proceeds of the sale after deducting (A) the Option Price of the Options, (B) applicable taxes and (C) any applicable fees and commissions, all as determined by the Committee from time to time; or

(b) a net exercise (a “Net Exercise”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options (other than in respect of applicable taxes), and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:

(i) the product of the number of underlying Shares subject to the Options being exercised multiplied by the difference between the VWAP of the underlying Shares immediately preceding the exercise of the Options and the Option Price of the subject Options; by

(ii) the VWAP of the underlying Shares immediately preceding the exercise of the Options.

In the event of a Cashless Exercise or Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Corporation, must be included in calculating the applicable limits in Sections 4.1, 4.3, 4.4, 4.5, 4.8(c) and 4.8(d) of the Plan.

6.7 Payment.

Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Corporation or an agent designated by the Corporation in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. Subject to Sections 6.66.6(a) and 6.66.6(b), the Option Price upon exercise of any Option shall be payable to the Corporation in full either: (a) by certified cheque or wire transfer; or (b) by any other method approved or accepted by the Committee in its sole discretion subject to the rules of the Exchange and such rules and regulations as the Committee may establish. Subject to Section 6.8 and any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Shares, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable shares of the Corporation. As of the business day the Corporation receives such notice and such payment, the Participant (or the person claiming through him, as the case may be) shall be entitled to be entered on the share register of the Corporation as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate or evidence of book entry representing the said number of Shares. The Corporation shall cause to be delivered to or to the

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direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s) as soon as reasonably practicable following the issuance of such Shares.

6.8 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deem advisable, including, without limitation, requiring the Participant to hold the Shares acquired pursuant to exercise for a specified period of time, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed and/or traded.

6.9 Death and Termination of Service Agreement.

(a) Death: If a Participant dies while an Employee, Officer or Director of, or Consultant to, the Corporation or an Affiliate:

(i) the executor or administrator of the Participant’s estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date (as defined at Section 6.9(c) below);

(ii) the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date; and

(iii) such Participant’s eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.

(b) Termination of Service Agreement: Except as may otherwise be set out in a Participant’s Service Agreement (which shall have paramountcy over this clause) or an in Award Agreement, where a Participant’s employment or term of office or engagement terminates (for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then:

(i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:

(A) the date that is three months after the Termination Date; and

(B) the date on which the exercise period of the particular Option expires,

except as otherwise provided in the Participant’s employment contract or such date as is otherwise determined by the Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the Option Period or one year from the Termination Date,

(ii) any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date,

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(iii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate, as the case may be, provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date, and

(iv) notwithstanding 6.9(b)(i) and 6.9(b)(ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement or services arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

(c) For purposes of section 6.9, the term, “Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

(i) by reason of the Participant’s death, the date of death; or

(ii) for any reason whatsoever other than death, the date of the Participant’s last day actively at work for or actively engaged by the Corporation or the Affiliate, as the case may be; and for greater certainty “Termination Date” in any such case specifically does not mean the date on which any period of contractual notice or reasonable notice that the Corporation or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire.

6.10 Non-transferability of Options.

An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE 7
RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

7.2 Restricted Share Unit Agreement.

Each Restricted Share Unit grant shall be evidenced by an Award Agreement, substantially in the form attached as Exhibit B, or in such other form as the Committee may approve from time to time, that shall specify:

(a) the Period(s) of Restriction,

(b) the number of Restricted Share Units granted,

(d) any such other provisions as the Committee shall determine,

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provided that, no Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than three years, after the date of grant, except that the Committee may in its sole discretion provide for an alternate vesting schedule in the Award Agreement or may accelerate the vesting required by this Section 7.2 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

7.3 Non-transferability of Restricted Share Units.

The Restricted Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession or the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement and until the date of settlement through delivery or other payment, and any attempt to do so will cause such Restricted Share Units to be null and void. A vested Restricted Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of descent and distribution may redeem any vested Restricted Share Units in accordance with the provisions of Section 7.7.

7.4 Other Restrictions.

The Committee shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Share Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Restricted Share Units.

Restricted Share Units granted to outside directors vest, (a) at the election of an outside director at the time the award is granted, within a minimum of one (1) year to a maximum of three (3) years following the grant date, as such outside director may elect, and (b) if no election is made, upon the earlier of a Change of Control (as such term is defined in the Restricted Share Units Plan) or, subject to a minimum of one (1) year, his or her resignation from the Board.

To the extent deemed appropriate by the Committee, the Corporation may retain the certificates representing Shares delivered in settlement of Restricted Share Units, in the Corporation's possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

7.5 Shareholder Rights.

Restricted Share Units are not Shares and a grant of Restricted Share Units will not entitle a Participant to any shareholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

7.6 Dividends and Other Distributions.

Dividend Equivalents may, as determined by the Committee in its sole discretion, be awarded in respect of a Participant's unvested Restricted Share Units on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant in additional Restricted Share Units, the number of which shall be equal to the quotient obtained by dividing:

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(a) the product of (i) the number of unvested Restricted Share Units held by the Participant on the date that dividends are paid, multiplied by (ii) the dividend paid per Share, by;

(b) the VWAP of one Share calculated as of the date that the relevant dividend is paid.

Any additional Restricted Share Units credited to a Participant as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting and Restriction Period(s)) as the Restricted Share Units in respect of which such additional Restricted Share Units are credited and shall be deemed to have been awarded on the same date and subject to the same expiry date as the Restricted Share Units in respect of which such additional Restricted Share Units are credited.

Notwithstanding the foregoing, if there are not a sufficient number of Shares available for issuance of Awards in the applicable pool, then the Committee cannot make the decision to pay Dividend Equivalents in the form of additional Awards. Further, any additional Restricted Share Units credited to the Participant in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Restricted Share Units to which they relate. In the event that the Participant's applicable Restricted Share Units do not vest or are cancelled or otherwise expire, all Restricted Share Units credited as Dividend Equivalents, if any, associated with such Restricted Share Units will be immediately cancelled and forfeited to the Corporation without payment.

7.7 Death and other Termination of Employment.

(a) Death – If a Participant dies while an Employee, Officer or Director of, or Consultant to, the Corporation or an Affiliate:

(i) any Restricted Share Units held by the Participant that have not vested as at the Termination Date (as defined at Section 7.7(c) below) shall be deemed to have vested immediately prior to the Termination Date;

(ii) any Restricted Share Units held by the Participant that have vested (including Restricted Share Units vested in accordance with Section 7.7(a)(i)) as at the Termination Date (as defined at Section 7.7(c) below), shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement; and

(iii) such Participant’s eligibility to receive further grants of Restricted Share Units under the Plan ceases as of the Termination Date.

(b) Termination other than Death – Unless determined otherwise by the Committee, or as may otherwise be set out in a Participant’s employment agreement or the Award Agreement governing the Restricted Share Units (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:

(i) any Restricted Share Units held by the Participant that have vested before the Termination Date (as defined at Section 7.7(c) below) shall be paid to the Participant. Any Restricted Share Units held by the Participant that are not yet vested at the Termination Date (as defined at Section 7.7(c) below) will be immediately cancelled and forfeited to the Corporation on the Termination Date;

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(ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and

(iii) notwithstanding Section 7.7(b)(i), unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

(c) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.

(d) For purposes this Section, the term, “Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

(i) by reason of the Participant’s death, the date of death;

(ii) by reason of termination for Cause, resignation by the Participant, the Participant’s last day actively at work for or actively engaged by the Corporation or an Affiliate;

(iii) for any reason whatsoever other than death, termination for Cause, the later of the (A) date of the Participant’s last day actively at work for or actively engaged by the Corporation or the Affiliate, and (B) the last date of the Notice Period; and

(iv) the resignation of a Director and the expiry of a Director’s term on the Board without re-election (or nomination for election) shall each be considered to be a termination of his or her term of office.

7.8 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units (including Restricted Share Units credited as Dividend Equivalent Rights) become vested, such Restricted Share Units (“Vested RSUs”) shall be settled as soon as reasonably practicable following the Vesting Date and, in any event, notwithstanding any other provision of this Plan, no payment, whether in cash or Shares, shall be made in respect of the settlement of any Vested RSU on a date that is later than December 31 of the calendar year which is three years following the end of the year (or first of the years) in which the Participant performed the services to which the Award Agreement relates. Unless the Award Agreement specifies otherwise, the Corporation shall settle each Vested RSU then being settled by means of:

(a) a cash payment equal to the FMV on the Vesting Date of a Share;

(b) the issuance of a Share from treasury; or

as determined by the Committee at its sole discretion and subject to any tax withholding obligations in accordance with Section 0.

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ARTICLE 8

DEFERRED SHARE UNITS

8.1 Grant of Deferred Share Units.

(a) Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may (i) designate Participants who may receive Deferred Share Units under the Plan, (ii) fix the number of Deferred Share Units, if any, which may be granted to a particular Participant, and (iii) determine any other terms and conditions applicable to the grant of Deferred Share Units.

(b) The Committee shall only designate Participants for purposes of this Section 8.1 who are directors, officers or employees of the Corporation or a corporation related to the Corporation for purposes of the ITA.

(c) As soon as reasonably practicable after designating a Participant as eligible to receive Deferred Share Units, the Committee shall provide such designated Participant notice in writing of the designation.

(d) At least ten (10) days prior to the commencement of a particular year, a designated Participant may enter into an agreement (a “DSU Agreement”) with the Corporation (or corporation related to the Corporation that employs the designated Participant) in respect of such upcoming year to cause the Participant to receive a portion of their cash remuneration payable for services to be provided during the particular year in the form of Deferred Share Units.

(e) A DSU Agreement made with the Corporation in respect to a particular year is irrevocable, except if a designated Participant has entered into a prior DSU Agreement in respect of an upcoming year (which has not yet commenced) and the designated Participant and the Corporation enter into a subsequent DSU Agreement in respect of the upcoming year in the form, manner and time prescribed under this Section 8.1, in which case the prior DSU Agreement shall be rescinded in respect of the upcoming year (or years) only and such upcoming year (or years) shall instead be subject to the subsequent DSU Agreement.

8.2 DSU Agreement.

Each DSU Agreement, substantially in the form attached as Exhibit C, or in such other form as the Committee may approve from time to time, shall contain and additional terms or conditions applicable to the granted Deferred Share Units, including any terms that the Committee considers necessary in order for the Deferred Share Units not to be considered a “salary deferral arrangement”, as defined in the ITA, by reason of the exception to the “salary deferral arrangement” definition described in paragraph 6801(d) of the regulations to the ITA.

8.3 Value of Deferred Share Units.

Deferred Share Units elected to be received by a designated Participant pursuant to Section 8.1 shall be credited to the designated Participant’s DSU Account as of the applicable Conversion Date. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited to a designated Participant’s DSU Account as of a particular Conversion Date pursuant to this Section 8.3 shall be determined by dividing the relevant portion of that designated Participant’s cash remuneration for the applicable period to be satisfied by Deferred Share Units by the Fair Market Value of a Share on the particular Conversion Date.

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Deferred Share Units credited to a designated Participant under Section 8.1(a), together with any additional Deferred Share Units granted in respect thereof under Section 8.8, may be subject to vesting criteria as described in the relevant DSU Agreement.

8.4 Redemption of Deferred Share Units.

(a) No amount may be received in respect of a Deferred Share Unit until after the Termination Date of the Participant. For the purposes of this Article 8, “Termination Date” means the earliest to occur of the following dates (each a “Termination Event”):

(i) the date of the Participant’s death;

(ii) the date on which a Participant ceases to hold any position as a director, officer or Employee with the Corporation or any related entity, and, for greater certainty, shall not be before the time of the Participant's retirement from, or loss of, such office or employment with the Corporation or any related entity under applicable law.

(b) Termination Event for Cause – If the Termination Date of a Participant occurs as a result of a termination of a Participant for Cause, all outstanding Deferred Share Units credited to such DSU Account (whether or not vested) shall be forfeited and cancelled immediately, and the Participant shall have no entitlement to receive any payment in respect of such forfeited Deferred Share Units, by way of damages, pay in lieu of notice or otherwise.

(c) Termination Event otherwise than for Cause – If the Termination Date of a Participant occurs as a result of the death of a Participant, all Deferred Share Units credited to such Participant’s DSU Account at such time that have not yet vested pursuant to the terms of this Plan shall be deemed to vest in the moment immediately prior to the Participant’s death. As soon as reasonably practicable after the Termination Date of a Participant for a reason other than Cause, or as the Participant may elect under Section 8.4(d), and in any event, no later than December 15 of the first calendar year commencing after the Termination Date the Corporation shall redeem and fully settle each Deferred Share Unit in respect of which all vesting and other conditions to redemption and settlement have been met, deemed to have been met or waived by the Committee on or before the Termination Date (such settlement date being a “Redemption Date”).

(d) If the Termination Date of a Participant occurs for a reason other than Cause, except as otherwise provided in the Plan, after the Termination Date, the Participant (or their estate) may elect up to three separate Redemption Dates as of which either a portion (specified in whole percentages) or all of the value of the Participant's Deferred Share Units shall be redeemed and settled, by filing with the Corporation, following such Participant’s Termination Date, in the form and manner specified by the Committee up to three irrevocable written elections, provided that the elected Redemption Dates are no later than December 15 of the first calendar year commencing after the Participant's Termination Date.

(e) Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such redeemed Deferred Share Units for a specified period of time.

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8.5 Non-transferability of Deferred Share Units.

The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

8.6 Designated Participant’s DSU Account

The Corporation or a related Corporation shall keep or cause to be kept a DSU Account which records, at all times, the number of Deferred Share Units standing to the credit of the Participant including any vesting conditions associated therewith. Absent manifest error such DSU Account shall be considered conclusively determinative of all information contained therein. Deferred Share Units that fail to vest in a Participant or that are redeemed and paid out in accordance with this Plan shall be cancelled and shall cease to be recorded in the Participant’s DSU Account as of the date on which such Deferred Share Units are forfeited or cancelled under the Plan or are redeemed and paid out, as the case may be. At least annually, the Corporation shall provide or cause to be provided to each designated Participant a written confirmation of the balance in the designated Participant’s DSU Account.

8.7 Adjustments and Reorganizations

Notwithstanding any other provision of the Plan, in the event of any change in the Shares by reason of any stock dividend, split, recapitalization, reclassification, amalgamation, arrangement, merger, consolidation, combination or exchange of Shares or distribution of rights to holders of Shares or any other form of corporate reorganization whatsoever, an equitable adjustment permitted under Applicable Law shall be made to any Deferred Share Units then outstanding. Such adjustment shall be made at the sole discretion Committee, subject to Applicable Law, with the intent that (1) any adjustment shall not cause the Deferred Share Units to become a “salary deferral arrangement”, as defined in the ITA, and (2) any adjustment shall cause the aggregate dollar value of the Deferred Share Units immediately before the relevant corporate event to be equal to the aggregate dollar value immediately after the relevant corporate event.

8.8 Dividend Equivalents

Prior to a Participant’s Termination Date, Dividend Equivalents may, as determined by the Committee in its sole discretion, be awarded in respect of a Participant’s Deferred Share Units on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant in additional Deferred Share Units, the number of which shall be equal to the quotient obtained by dividing:

(a) the product of (i) the number of Deferred Share Units held by the Participant on the date that dividends are paid, multiplied by (ii) the dividend paid per Share, by;

(b) the VWAP of one Share calculated as of the date that the relevant dividend is paid.

Any additional Deferred Share Units credited to a Participant as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting as the Deferred Share Units in respect of which such additional Deferred Share Units are credited.

Notwithstanding the foregoing, if there are not a sufficient number of Shares available for issuance of Awards in the applicable pool, then the Committee cannot make the decision to pay Dividend Equivalents in the form of additional Awards. Further, any additional Deferred Share Units credited to the Participant in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Deferred Share Units to which they relate. In the event that the Participant's applicable Deferred Share Units do not vest or are cancelled or otherwise expire, all Deferred

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Share Units credited as Dividend Equivalents, if any, associated with such Deferred Share Units will be immediately cancelled and forfeited to the Corporation without payment.

8.9 Shareholder Rights.

Deferred Share Units are not Shares and a grant of Deferred Share Units will not entitle a Participant to any shareholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

ARTICLE 9 PERFORMANCE SHARE UNITS

9.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Share Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Performance Share Units shall vest earlier than one year after the date of grant or later than three years after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 9.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control. Each grant of Performance Share Units shall be evidenced by an Award Agreement, substantially in the form attached as Exhibit D, or in such other form as the Committee may approve from time to time.

9.2 Value of Performance Share Units.

Each Performance Share Unit shall give the Participant the right to receive a Share or a cash payment in an amount equal to the FMV of a Share at the end of the applicable Performance Period, subject to the terms, vesting criteria and Performance Goals of the relevant Performance Share Unit as established by the Committee and set forth in the Award Agreement. The Committee shall have the sole discretion to decide whether a Performance Share Units are settled in cash, Shares or a combination thereof.

9.3 Earning of Performance Share Units.

The Committee shall have sole discretion to determine the extent to which the Performance Goals in respect of a particular Performance Share Unit have been achieved.

9.4 Form and Timing of Payment of Performance Share Units.

If Performance Share Unit (including a Performance Share Unit credited as a Dividend Equivalent Right) become vested and the applicable Performance Goals have been met on or before the end of the Performance Period, such Performance Share Units ("Vested PSUs") shall be settled as soon as reasonably practicable following the end of the applicable Performance Period and, in any event, notwithstanding any other provision of this Plan, no payment, whether in cash or Shares, shall be made in respect of the settlement of any Vested PSU on a date that is later than December 31 of the calendar year which is three years following the end of the year (or first of the years) in which the Participant performed the services to which the Award Agreement relates. Unless the Award Agreement specifies otherwise, the Corporation shall settle each Vested PSU then being settled by means of:

(a) a cash payment equal to the FMV on the Vesting Date of a Share;

(b) the issuance of a Share from treasury; or

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as determined by the Committee at its sole discretion and subject to any tax withholding obligations in accordance with Section 0. Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

9.5 Dividends and Other Distributions.

Dividend Equivalents may, as determined by the Committee in its sole discretion, be awarded in respect of a Participant’s Performance Share Units on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant in additional Performance Share Units, the number of which shall be equal to the quotient obtained by dividing:

(a) the product of (i) the number of Performance Share Units held by the Participant on the date that dividends are paid, multiplied by (ii) the dividend paid per Share, by;

(b) the VWAP of one Share calculated as of the date that the relevant dividend is paid.

Any additional Performance Share Units credited to a Participant as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting, Performance Goals, Performance Period and Restriction Period(s)) as the Performance Share Units in respect of which such additional Performance Share Units are credited and shall be deemed to have been awarded on the same date and subject to the same expiry date as the Performance Share Units in respect of which such additional Performance Share Units are credited.

Notwithstanding the foregoing, if there are not a sufficient number of Shares available for issuance of Awards in the applicable pool, then the Committee cannot make the decision to pay Dividend Equivalents in the form of additional Awards. In the event that the Participant's applicable Performance Share Units do not vest or are cancelled or otherwise expire, all Performance Share Units credited as Dividend Equivalents, if any, associated with such Performance Share Units will be immediately cancelled and forfeited to the Corporation without payment.

9.6 Death and other Termination of Employment.

(a) Death – If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:

(i) the number of Performance Share Units held by the Participant that have not vested shall be adjusted as set out in the applicable Award Agreement (collectively referred to in this Section 9.6 as “Deemed Awards”);

(ii) any Deemed Awards shall be deemed to vest in the moment immediately prior to the death of the Participant;

(iii) the Performance Period in respect of any Performance Share Units held by the Participant that have vested at the time of Death (including Deemed Awards vested in accordance with Section 9.6(a)(i)) shall be deemed to end immediately upon the Death of the Participant and shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;

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(iv) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and

(v) such Participant’s eligibility to receive further grants of Performance Share Units under the Plan ceases as of the Termination Date (as defined at Section 9.6(c) below).

(b) Termination other than Death – Unless determined otherwise by the Committee, or as may otherwise be set out in a Participant’s employment agreement or the Award Agreement governing the Performance Share Units (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:

(i) the Performance Period in respect of any Performance Share Units held by the Participant that have vested before the Termination Date shall be deemed to end immediately upon the Termination Date of the Participant and shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement, and any Performance Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date;

(iii) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and

(iv) unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Performance Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an Employee of the Corporation or an Affiliate.

9.7 Non-transferability of Performance Share Units.

Performance Share Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, a Participant’s rights under the Plan shall inure during such Participant’s lifetime only to such Participant.

9.8 Shareholder Rights.

Performance Share Units are not Shares and a grant of Performance Share Units will not entitle a Participant to any shareholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

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ARTICLE 10

BENEFICIARY DESIGNATION

10.1 Beneficiary.

A Participant’s “beneficiary” is the person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. A Participant may designate a beneficiary or change a previous beneficiary designation at such times as prescribed by the Committee and by using such forms and following such procedures approved or accepted by the Committee for that purpose. If no beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the beneficiary shall be the Participant’s estate.

10.2 Discretion of the Committee.

Notwithstanding the provisions above, the Committee may, in its discretion, after notifying the affected Participants, modify the foregoing requirements, institute additional requirements for beneficiary designations, or suspend the existing beneficiary designations of living Participants or the process of determining beneficiaries under this Article 10, or both, in favor of another method of determining beneficiaries.

ARTICLE 11

RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

11.1 Employment or Other Engagement.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Corporation or an Affiliate to terminate any Participant’s employment, consulting or other service relationship with the Corporation or an Affiliate at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Corporation or an Affiliate.

Neither an Award nor any benefits arising under this Plan shall constitute part of an employment or service contract with the Corporation or an Affiliate, and, accordingly, subject to the terms of this Plan, this Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Corporation or an Affiliate for severance payments or otherwise, except as provided in this Plan.

For purposes of the Plan, unless otherwise provided herein or by the Committee, a transfer of employment of a Participant between the Corporation and an Affiliate or among Affiliates, shall not be deemed a termination of employment. Leaves of absence which at law have guaranteed rights to re-employment shall also not be deemed to be a termination of employment.

11.2 Participation.

No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

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11.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of Shares, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

ARTICLE 12 CHANGE OF CONTROL

12.1 Accelerated Vesting and Payment.

(a) Subject to the provisions of Section 12.2 or as otherwise provided in the Plan or the Award Agreement, in the event of a proposed Change of Control, the Committee shall have the discretion to unilaterally accelerate the vesting of or the Performance Period applicable to, and waive Performance Goals or other conditions applicable to outstanding Restricted Share Units, Performance Share Units or Options in order to assist Participants to tender into a takeover bid or participate in any other transaction causing a Change of Control. For greater certainty, in the event of a takeover-bid or any other transaction leading to a Change of Control, the Committee shall have the power, in its sole discretion to:

(i) provide that any or all Restricted Share Units, Performance Share Units, Deferred Share Units or Options shall terminate upon the occurrence of the Change of Control;

(ii) permit Participants to conditionally exercise or redeem vested Restricted Share Units, Performance Share Units or Options at such time or times as is necessary to allow Participants to tender into or participate in the Change of Control;

(iii) deem any exercise or redemption that was conditional on the consummation of the Change of Control to be null, void and of no effect; and

(iv) reinstate the original terms of any applicable to Restricted Share Units, Performance Share Units or Options that were subject to conditional exercise or redemption in the event that the consummation of the Change of Control not occur.

(b) If the Corporation completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control a Participant who was also an officer or employee of the Corporation prior to the Change of Control has their employment agreement terminated, then:

(i) all unvested Options granted to such Participant shall immediately vest and become exercisable, and remain open for exercise until the earlier of (A) their expiry date as set out in the applicable Award Agreement, and (B) the date that is 90 days after such termination or dismissal; and

(ii) all unvested Restricted Share Units and Performance Share Units of the Participant shall become vested, and the date immediately prior to such Participant's Termination Date shall be deemed to the Vesting Date and the end of the applicable Performance Period.

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12.2 Alternative Awards.

Subject to TSXV approval, in order for new rights to be substituted for an Award (an “Alternative Award”) in respect of a Change of Control, the Committee must reasonably determine in good faith prior to the occurrence of a Change of Control that such Alternative Award must:

(a) be based on stock which is traded on a recognized stock exchange;

(b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;

(c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;

(d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and

(e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

12.3 Federal Excise Tax Under Section 4999 of the Code.

(a) Excess Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an "excess parachute payment" under Section 280G of the Code, then, provided such election would not subject the Participant to taxation under Section 409A, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization.

(b) Determination by Tax Firm. To aid the Participant in making any election called for under Section 12.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an "excess parachute payment" to the Participant as described in Section 12.3(a), the Company shall request a determination in writing by the professional firm engaged by the Company for general tax purposes, or, if the tax firm so engaged by the Company is serving as accountant or auditor for the Acquirer, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section (the "Tax Firm"). As soon as practicable thereafter, the Tax Firm shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Tax Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Tax Firm such information and documents as the Tax Firm may reasonably request in order to make its required determination. The Company shall bear all fees and expenses the Tax Firm charges in connection with its services contemplated by this Section.

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ARTICLE 13

AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

13.1 Amendment, Modification, Suspension and Termination.

(a) Except as set out in clauses (b) and (c) below, and as otherwise provided by law, or Exchange rules, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part, without notice to, or approval from, shareholders, including, but not limited to for the purposes of:

(i) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law, as a “housekeeping” matter or in order to conform the Plan with applicable law (including the application of Section 409A of the United States Internal Revenue Code of 1986, as amended to U.S. Participants in respect of an Award,); or

(ii) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error;

(b) the Committee shall not utilize its authority under this Section 13.1 to alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant except as expressly permitted by another provision of the Plan;

(c) the following amendments to the Plan shall require the prior approval of the Corporation’s shareholders, other than, in respect of the amendments contemplated under Sections 13.1(c)(i)-(iii) below, those carried out pursuant to Section 4.10 hereof:

(i) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Corporation or one of its Affiliates;

(ii) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan;

(iii) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Corporation;

(iv) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise; or

(v) Any amendment to the amendment provisions of the Plan under this Section 13.1.

(d) Notwithstanding the foregoing, amendments to the terms of the Plan or to grants or issuances of Awards hereunder will be subject to the approval of the TSXV and to shareholder approval, as required by Policy 4.4 and other applicable policies of the TSXV.

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13.2 Awards Previously Granted.

Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 14 WITHHOLDING

14.1 Withholding.

Notwithstanding any other provision of this Plan, any Award Agreement hereunder or the terms of any employment or service contract of a Participant, the Corporation or any Affiliate shall be authorized to deduct or withhold from any amount payable by the Corporation or any Affiliate to a Participant (under the Plan or otherwise) as the Corporation or any Affiliate may be required to deduct or withhold under applicable law (“Withholding Tax”). The Committee may grant the option to a Participant to satisfy Withholding Tax requirements on such terms and conditions as the Committee may determine in its sole discretion by: (i) having the Corporation withhold and sell, for and on behalf of the Participant, Shares issued hereunder (including a Cashless Exercise or Net Exercise as described herein); or (ii) requiring the Participant to, as a condition of exercise or redemption of an Award, make such other arrangements, including the delivery of cash or the sale of Shares, as the Committee specifies.

14.2 Acknowledgement.

Participant acknowledges and agrees that the ultimate liability for all taxes payable by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Corporation. Participant further acknowledges that the Corporation: (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant’s liability for taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Corporation may be required to withhold or account for taxes in more than one jurisdiction. The Participant acknowledges and agrees that the Participant is solely responsible for making all filings which may be required with any tax or governmental authorities with respect to any Awards granted hereunder and any taxes payable in connection therewith.

The Participant acknowledges and agrees that the Corporation makes no representation or warranty as to the future market value of any Award or Share and, for greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no other Award will be granted to such Participant to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

ARTICLE 15 COMPLIANCE WITH SECTION 409A

15.1 Awards Subject to Section 409A.

The Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply with Section 409A, and the Plan shall be so construed. The provisions of this Section 15.3 shall apply to any Award or portion thereof that constitutes or provides for payment of Section 409A Deferred Compensation. Such Awards may include, without limitation:

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(a) An Option that includes any feature for the deferral of compensation other than the deferral of recognition of income until the later of (i) the exercise or disposition of the Award or (ii) the time the Shares acquired pursuant to the exercise of the Award first becomes substantially vested.

(b) Any RSU, PSU, Cash-Based Award or other Shares based Award that either (i) provides by its terms for settlement of all or any portion of the Award at a time or upon an event that will or may occur later than the end of the Short-Term Deferral Period (as defined below) or (ii) permits the Participant granted the Award to elect one or more dates or events upon which the Award will be settled after the end of the Short-Term Deferral Period.

(c) Subject to the provisions of Section 409A, the term "Short-Term Deferral Period" means the 2½ month period ending on the later of (i) the 15th day of the third month following the end of the Participant's taxable year in which the right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company's taxable year in which the right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term "substantial risk of forfeiture" shall have the meaning provided by Section 409A.

15.2 Deferral and/or Distribution Elections.

Except as otherwise permitted or required by Section 409A, the following rules shall apply to any compensation deferral and/or payment elections (each, an "Election") that may be permitted or required by the Committee pursuant to an Award providing Section 409A Deferred Compensation:

(a) Elections must be in writing and specify the amount of the payment in settlement of an Award being deferred, as well as the time and form of payment as permitted by this Plan.

(b) Elections shall be made by the end of the Participant's taxable year prior to the year in which services commence for which an Award may be granted to the Participant.

(c) Elections shall continue in effect until a written revocation or change in Election is received by the Company, except that a written revocation or change in Election must be received by the Company prior to the last day for making the Election determined in accordance with paragraph 15.2 above or as permitted by Section 18.1.

15.3 Subsequent Elections.

Except as otherwise permitted or required by Section 409A, any Award providing Section 409A Deferred Compensation which permits a subsequent Election to delay the payment or change the form of payment in settlement of such Award shall comply with the following requirements:

(a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made.

(b) Each subsequent Election related to a payment in settlement of an Award not described in Section 15.4(a)(ii), 15.4(a)(iii) or Section 15.4(a)(vi) must result in a delay of the payment for a period of not less than five (5) years from the date on which such payment would otherwise have been made.

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(c) No subsequent Election related to a payment pursuant to Section 15.4(a)(iv) shall be made less than twelve (12) months before the date on which such payment would otherwise have been made.

(d) Subsequent Elections shall continue in effect until a written revocation or change in the subsequent Election is received by the Company, except that a written revocation or change in a subsequent Election must be received by the Company prior to the last day for making the subsequent Election determined in accordance the preceding paragraphs of this Section 15.3.

15.4 Payment of Section 409A Deferred Compensation.

(a) Permissible Payments. Except as otherwise permitted or required by Section 409A, an Award providing Section 409A Deferred Compensation must provide for payment in settlement of the Award only upon one or more of the following:

(i) the Participant’s “separation from service” (as defined by Section 409A);

(ii) the Participant’s becoming “disabled” (as defined by Section 409A);

(iii) the Participant’s death;

(iv) a time or fixed schedule that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 15.2 or 15.3, as applicable;

(v) a change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 409A; or

(vi) the occurrence of an “unforeseeable emergency” (as defined by Section 409A).

(b) Installment Payments. It is the intent of this Plan that any right of a Participant to receive installment payments (within the meaning of Section 409A) shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.

(c) Required Delay in Payment to Specified Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, except as otherwise permitted by Section 409A, no payment pursuant to Section 15.4(a)(i) in settlement of an Award providing for Section 409A Deferred Compensation may be made to a Participant who is a “specified employee” (as defined by Section 409A) as of the date of the Participant’s separation from service before the date (the “Delayed Payment Date”) that is six (6) months after the date of such Participant’s separation from service, or, if earlier, the date of the Participant’s death. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.

(d) Payment Upon Disability. All distributions of Section 409A Deferred Compensation payable pursuant to Section 15.4(a)(ii) by reason of a Participant becoming disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s Election. If the Participant has made no Election with respect to distributions of Section

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409A Deferred Compensation upon becoming disabled, all such distributions shall be paid in a lump sum upon the determination that the Participant has become disabled.

(e) Payment Upon Death. If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distributions of Section 409A Deferred Compensation upon death, all such distributions shall be paid in a lump sum upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death.

(f) Payment Upon Change in Control. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. Any Award which constitutes Section 409A Deferred Compensation and which would vest and otherwise become payable upon a Change in Control as a result of the failure of the Acquirer to assume, continue or substitute for such Award in accordance with Section 13.1(b) shall vest to the extent provided by such Award but shall be converted automatically at the effective time of such Change in Control into a right to receive, in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule (or as required by Section 15.4(c)), an amount or amounts equal in the aggregate to the intrinsic value of the Award at the time of the Change in Control.

(g) Payment Upon Unforeseeable Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award providing for Section 409A Deferred Compensation for payment pursuant to Section 15.4(a)(vi) in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an unforeseeable emergency. In such event, the amount(s) distributed with respect to such unforeseeable emergency cannot exceed the amounts reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such emergency need is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Award. All distributions with respect to an unforeseeable emergency shall be made in a lump sum upon the Committee's determination that an unforeseeable emergency has occurred. The Committee's decision with respect to whether an unforeseeable emergency has occurred and the manner in which, if at all, the payment in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

(h) Prohibition of Acceleration of Payments. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, this Plan does not permit the acceleration of the time or schedule of any payment under an Award providing Section 409A Deferred Compensation, except as permitted by Section 409A.

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(i) No Representation Regarding Section 409A Compliance. Notwithstanding any other provision of the Plan, the Company makes no representation that Awards shall be exempt from or comply with Section 409A. No Participating Company shall be liable for any tax, penalty or interest imposed on a Participant by Section 409A.

ARTICLE 16
SUCCESSORS

16.1 Successors.

Rights and obligations under the Plan may be assigned by the Corporation (without the consent of Participants) to a successor in the business of the Corporation, any Company resulting from any amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any Company acquiring all or substantially all of the assets or business of the Corporation. Any obligations of the Corporation or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Corporation or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Corporation or Affiliate, as applicable.

ARTICLE 17
GENERAL PROVISIONS

17.1 Legend.

The certificates for Shares may include any legend required by this Plan, by applicable laws or stock exchange policies, or that the Committee deems appropriate from time to time to reflect any restrictions on transfer of such Shares.

17.2 Delivery of Title.

The Corporation shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Corporation determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Corporation determines to be necessary or advisable.

17.3 Investment Representations.

The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares, and to make such other representations or certifications as may be required by law or reasonable in the circumstances.

17.4 Uncertificated Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange.

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17.5 Unfunded Plan.

Participants shall have no right, title or interest whatsoever in or to any investments that the Corporation or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Corporation, except that if an Affiliate executes an Award Agreement instead of the Corporation the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Corporation. To the extent that any individual acquires a right to receive payments from the Corporation or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Corporation or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Corporation or Affiliate, as applicable, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

17.6 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

17.7 Other Compensation and Benefit Plans.

Nothing in this Plan shall be construed to limit the right of the Corporation or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant's rights under any such other plan, policy, program or arrangement.

17.8 No Constraint on Corporate Action.

Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Corporation's or an Affiliate's right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Corporation or an Affiliate to take any action which such entity deems to be necessary or appropriate.

17.9 Compliance with Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable. To the extent that the laws of any other jurisdiction may apply to the grant of any Award or the issuance of Shares underlying such Awards, the Awards and underlying Shares may only be issued in compliance with such applicable laws and subject to the availability of prospectus or registration exemptions as may be required.

ARTICLE 18

LEGAL CONSTRUCTION

18.1 Gender and Number.

Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

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18.2 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

18.3 Requirements of Law.

The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Corporation or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Corporation or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation or an Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation or Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18.4 Governing Law.

The Plan and each Award Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of British Columbia.

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EXHIBIT A

FORM OF OPTION AGREEMENT

[To include if US Participant, remove if not] THE OPTIONS AND THE OPTIONED SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL _, 20_ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT]

OPTION AGREEMENT

Notice is hereby given that, effective this __ day of __, _ (the “Effective Date”) Syntholene Energy Corp. (the “Corporation”) has granted to ____ (the “Participant”), stock options (“Options”) to acquire ____ common shares of the Corporation (the “Optioned Shares”) up to 4:30 p.m. Pacific Time on the __ day of __, _ (the “Expiry Date”) at an exercise price of CDN$ _____ per Optioned Share (the “Exercise Price”) pursuant to the Corporation’s Omnibus Equity Incentive Compensation Plan, as may be amended and superseded from time to time (the “Plan”). Capitalized terms used and not otherwise defined in this Option Agreement shall have the meanings set forth in the Plan.

Optioned Shares may be acquired as follows:

(a) [insert vesting provisions, if applicable]; and
(b) [insert hold period when required].

By signing this Option Agreement, the Participant:

(a) represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization entitled to receive Optioned Shares; and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant acquiring the Optioned Shares for the benefit of a person in the United States or a U.S. Person, or (B) an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant has provided evidence satisfactory to the Corporation to such effect. The Corporation may condition awards and elections under the Plan upon receiving from the undersigned such

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representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable U.S. state securities laws as is satisfactory to the Corporation, acting in its sole discretion, including but not limited to the Supplemental Acknowledgement and Agreement attached hereto as Schedule "A";

(b) acknowledges that the Plan is subject to the approval of the shareholders of the Corporation, and that the Options represented hereby shall not vest until the later of: (i) the day following receipt of shareholder approval and, if required, Exchange (as defined below) approval of Plan; (ii) any other vesting date as provided for herein.

(c) acknowledges that they have received a copy of the Plan, have read and understand the Plan, and agree with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this Option Agreement (subject to any specific variations contained in this Option Agreement);

(d) agrees that, subject to the terms of the Plan, to exercise any vested Options, the Participant must deliver to the Corporation, prior to the Expiry Date, a duly completed notice in the form attached as Schedule “B” to this Option Agreement (the “Option Exercise Notice”) specifying the number of Optioned Shares the Participant wishes to acquire. The Option Exercise Notice must be accompanied by: (i) payment of the aggregate Exercise Price for such Optioned Shares by wire transfer, e-transfer, certified cheque, or bank draft payable to the Corporation, unless and as otherwise required under a Cashless Exercise and/or Net Exercise in accordance with the Plan; and (ii) payment of any applicable withholding tax, if required under the Plan. Upon receipt of the Option Exercise Notice, payment of the Exercise Price, and any required withholding tax, a share certificate representing the Optioned Shares so acquired (or electronic confirmation through a direct registration system or other book-entry system) shall be issued by the Corporation’s transfer agent as soon as practicable thereafter;

(e) agrees that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of applicable securities legislation, the certificates representing the Optioned Shares, and all certificates issued in exchange therefor or in substitution thereof will bear the legends set out below in addition to any other legends that may be required to be endorsed thereon:

(f) agrees that upon receipt of the Option Exercise Notice, payment of the Exercise Price, and any required withholding tax, a share certificate representing the Optioned Shares so acquired (or electronic confirmation through a direct registration system or other book-entry system) shall be issued by the Corporation’s transfer agent as soon as practicable thereafter.

Syntholene Energy Corp. (formerly GK Resources Ltd.)
Omnibus Equity Incentive Compensation Plan

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(g) acknowledges that: (i) they are not relying on the Corporation for any tax advice; (ii) they have had an adequate opportunity to obtain advice of independent tax counsel; and (iii) they have either obtained such advice with respect to the grant or have elected not to do so;

(h) acknowledges that the Options are subject to certain terms and conditions relating to the Participant’s status and understands that if they cease to be a Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization pursuant to the terms of the Plan, the Options will be cancelled or forfeited in accordance with the terms of the Plan or as otherwise as determined by the board of directors of the Corporation;

(i) acknowledges that they are responsible for paying any applicable taxes and withholding taxes arising from the settlement of any Option and that they may suffer tax consequences as a result of the grant of these Options, the exercise of the Options and the disposition of Optioned Shares;

(j) agrees that the Options do not carry any voting rights;

(k) understands and acknowledges that the value of Options is based on the value of the common shares of the Corporation (each, a “Common Share”) and therefore is not guaranteed; and

(l) acknowledges that their participation in the Plan is voluntary and has not been induced as a condition of employment or engagement, or continued employment or engagement.

By signing this Option Agreement, the undersigned also provides its express written consent to:

(a) the disclosure of Personal Information (as defined below) by the Corporation to the TSX Venture Exchange or another recognized stock exchange on which the Common Shares are or will be listed (each, an “Exchange”) with respect to any and all forms required to be filed by the Corporation with such Exchange with respect to the grant of these Options; and

(b) provided that the Common Shares are listed on an Exchange, the collection, use and disclosure of Personal Information by such Exchange for the purposes described in the policies of the Exchange, or as otherwise identified by the Exchange, from time to time.

“Personal Information” means any information about an identifiable individual, and includes the information contained in any materials to be filed by the Corporation with the respective Exchange that the Corporation is or will be listed on.

This Option Agreement and the Options evidenced hereby are not assignable, transferable, or negotiable and are subject to the detailed terms and conditions of the Plan. In the event of any conflict between the provisions of this Option Agreement and the Plan, or in the case of any dispute with respect to any matter hereunder, the provisions of the Plan and the records of the Corporation shall prevail. This Option Agreement is also subject to the terms and conditions of any schedules attached hereto, if applicable.

This Option Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures may be delivered electronically, including by facsimile, Docusign, or via electronic signature, and any such electronic execution or delivery shall be deemed to have the same legal effect as an original signature.

Syntholene Energy Corp. (formerly GK Resources Ltd.)

Omnibus Equity Incentive Compensation Plan

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SYNTHOLENE ENERGY CORP.

Authorized Signatory

Signature of Participant

Name of Participant

Address of Participant

Syntholene Energy Corp. (formerly GK Resources Ltd.)

Omnibus Equity Incentive Compensation Plan

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SCHEDULE “A”

SUPPLEMENTAL ACKNOWLEDGMENT AND AGREEMENT

(U.S. PARTICIPANTS)

Terms used in this notice that are defined in the Option Agreement have corresponding meanings.

The grant of the Options evidenced hereby is made subject to the terms and conditions of the Plan and the Option Agreement, the terms and conditions of which are hereby incorporated herein.

Neither the Options nor the Optioned Shares of the Corporation have been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. The Optioned Shares may not be exercised in the United States unless registered under the U.S. Securities Act or an exemption from such registration requirement is available. Any Optioned Shares issued to the Participant in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

[Participant initial]

The Participant acknowledges that the Options and any Optioned Shares received by him or her upon exercise of any of the Options have not been registered under the U.S. Securities Act or any state securities laws (collectively, the "Securities Acts"). The Participant acknowledges and understands that the Corporation is under no obligation to register, under the Securities Acts, the Options or the Optioned Shares received by them or to assist them in complying with any exemption from such registration if he should at a later date wish to dispose of the Optioned Shares.

[Participant initial]

The Participant acknowledges that the certificate(s) representing the Optioned Shares may be endorsed with the following or a similar legend:

THE SECURITIES REPRESENTED HEREBY [For Options Include: AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING THESE SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF SYNTHOLENE ENERGY CORP. (FORMERLY GK RESOURCES LTD.) (THE "CORPORATION") THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT

Syntholene Energy Corp. (formerly GK Resources Ltd.)

Omnibus Equity Incentive Compensation Plan

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REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

[Participant initial]

The Participant acknowledges that the Options are not intended to qualify as “incentive stock options” in accordance with the terms of Section 422 of Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. The Participant acknowledges that the Corporation may have federal, state, provincial or local tax withholding and reporting obligations and consents to such actions by the Corporation as may reasonably be required to comply with such obligations in connection with the exercise of Options. The acceptance and exercise of the Options and the sale of Optioned Shares issued pursuant to exercise of the Options may have consequences under federal, provincial and other tax and securities laws which may vary depending on the individual circumstances of the Participant. Accordingly, the Participant acknowledges that the Participant has been advised to consult the Participant’s personal legal and tax advisors in connection with this Agreement and the Participant’s dealings with respect to the Options and Optioned Shares.

[Participant initial]

DATED: __, 20____

Witness

Name of Participant:

Name and Title of Authorized Signatory:

(if the Participant is an entity)

Address of Participant:

Syntholene Energy Corp. (formerly GK Resources Ltd.)

Omnibus Equity Incentive Compensation Plan

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SCHEDULE "B"

NOTICE OF EXERCISE OF OPTIONS

TO: Syntholene Energy Corp. (the "Corporation")

PARTICIPANT: _________

EXERCISE DATE: _________

This notice is given pursuant to the Option Agreement. Terms used in this notice that are defined in the Option Agreement have corresponding meanings.

The undersigned (the "Participant") hereby exercises such number of Options to purchase the number of Optioned Shares designated below, pursuant to the terms and conditions set out or referenced in the Option Agreement and [CHECK ONE]

☐ (a) enclose a cheque payable to “Syntholene Energy Corp.” for the aggregate Exercise Price plus the amount of the estimated withholding tax and agree that the Participant will reimburse the Corporation for any amount by which the actual withholding tax exceed the estimated withholding tax; or

☐ (b) advise the Corporation that the Participant is exercising the above Options on a Cashless Exercise and/or Net Exercise basis, in compliance with the procedures established from time to time by the Committee for Cashless Exercise and/or Net Exercise of Options under the Plan. The Participant will consult with the Corporation to determine what additional documentation, if any, is required in connection with my cashless and/or exercise of the above Options. The Participant agrees to comply with the procedures established by the Corporation for Cashless Exercise and/or Net Exercise and all terms and conditions of the Plan, including but not limited to the payment, deduction or withholding of any withholding tax:

☐ ___ Options for Cashless Exercise

☐ ___ Options for Net Exercise

The Participant understands that the Participant may suffer adverse tax consequences as a result of the Participant’s purchase or disposition of the Optioned Shares. The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the purchase or disposition of the Optioned Shares and that the Participant is not relying on the Corporation for any tax advice.

Number of Optioned Shares: _________

Exercise Price per Optioned Share: _________

Total Exercise Price: _________

Total Withholding Tax: _________

Syntholene Energy Corp. (formerly GK Resources Ltd.)

Omnibus Equity Incentive Compensation Plan

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In connection with such exercise, the Participant represents, warrants and covenants to the Corporation (and acknowledges that the Corporation is relying thereon) that [CHECK ONE]:

The Participant is not a U.S. person (the definition of which includes, but is not limited to, a person resident in the United States, a partnership or corporation organized or incorporated under the laws of the United States, and a trust or estate of which any trustee, executor or administrator is a U.S. person), the Participant was not offered the Optioned Shares in the United States and the Options are not being exercised within the United States or for the account or benefit of a U.S. person. The terms “United States” and “U.S. person” are as defined by Rule 902 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”); or
The Participant represents, warrants and covenants to the Corporation that:

(a) (i) the Optioned Shares have not been and will not be registered under the U.S. Securities Act and the Optioned Shares are being offered and sold by the Corporation in reliance upon an exemption from registration under the U.S. Securities Act; or

(ii) If required by the Corporation, the Participant has delivered an opinion of counsel of recognized standing or other evidence in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act, and applicable state securities laws is available for the issuance of the Optioned Shares and paragraph (c) below does not apply;

(b) if the Participant is a U.S. person, the Participant confirms that the representations and warranties of the Participant set forth in the Supplemental Acknowledgment and Agreement remain true and correct as of the date thereof; and

(c) unless the Optioned Shares have been registered under the U.S. Securities Act, the Participant understands that upon the issuance of the Optioned Shares, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Optioned Shares will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR

Syntholene Energy Corp. (formerly GK Resources Ltd.)
Omnibus Equity Incentive Compensation Plan

A-9

OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if Optioned Shares of the Corporation are being sold under clause (B) above, the legend may be removed by providing a declaration to the Corporation’s transfer agent in such form as the Corporation may from time to time prescribe together with such documentation as the Corporation or its transfer agent may require, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act.

The terms “United States” and “U.S. person” are as defined by Rule 902 of Regulation S under the U.S. Securities Act.

The Participant hereby directs the Corporation to issue the Shares as follows:

DRS: ☐
Share Certificate: ☐

| Registration Name
(Participant’s Full Name) | |
| --- | --- |
| Registration Address
(Participant’s Full Address) | |
| Participant’s Email Address | |

DATED: _________.

Signature of Participant

Name of Participant

Address of Participant

Syntholene Energy Corp. (formerly GK Resources Ltd.)
Omnibus Equity Incentive Compensation Plan

EXHIBIT B

FORM OF RESTRICTED SHARE UNIT AGREEMENT

[To include if US Participant, remove if not] THE RESTRICTED SHARE UNITS AND THE UNDERLYING COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

RESTRICTED SHARE UNIT AGREEMENT

Notice is hereby given that, effective this __ day of __, _ (the “Restricted Share Grant Date”) Syntholene Energy Corp. (the “Corporation”) has granted to ____ (the “Participant”), _______ restricted share units (the “Restricted Share Units”) pursuant to the Corporation’s Omnibus Equity Incentive Compensation Plan, as may be amended and superseded from time to time (the “Plan”), Capitalized terms used and not otherwise defined in this Restricted Share Unit Agreement shall have the meanings set forth in the Plan.

Restricted Share Units are subject to the following terms:

(a) Pursuant to the Plan and as compensation to the Participant, the Corporation hereby grants to the Participant, as of the Restricted Share Grant Date, the number of Restricted Share Units set forth above.

(b) The granting and vesting of the Restricted Share Units and the payment by the Corporation of any payout in respect of any Vested Restricted Share Units (as defined below) are subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Restricted Share Unit Agreement.

(c) The Restricted Share Units shall become vested restricted share units (the “Vested Restricted Share Units”) in accordance with the following Period(s) of Restriction:

(d) [Note: Insert vesting conditions] (each a “Vesting Date”).

(e) The Participant acknowledges that the Plan is subject to approval of the shareholders of the Corporation, and that the Restricted Share Units shall not vest until the later of: (i) the first

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Vesting Date; and (ii) the day following receipt of shareholder approval of the Plan; and if required, Exchange approval.

(f) As soon as reasonably practicable and no later than 60 days following the Vesting Date, or, if the Participant is not a U.S. Participant (as defined in the Plan), such later date mutually agreed to by the Corporation and the Participant, the Participant shall be entitled to receive, and the Corporation shall issue or provide, a payout with respect to those Vested Restricted Share Units in the Participant’s Account to which the Vesting Date relates, with the form of payout to be determined by the Corporation in its sole discretion as follows:

(i) a lump sum payment in cash equal to the number of vested Restricted Share Units recorded in the Participant’s Account multiplied by the FMV on the Vesting Date of a common share of the Corporation (each, a “Common Share”);

(ii) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant’s Restricted Share Units in the Participant’s Account, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares; or

(iii) any combination of the foregoing. subject to any applicable withholding obligations.

(g) Dividend equivalents ("Dividend Equivalents") apply only if expressly provided in this Restricted Share Unit Agreement and, in all cases, solely as permitted by and subject to the Plan.

[If Dividend Equivalents apply: The Participant will be credited with Dividend Equivalents on unvested Restricted Share Units in the form of additional Restricted Share Units, determined and credited described under "Dividends and Other Distribution" section of the Plan. Any such additional Restricted Share Units will be subject to the same terms and conditions (including vesting, any Restriction Period(s), settlement timing, and forfeiture) as the related Restricted Share Units, and crediting is subject to share-pool availability under the Plan. No cash Dividend Equivalents will be paid unless expressly stated herein. Any additional Restricted Share Units credited as Dividend Equivalents will be cancelled to the extent the related Restricted Share Units fail to vest, are cancelled, forfeited, or expire.]

[If no Dividend Equivalents: No Dividend Equivalents will be credited or paid with respect to the Restricted Share Units.]

By signing this Restricted Share Unit Agreement, the Participant:

(h) represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization entitled to receive Restricted Share Units; and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant acquiring the Restricted Share Units for the benefit of a person in the United States or a U.S. Person, or (B) an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant has provided evidence satisfactory to the Corporation to such effect. The Corporation may

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condition awards and elections under the Plan upon receiving from the undersigned such representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable U.S. state securities laws as is satisfactory to the Corporation, acting in its sole discretion;

(i) acknowledges that they have received a copy of the Plan, have read and understand the Plan, and agree with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this Restricted Share Unit Agreement (subject to any specific variations contained in this Restricted Share Unit Agreement);

(j) acknowledges that: (i) they are not relying on the Corporation for any tax advice; (ii) they have had an adequate opportunity to obtain advice of independent tax counsel; and (iii) they have either obtained such advice with respect to the grant or have elected not to do so;

(k) acknowledges that the Restricted Share Units are subject to certain terms and conditions relating to the Participant's status and understands that if they cease to be a Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization pursuant to the terms of the Plan, the Restricted Share Units may be cancelled or forfeited in accordance with the terms of the Plan or as otherwise as determined by the board of directors of the Corporation;

(l) acknowledges that they are responsible for paying any applicable taxes and withholding taxes arising from the settlement of any Restricted Share Unit and that they may suffer tax consequences as a result of the grant of these Restricted Share Units, the settlement of the Restricted Share Units and the disposition of the Vested Restricted Share Units;

(m) agrees that the Restricted Share Units do not carry any voting rights;

(n) understands and acknowledges that the value of Restricted Share Units is based on the value of the Common Shares and therefore is not guaranteed;

(o) acknowledges that despite anything to the contrary in this Restricted Share Unit Agreement all vesting and issuances or payments, as applicable, in respect of a Restricted Share Unit evidenced hereby shall be completed no later than December 31 of the third calendar year commencing after the Restricted Share Grant Date; and

(p) acknowledges that their participation in the Plan is voluntary and has not been induced as a condition of employment or engagement, or continued employment or engagement.

By signing this Restricted Share Unit Agreement, the undersigned also provides its express written consent to:

(a) the disclosure of Personal Information (as defined below) by the Corporation to the TSX Venture Exchange or another recognized stock exchange on which the Common Shares are or will be listed (each, an "Exchange") with respect to any and all forms required to be filed by the Corporation with such Exchange with respect to the grant of these Restricted Share Units; and

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"Personal Information" means any information about an identifiable individual, and includes the information contained in any materials to be filed by the Corporation with the respective Exchange that the Corporation is or will be listed on.

This Restricted Share Agreement and the Restricted Share Units evidenced hereby are not assignable, transferable, or negotiable and are subject to the detailed terms and conditions of the Plan. In the event of any conflict between the provisions of this Restricted Share Unit Agreement and the Plan, or in the case of any dispute with respect to any matter hereunder, the provisions of the Plan and the records of the Corporation shall prevail. This Restricted Share Unit Agreement is also subject to the terms and conditions of any schedules attached hereto, if applicable.

This Restricted Share Unit Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures may be delivered electronically, including by facsimile, Docusign, or via electronic signature, and any such electronic execution or delivery shall be deemed to have the same legal effect as an original signature.

[Execution page follows.]

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SYNTHOLENE ENERGY CORP.

Authorized Signatory	Signature of Participant
	Name of Participant
	Address of Participant

EXHIBIT C

FORM OF DEFERRED SHARE UNIT AGREEMENT

[To include if US Participant, remove if not] THE DEFERRED SHARE UNITS AND THE UNDERLYING COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ____, 20__ [FOUR MONTHS AND ONE DAY AFTER THE DATE OF GRANT].

DEFERRED SHARE UNIT AGREEMENT

Notice is hereby given that, effective this __ day of __, _ (the “Deferred Share Grant Date”) Syntholene Energy Corp. (the “Corporation”) has granted to ____ (the “Participant”), _______ deferred share units (the “Deferred Share Units”) pursuant to the Corporation’s Omnibus Equity Incentive Compensation Plan, as may be amended and superseded from time to time, (the “Plan”), a copy of which has been provided to the Participant. Capitalized terms used and not otherwise defined in this Performance Share Unit Agreement shall have the meanings set forth in the Plan.

Deferred Share Units are subject to the following terms:

(a) The Deferred Share Units shall become vested deferred share units (the “Vested Deferred Share Units”) on the 12 month anniversary of the Deferred Share Grant Date (the “Vesting Date”). [Insert performance criteria to vesting, if any.]

(b) The terms and conditions of the Plan, and the Participation and Election Agreement executed by the Participant named below, are hereby incorporated by reference as terms and conditions of this Deferred Share Unit Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings set out in the Plan.

(c) The determination by the Corporation of any question which may arise as to the interpretation or implementation of the Plan or any of the Deferred Share Units granted hereunder shall be final and binding on the Participant and other persons claiming or deriving rights through him or her.

(d) The Participant acknowledges that the Plan is subject to approval of the shareholders of the Corporation, and that the Deferred Share Units shall not vest until the later of: (i) the

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Vesting Date, and (ii) the day following the receipt of shareholder approval of the Plan and, if required, Exchange (as defined below) approval.

(e) The Corporation’s issuance of any Deferred Share Units or the obligation to make any payments under the Plan is subject to compliance with applicable laws. As a condition of participating in the Plan, the Participant agrees to comply with all such applicable laws and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such applicable laws.

(f) Neither the Plan nor any action taken thereunder shall interfere with the right of the shareholders of the Corporation to remove a Participant from the Board.

(g) This Deferred Share Unit Agreement and the rights of all parties and the construction of each and every provision hereof and of the Plan and any Deferred Share Units granted hereunder shall be construed according to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding reference to conflicts of laws principles.

(h) The Committee (as defined in the Plan) has determined that the Deferred Share Units do not constitute a “salary deferral arrangement” (as defined in the Income Tax Act (Canada) (the “ITA”)) by reason of the exception to the “salary deferral arrangement” definition described in paragraph 6801(d) of the regulations to the ITA, and the Plan and this Deferred Share Unit Agreement shall be administered to satisfy the conditions of paragraph 6801(d). Without limiting the generality of the foregoing: (a) no amount shall become payable in respect of any Deferred Share Unit until the Participant ceases to hold office or employment with the Corporation and all of its affiliates, or the Participant’s death; (b) all amounts in respect of Deferred Share Units shall be paid no later than December 31 of the first calendar year commencing after the calendar year in which the Participant so ceases to hold office or employment (or dies); (c) no amendment, election, or other action may be taken that would have the effect of deferring payment beyond the time permitted by paragraph 6801(d) or accelerating payment except as permitted by applicable law; (d) the Plan is unfunded and the Participant shall have only the rights of an unsecured general creditor of the Corporation with respect to any Deferred Share Units; and (e) the Plan and this Agreement shall be interpreted and administered in a manner consistent with paragraph 6801(d).

By signing this Deferred Share Unit Agreement, the Participant:

(a) represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Eligible Person (as defined in the Plan) entitled to receive Deferred Share Units; and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant acquiring the Deferred Share Units for the benefit of a person in the United States or a U.S. Person, or (B) an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant has provided evidence satisfactory to the Corporation to such effect. The Corporation may condition awards and elections under the Plan upon receiving from the undersigned such representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable U.S. state securities laws as is satisfactory to the Corporation, acting in its sole discretion;

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(b) acknowledges that they have read and understand the Plan, and agree with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this Deferred Share Unit Agreement (subject to any specific variations contained in this Deferred Share Unit Agreement);

(c) acknowledges that: (i) they are not relying on the Corporation for any tax advice; (ii) they have had an adequate opportunity to obtain advice of independent tax counsel; and (iii) they have either obtained such advice with respect to the grant or have elected not to do so;

(d) acknowledges that the Deferred Share Units are subject to certain terms and conditions relating to the Participant’s status and understands that if they cease to be a Participant pursuant to the terms of the Plan, the Deferred Share Units may be cancelled or forfeited;

(e) acknowledges that they are responsible for paying any applicable taxes and withholding taxes arising from the settlement of any Deferred Share Unit and that they may suffer tax consequences as a result of the grant of these Deferred Share Units, the exercise of the Deferred Share Units and the disposition of the Vested Deferred Share Units;

(f) agrees that the Deferred Share Units do not carry any voting rights;

(g) understands and acknowledges that the value of Deferred Share Units is based on the value of the common shares of the Corporation (each, a “Common Share”) and therefore is not guaranteed;

(h) acknowledges that despite anything to the contrary in this Deferred Share Unit Agreement all vesting and issuances or payments, as applicable, in respect of a Deferred Share Unit evidenced hereby shall be completed no later than December 31 of the third calendar year commencing after the Deferred Share Grant Date; and

(i) acknowledges that their participation in the Plan is voluntary and has not been induced as a condition of employment or engagement, or continued employment or engagement.

By signing this Deferred Share Unit Agreement, the undersigned also provides its express written consent to:

The grant of the Deferred Share Units evidenced hereby is made subject to the terms and conditions of the Plan. In the event of any inconsistency between the terms of this Deferred Share Unit Agreement and the

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Plan, the terms of the Plan shall prevail unless otherwise determined in the Plan. Signatures may be delivered electronically, including by facsimile, Docusign, or via electronic signature, and any such electronic execution or delivery shall be deemed to have the same legal effect as an original signature.

[Execution page follows.]

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SYNTHOLENE ENERGY CORP.

Authorized Signatory

Signature of Participant

Name of Participant

EXHIBIT D

FORM OF PERFORMANCE SHARE UNIT AGREEMENT

[To include if US Participant, remove if not] THE PERFORMANCE SHARE UNITS AND THE UNDERLYING COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.

PERFORMANCE SHARE UNIT AGREEMENT

Notice is hereby given that, effective this __ day of __, _ (the “Performance Share Grant Date”) Syntholene Energy Corp. (the “Corporation”) has granted to ____ (the “Participant”), _______ performance share units (the “Performance Share Units”) pursuant to the Corporation’s Omnibus Equity Incentive Compensation Plan, as may be amended and superseded from time to time (the “Plan”), Capitalized terms used and not otherwise defined in this Performance Share Unit Agreement shall have the meanings set forth in the Plan.

Performance Share Units are subject to the following terms:

(a) Pursuant to the Plan and as compensation to the Participant, the Corporation hereby grants to the Participant, as of the Performance Share Grant Date, the number of Performance Share Units set forth above.

(b) The granting and vesting of the Performance Share Units and the payment by the Corporation of any payout in respect of any Vested Performance Share Units (as defined below) are subject to the terms and conditions of the Plan, all of which are incorporated into and form an integral part of this Performance Share Unit Agreement.

(c) The Performance Share Units shall become vested Performance Share Units (the “Vested Performance Share Units”) in accordance with the following Performance Goals[Note: Insert vesting conditions] by [Insert Performance Period] (each a “Vesting Date”).

(d) The Participant acknowledges that the Plan is subject to approval of the shareholders of the Corporation, and that the Performance Share Units shall not vest until the later of: (i) the Vesting Date, and (ii) the day following the receipt of shareholder approval of the Plan and, if required, Exchange (as defined below) approval.

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(e) As soon as reasonably practicable and no later than 60 days following the Vesting Date, or, if the Participant is not a U.S. Participant (as defined in the Plan), such later date mutually agreed to by the Corporation and the Participant, the Participant shall be entitled to receive, and the Corporation shall issue or provide, a payout with respect to those Vested Performance Share Units in the Participant’s Account to which the Vesting Date relates (each a “Payout Date”), with the form of payout to be determined by the Corporation in its sole discretion as follows:

(f) a lump sum payment in cash equal to the number of vested Performance Share Units recorded in the Participant’s Account multiplied by the FMV on the Vesting Date of a common share of the Corporation (each, a “Common Share”);

(g) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant’s Performance Share Units in the Participant’s Account, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Corporation as the holder of the appropriate number of Common Shares; or

(h) any combination of the foregoing. subject to any applicable withholding obligations.

By signing this Performance Share Unit Agreement, the Participant:

(a) represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization (as defined in the Plan) entitled to receive Performance Share Units; and (ii) either (A) the Participant is not in the United States or a U.S. Person, nor is the Participant acquiring the Performance Share Units for the benefit of a person in the United States or a U.S. Person, or (B) an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant has provided evidence satisfactory to the Corporation to such effect. The Corporation may condition awards and elections under the Plan upon receiving from the undersigned such representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable U.S. state securities laws as is satisfactory to the Corporation, acting in its sole discretion;

(b) acknowledges that they have received a copy of the Plan, have read and understand the Plan, and agree with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this Performance Share Unit Agreement (subject to any specific variations contained in this Performance Share Unit Agreement);

(d) acknowledges that the Performance Share Units are subject to certain terms and conditions relating to the Participant’s status and understands that if they cease to be a Director, Officer, Employee, Management Company Employee, Consultant or Eligible Charitable Organization pursuant to the terms of the Plan, the Performance Share Units may be cancelled or forfeited in accordance with the terms of the Plan or as otherwise as determined by the board of directors of the Corporation;

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(e) acknowledges that they are responsible for paying any applicable taxes and withholding taxes arising from the settlement of any Performance Share Unit and that they may suffer tax consequences as a result of the grant of these Performance Share Units, the settlement of the Performance Share Units and the disposition of Vested Performance Share Units;

(f) agrees that the Performance Share Units do not carry any voting rights;

(g) understands and acknowledges that the value of Performance Share Units is based on the value of the Common Shares and therefore is not guaranteed;

(h) that despite anything to the contrary in this Performance Share Unit Agreement all vesting and issuances or payments, as applicable, in respect of a Performance Share Unit evidenced hereby shall be completed no later than December 31 of the third calendar year commencing after the Performance Share Grant Date; and

(i) acknowledges that their participation in the Plan is voluntary and has not been induced as a condition of employment or engagement, or continued employment or engagement.

By signing this Performance Share Unit Agreement, the undersigned also provides its express written consent to:

(a) the disclosure of Personal Information (as defined below) by the Corporation to the TSX Venture Exchange or another recognized stock exchange on which the Common Shares are or will be listed (each, an "Exchange") with respect to any and all forms required to be filed by the Corporation with such Exchange with respect to the grant of these Performance Share Units; and

This Performance Share Unit Agreement and the Performance Share Units evidenced hereby are not assignable, transferable, or negotiable and are subject to the detailed terms and conditions of the Plan. In the event of any conflict between the provisions of this Performance Share Unit Agreement and the Plan, or in the case of any dispute with respect to any matter hereunder, the provisions of the Plan and the records of the Corporation shall prevail. This Performance Share Unit Agreement is also subject to the terms and conditions of any schedules attached hereto, if applicable.

This Performance Share Unit Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures may be delivered electronically, including by facsimile, Docusign, or via electronic signature, and any such electronic execution or delivery shall be deemed to have the same legal effect as an original signature.

[Execution page follows.]

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SYNTHOLENE ENERGY CORP.

Authorized Signatory

Signature of Participant

Name of Participant

AI assistant

Syntholene Energy Corporation — Proxy Solicitation & Information Statement 2026

47703_rns_2026-05-14_a6be1d3d-aad6-48ac-b8d2-73c0286676ac.pdf

TABLE OF CONTENTS

Non-Registered Shareholders

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

Fixing the Numbers of Directors

Election of Directors

Appointment of Auditor

Approval of Omnibus Equity Incentive Plan

Approval of Prior Awards Under the Omnibus Plan

Other Business

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Process

Compensation Program

Compensation Components

Base Salary

Long-Term Incentive Compensation

Perquisites and Personal Benefits

Termination and Change of Control Benefits

Compensation Risk Considerations

Director and NEO Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and Named Executive Officers

Employment and Consulting Agreements

Daniel Sutton

Grant Tanaka

Alexander Canon Bryan

John Kutsch

Management Contracts

Equity Compensation Plan Information

Eligibility

Limits

Company Options

Restricted Share Units

Deferred Share Units

Performance Share Units

Miscellaneous

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

Audit Committee

Composition of the Audit Committee

Relevant Education and Experience

External Auditor Service Fees

Exemption in Section 6.1

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

5.0 Miscellaneous

APPENDIX B

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

SYNTHOLENE ENERGY CORP.

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE 1

1.1 Establishment of the Plan.

1.2 Purpose of the Plan.

1.3 Duration of the Plan.

ARTICLE 2

2.1 Definitions.

2.2 Additional Defined Terms.

ARTICLE 3 ADMINISTRATION

3.1 General.

3.2 Authority of the Committee.

3.3 Delegation.

ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Available for Awards.

4.2 Specific Allocations.

Syntholene Energy Corporation Proxy Solicitation & Information Statement 2026