Tenet Fintech Group Inc. — Proxy Solicitation & Information Statement 2023

May 23, 2023

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2023

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Management Information Circular And Notice of Annual Meeting of Shareholders

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May 31, 2023 NATDOCS\71151190.v9

invitation to shareholders

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Invitation to Shareholders

Dear shareholders,

We invite you to attend the Annual Meeting of Shareholders of Tenet Fintech Group Inc. to be held virtually on June 27, 2023, at 10:00 a.m. (Eastern time).

This Management Information Circular describes the business to be conducted at the meeting and provides key information on corporate governance matters.

Following the business of the meeting, you will have

Your participation in the meeting is important to us. Please review the participation and voting details and instructions contained in the Management Information Circular.

We look forward to welcoming you at the meeting and thank you for your continued support.

Sincerely,

/s/ Carol Penhale

Carol Penhale Chair of the Board

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voting and proxies

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MANAGEMENT PROXY CIRCULAR

This management 2023, at 10:00 a.m. (Eastern time).

lf of management of the

Voting and Proxies

Notice-and-Access

As permitted by Canadian securities regulators, the Company is using notice-and-access (as defined in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer) to deliver the meeting materials, including this Information Circular, to both its registered and nonregistered shareholders. The Company is also using notice-and-access to deliver its annual audited financial statements to its registered and non-registered shareholders. This means that the Information Circular and the annual audited financial statements of the Company are being posted online for Shareholders to access, rather than being mailed out. Notice-and-access gives Shareholders more choice, sts, and is more environmentally friendly as it reduces materials and energy consumption. Shareholders will still receive a form of proxy or a voting instruction form in the mail (unless Shareholders have chosen to receive proxy materials electronically) so they can vote their Shares as well as a notice with information about how they can access the Information Circular and annual audited financial statements of the Company electronically and how to request a paper copy.

This Information Circular and the annual audited financial statements of the Company are available on www.meetingdocuments.com/TSXT/PKK and on SEDAR at www.sedar.com. Shareholders may request a paper copy of this Information Circular and/or the annual audited financial statements of the Company, at no cost, up to one year from the date this Information Circular was filed on SEDAR. Shareholders may make such a request at any time prior to the meeting by contacting TSX Trust Company at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries).

Quorum

-laws, a quorum for the transaction of business at any meeting of Shareholders shall be at least two persons present in person or represented by proxy holding or representing not less than 5% of the Shares entitled to be voted at the meeting. If a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

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Who Can Vote

the Meeting, unless the shareholder transfers their Shares after the Record Date, in which case the transferee of those Shares will be entitled to vote such Shares at the Meeting if the transferee establishes that they own the Shares and demand, no later than ten (10) days before the Meeting, that the

Voting will be by a computation of the proxies duly submitted, each Shareholder having one vote, unless a poll is requested or required, in which case each Shareholder is entitled to one vote for each Share. To approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be of 2/3 of the votes cast will be required. At the date of this Information Circular, there are 102,361,084Shares issued and outstanding.

How to Vote

Registered Shareholders

Registered Shareholders hold Shares that are registered directly in their name. If you are a registered

Non-Registered Shareholders

Non-registered Shareholders hold Shares that are registered in the name of an intermediary, such as a bank, broker or trust company. If you are a non-registered Shareholder, you may vote your Shares through your intermediary. To vote your Shares through your intermediary, you should follow the instructions in

Voting by Proxy

The persons named as proxy holders in the enclosed Form of Proxy or voting instructions form were

A Shareholder has the right to appoint a person or corporation (who need not be a Shareholder) to attend and to act for and on behalf of that Shareholder at the Meeting, other than the Designated Persons in the enclosed Form of Proxy or voting instructions form. To exercise this right, the Shareholder may do so by inserting the name of such other person on the Form of Proxy or voting instructions form in the space provided.

In order to be voted, the completed Form of Proxy must be received by TSX Trust Company at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the date of the Meeting (or of the date of an adjournment thereof).

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that -in-fact duly authorized by that Shareholder in writing or, in the case of a

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corporation, dated and executed by a duly authorized officer, or attorney-in-fact for the corporation. If a Form of Proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarial or certified copy thereof, should accompany the Form of Proxy.

Revocation of Proxy

A Shareholder who has given a proxy may revoke it at any time, before it is exercised, by an instrument in writing: (a) executed by that Sha -in-fact authorized in writing or, in the case where that Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at 119 Spadina Avenue, Toronto, Ontario, M5V 2L1, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening date thereof, or (ii) in any other manner provided by law. Also, a proxy will automatically be revoked by submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

If the Shareholder gives instructions to the proxy holder on how to vote such Shares, the proxy holder must follow them. If the Shareholder does not provide the proxy holder with voting instructions, the proxy holder will vote such Shares as they see fit. In the Absence of any instructions, the Designated Persons on in the Form of Proxy or voting instructions form, except for other matters which may come before the Meeting. The enclosed Form of Proxy and voting instructions form confers discretionary authority upon the persons named therein with respect to other matters, including any amendments or variations to any matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knew of no such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from or withholding of the voting of Shares on any matter, the Shares which - of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

No person has been authorized to give any information or to make any representation other than those contained in this Information Circular in connection with the solicitation of proxies and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

Advice to Beneficial Shareholders

Only registered Shareholders or duly appointed proxy holders are permitted to vote at the Meeting. Most - reholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a registered

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shareholder

Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities

The Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy to the clearing agencies and Intermediaries so that they may be made available to Beneficial Holders. Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when, where and by what means the voting instruction form or proxy form must be delivered. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a transfer agent as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the y authorization form

• will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the Shares which they beneficially own. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

Solicitation

Any solicitation of shareholders will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, executive officers, and employees of the Company. The Company does not reimburse shareholders, nominees, or agents for the cost incurred in obtaining authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of

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pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

Interest of Certain Persons or Companies in Matters to be Acted Upon

No director, proposed director, or executive officer of the Company, no person who have been a director completed financial year, no other insiders of the Company, and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting or as otherwise specifically discussed in this Information Circular.

Voting Securities and Principal Holders Thereof

The Company is authorized to issue unlimited Shares without par value, of which 102,361,084 were issued and outstanding as of the date of this Information Circular. The Company has no other class of voting securities. Provided they are present by proxy, holders of Shares as of the Record Date are entitled to vote, one vote for each Share held, at the Meeting.

To the knowledge of the directors and senior officers of the Company as of the date of the Information Circular, there are no persons that, individually or together with other persons, beneficially own, directly or indirectly, or exercise control or direction over, greater than 10% of the voting rights attached to any class of voting securities of the Company.

At the Record Date, the directors and the designated executive officer were, as a group, directly or indirectly, the beneficial owners of 7,485,426 Shares representing 7.31% off the currently issued and outstanding Shares.

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business of the meeting

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Business of the Meeting

Nominees for Election to the Board of Directors

Directors of the Company are elected for a term of one year. Each director elected will hold office until the next annual meeting or until their successor is duly elected or appointed, unless their office is earlier vacated in accordance with the articles of the Company or they become disqualified to act as a director.

Management of the Company proposes to nominate each of the following three (3) persons for election as a director and recommends that Shareholders vote IN FAVOUR of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed Form of Proxy intend to vote FOR the election of the three (3) nominees as directors of the Company for the ensuing year.

Overview of Nominees

partly on information received by the Company from said nominees. It sets forth the province and country of residence of each of the persons proposed, their principal occupation at present, all other positions and offices in the Company held by them, the date on which they were first elected or appointed a director, the number of Shares of the Company beneficially owned by them, directly or indirectly, or over which control or direction is exercised by them (note that this information is not within the knowledge of the management of the Company and has been furnished by the respective individuals, or has been reports filed by the individuals and available through the Internet at www.sedi.ca).

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Paul Gibbons

Toronto, ON, Canada Independent Director since March 9, 2023

Chair of the Audit Committee, and Member of the Corporate Governance and Nominating and Human Capital and Compensation Committees

Mr. Gibbons is a seasoned financial expert, with 35 years of public accounting experience serving public entities and regulated companies. He was a senior partner at Deloitte LLP and served clients primarily in the financial services sector, such as pension funds, mutual funds, institutional asset managers, and securities/brokerage firms. Mr. Gibbons has extensive experience with IFRS, SOX compliance and reporting requirements and CEO/CFO certification requirements for internal financial reporting controls. He professional designations include being certified as a Chartered Professional Accountant (CPA) and Chartered Accountant (CA). He is a member of the Institute of Chartered Accountants of Ontario. Mr. Gibbons is Chair of the Audit Committee and a member of the Board of FAX Capital Corp., an investment holding company. He is the Chair of the Finance Committee and a member of the Board of Catholic Missions in Canada. Mr. Gibbons also serves as a member of the Archdiocese of Toronto Investment Advisory Committee. He was previously Chair of the Finance & Audit Committee and on the Board of Providence Healthcare Foundation, prior to its merger with Unity Health Toronto.

	Shares and Options Held as of May 9, 20231	Shares and Options Held as of May 9, 20231
Shares owned:	nil	Options held:	nil

• 1) Due to the ongoing quiet-period the Company has been in since prior to the addition of Mr. Gibbons to the Board of Directors, no stock-based compensation could be granted to him, neither could he purchase any securities of the Company.

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Carol Penhale

Toronto, ON, Canada Independent Director since August 17, 2022 Meeting attendance in 2022: 7/7[2]

Chair of the Board and the Corporate Governance and Nominating Committee, Member of the Audit Committee and the Human Capital and Compensation Committee

Ms. Penhale is CEO of Bedford Park Associates and until recently was Head of North America at Shoreline Asset Management and Investment Consulting, having previously worked with Broadridge Financial as Regional Head of Consulting for Canada and Global of Head of Consulting for Capital Markets. She was an early founder of Cutter Associates in Boston and has worked in several firms including Mackenzie Investments, DST Global in officer positions and very early in her career at McKinsey & Company. She has been consulting business, technology and data strategy and digital transformation for over 20 years to financial services firms across asset management, wealth, capital markets and other financial intermediaries. In addition to consulting expertise, Ms. Penhale has held positions, including interim C-level roles, at financial services software and data platform vendor firms such as Taliance and Cadis. Having worked in senior positions in both business and technology roles of financial services, Ms. Penhale brings a cohesive dialogue, strategic planning and migration blueprint planning approach to firms looking to achieve digital transformation across IT, operations and more recently blockchain initiatives and other business stakeho

and consulting in both start-ups as well as mature and publicly listed firms in her 35 years of experience for financial institutions and vendors to the financial services space brings a unique skill set to operational and data

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improvements. Ms. Penhale has assisted many C-level decision makers with strategic business and technology optimization for operations to remain competitive. Ms. Penhale holds a Diploma in Programming and Systems Analysis from The Institute for Computer Studies, a B.A. from the University of Toronto and a Certificate in History from the University of Edinburgh.

Shares and Options Held as of May 9, 2023[1]

Shares owned: nil Options held: nil

• 1) Due to the ongoing quiet-period the Company has been in since prior to the addition of Ms. Penhale to the Board of Directors, no stock-based compensation could be granted to her, neither could she purchase any securities of the Company.

• 2) Ms. Penhale attended all of the meetings of the Board of Directors of the Company that were held, since she joined the Board on August 17, 2022, including one where she attended as a guest.

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Dylan Tinker

Manhattan Beach, CA, USA Independent Director since August 17, 2022 Meeting attendance in 2022: 7/7[2]

Chair of the Human Capital and Compensation Committee, and Member of the Audit and Corporate Governance and Nominating Committees

Mr. Tinker has led the technology and TMT investment teams at some of the largest investment banks and hedge funds in Asia and has recently helped lead a few growing technology companies. Previously, Dylan ran the Asian tech and telecom teams at Jardine Fleming (now JP Morgan) and UBS in Asia, where he was the Head of TMT Research. Both sector teams were rated #1 by institutional investors at the time. During these 12 years, Mr. TInker worked extensively in Corporate Finance, and worked on over 12 IPO and 20 secondary market TMT transactions that raised over US$5B. Mr. Tinker sourced and helped lead one of the largest secondary market deals in HK, the US$2B secondary offering of China Telecom at UBS. On the investing side, Mr. Tinker oversaw technology positions for Tudor Investments in Asia, and later worked as the Portfolio Manager of the OCPAsia Sistema Fund - which uses technology to make trading decisions and had a market exposure of over US$100M. Mr. TInker was recently the Head of Technology Banking at Avista - the Asian arm of Houlihan Lokey - a top rated US boutique investment bank in technology. Dylan is now the MD at Asia Tech Capital and works with Asian technology companies on strategy, capital raising, business development and digital strategy.

	Shares and Options Held as of May9,20231	Shares and Options Held as of May9,20231
Shares owned:	nil	Options held:	nil

• 1) Due to the ongoing quiet-period the Company has been in since prior to the addition of Mr. Tinker to the Board of Directors, no stock-based compensation could be granted to him, neither could he purchase any securities of the Company.

• 2) Mr. Tinker attended all of the meetings of the Board of Directors of the Company that were held, since he joined the Board on August 17, 2022, including one where he attended as a guest.

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business of the meeting

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Corporate Cease Trade Orders or Bankruptcy

Except as stated below, at the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, within ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity:

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

• (b) was subject to an event that resulted, after the director or executive officer ceased to be director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period or more than 30 consecutive days; 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.

Penalties or Sanctions

At the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcy

At the date of this Information Circular, no proposed nominee for election as a director of the Company has, within the ten years before 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 proposed director.

Conflicts of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose their interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time. Except as disclosed in

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potential conflicts of interest among the Company and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public or private companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.

Appointment of Auditor

The auditors of the Company are Raymond Chabot Grant Thornton LLP. Management proposes that Raymond Chabot Grant Thornton LLP, be appointed until the next annual meeting of shareholders at the remuneration to be fixed by the directors. To be effective, an ordinary resolution appointing the auditors as aforesaid must be approved by a majority of the votes cast at the Meeting.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton LLP, as auditors of the Company for the ensuing year.

Other Matters

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

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statement of executive compensation

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Statement of Executive Compensation

General

All direct and indirect compensation provided to certain executive officers and directors for or in connection with, the services they have provided are disclosed in this section. The objective of this disclosure is to communicate the compensation the Company paid or otherwise granted to management and directors for the financial year ended December 31, 2022, and provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Company to help Shareholders understand how decisions about executive compensation are made. Additional information

For the purposes of this Statement of Executive Compensation, the following terms have the meaning defined below:

granted and that falls within the scope of IFRS 2 Share-based Payment;

performance

goals or similar conditions within a specified period;

a CEO; (ii) a CFO; (iii)

each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be a NEO but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year;

• incentive plan;

• incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features; and

• -based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

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statement of executive compensation

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Compensation Overview

Named Executive Officers

On April 28, 2023, the Board of Directors announced that Mr. Joseph had left the Company and subsequently appointed Ms. Carol Penhale as Interim Chief Executive Officer of Tenet, in addition to her position as Chair of the Board of Directors. This Statement of Executive Compensation section covers executive compensation for the year ended December 31, 2022, prior to the executive change and focuses on the following NEOs who appear in the compensation tables:

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Johnson Joseph For Jean Landreville Former Liang Qiu Wendy Kennish Claude Theroux

success of the Company and the implementation of its development strategy. However, the Board recognizes that the Company is not yet cash flow positive and it must therefore carefully review and development. The Board takes into consideration the dilutive effect compensation may have on its shareholders as the Company must rely on external financing.

Executive compensation is comprised of three elements: base fee or salary, short-term incentive compensation (annual cash bonuses) and long-term incentive compensation (share purchase options). The Board reviews all three components in assessing the compensation of individual executive officers. In -forsalaries or fees and bonuses are intended to provide current compensation and a short-term incentive for salaries or fees are compensation for job responsibilities and reflect the level of skill, expertise and capabilities demonstrated by the executive officers. Executive officers are also eligible to receive achievement intended to reward the executive officers for meeting or exceeding the individual and corporate performance objectives set by the Board.

Stock options are an important part -term incentive strategy for its NEOs permitting of time, and is intended to reinforce commitment to long-term growth and shareholder value. Stock and enables executives to acquire and maintain a significant ownership position in the Company. The Board recognizes the importance of proper utilization of stock options but also recognizes the dilutive effect it may have, long term on the shareholders of the Company and has therefore decided to keep a tight control on the granting of stock options.

The Board will review on an annual basis the corporate goals and objectives relevant to executive

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statement of executive compensation

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ill also take awards to executive officers at comparable companies and the awards given to executive officers in past years.

Compensation recommendations to the Board are governed by the Human Capital and Compensation Committee Charter. Management directors are required to abstain from voting in respect of their own compensation thereby providing the independent members of the Board with considerable input with respect to executive compensation. The Human Capital and Compensation Committee has implemented a review of its compensation packages, including considering the implications of the risks associated with actices to evaluate if such compensation policies and practices could be encouraging inappropriate risk taking by the executive officers. The Human Capital and Compensation Committee has also engaged in benchmark studying and reviewing the compensation of the NEOs.

Option-Based Awards

Executive officers of the Company, as well as directors, employees, and consultants, are eligible to Individual stock options are granted by the Board as a whole and the size of the options is dependent on, -term contribution to the Company will be crucial to its long-term success.

Stock options are normally granted by the Board when an executive officer or employee first joins the Company based on their level of responsibility within the Company or in the case of stock options awarded to consultants, upon recommendation by the CEO. Additional grants may be made periodically to ensure ongoing responsibility within the Company. The Board also evaluates the number of options an officer has been granted, the exercise price of the options and the term remaining on those options when considering further grants. Options are usually priced at the closing trading price of the Company business day immediately preceding the date of grant. The current policy of the Board is that options for directors, executive officers and employees expire five years from the date of grant and are vested over a two-year period.

Summary Compensation Table

The following table sets out certain information respecting the compensation paid to each of the completed financial year ended December 31, 2022.

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Option- All Other
Share- Total
Name and Principal Salary Based Non-Equity Incentive Pension Compen-
Year Based Compensation
Position $ Awards Plan Compensation Value sation
Awards (1) (2) ($) ($)
Long-
Annual
Term
Incentive
Incentive
Plans
Plans
Johnson Joseph 2020 141,019 Nil 106,739 50,000 Nil Nil Nil 297,758
Former President and 2021 212,500 Nil 536,273 110,385 Nil Nil Nil 859,158
CEO of Tenet Fintech
2022 300,000 Nil Nil 42,000 Nil 3,923 Nil 345,923
Group
Jean Landreville 2020 145,692 Nil 84,169 50,000 Nil Nil Nil 279,861
Former CFO of Tenet 2021 175,000 Nil 514,235 100,096 Nil Nil Nil 789,331
Fintech
2022 250,000 Nil Nil 35,000 Nil 5,000 Nil 290,000
Group
Liang Qiu 2020 70,000 Nil 89,676 50,000 Nil Nil Nil 209,676
CEO, Tenet China 2021 175,000 Nil 514,235 115,770 Nil Nil Nil 805,005
2022 229,660 Nil Nil 38,500 Nil 9,897 Nil 278,057
Wendy Kennish 2020 Nil Nil Nil Nil Nil Nil Nil Nil
Chief Legal Officer and 2021 Nil Nil Nil Nil Nil Nil Nil Nil
Corporate Secretary of
2022 63,462 [(3)] Nil 55,002 Nil Nil 1,269 Nil 119,733
Tenet Fintech Group
Claude Theroux 2020 Nil Nil Nil Nil Nil Nil Nil Nil
CTO of Tenet Fintech 2021 31,154 [(4)] Nil Nil Nil Nil Nil Nil 31,154
Group
2022 188,462 Nil 37,502 Nil Nil 3,192 Nil 229,155
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Notes:

(1)

• (2) The Company used the Black & Scholes pricing model to estimate fair value of the share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility between 106.01% - 114.08%, a risk free interest rate between 1.25% - 3.28% and an expected life of five (5) years. Changes in these assumptions can materially affect the value estimate and, therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Co purchase options.

(3) Ms. Kennish joined the Company on September 12, 2022. Her 2022 income is based on an annual salary of $220,000.

• (4) The salary included for 2021 relates to the acquisition date of Cubeler Inc. by the Company, on October 1[st] , 2021.

Officers Who Also Act as Directors

None of the NEOs who are also directors of the Company received any compensation for services relating to their role as directors.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth particulars of all option-based and share-based awards outstanding for each NEO at December 31, 2022:

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Option-Based Awards Share-Based Awards
Market or
Number of Market or
Number of payout value of
Value of shares or payout value
Securities Option vested share-
unexercised in- units of of share
Name underlying exercise Option expiration date based awards
the-money- shares that awards that
unexercised price ($) not paid out or
options ($) [(1)] have not have not
options (#) distributed
vested (#) [(2)] vested ($)
($)
Johnson Joseph 110,000 1.000 June 5, 2023 0 Nil Nil Nil
Former President and CEO of 125,000 1.000 May 27, 2024 0 Nil Nil Nil
Tenet Fintech Group
201,000 1.000 June 11, 2025 0 Nil Nil Nil
250,000 1.500 October 28, 2025 0 Nil Nil Nil
182,500 4.100 July 7, 2026 0 Nil Nil Nil
Jean Landreville 18,750 1.000 June 5, 2023 0 Nil Nil Nil
Former CFO of Tenet Fintech 37,500 1.000 February 12, 2024 0 Nil Nil Nil
Group
52,500 1.000 May 27, 2024 0 Nil Nil Nil
155,000 1.000 June 11, 2025 0 Nil Nil Nil
250,000 1.500 October 28, 2025 0 Nil Nil Nil
175,000 4.100 July 7, 2026 0 Nil Nil Nil
Liang Qiu 87,500 1.000 June 5, 2023 0 Nil Nil Nil
CEO, Tenet China 90,000 1.000 May 27, 2024 0 Nil Nil Nil
151,600 1.000 June 11, 2025 0 Nil Nil Nil
250,000 1.500 October 28, 2025 0 Nil Nil Nil
175,000 4.100 July 7, 2026 0 Nil Nil Nil
Wendy Kennish
Chief Legal Officer and
57,594 1.240 October 1, 2027 0 Nil Nil Nil
Corporate Secretary of Tenet
Fintech Group
Claude Theroux
CTO of Tenet Fintech Group 6,849 7.500 January 1, 2027 0 Nil Nil Nil
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Notes:

• (1) Based on the difference between the closing price of the common shares of the Company on the Exchange on December 31, 2022, of $0.83 and the stock option exercise price, multiplied by the number of common shares under option. As at December 31, 2022, the exercise price

• (2) The Company has not granted any share-based awards.

Incentive Plan Awards Value Vested or Earned During the Year

The following table sets forth particulars of the value of option-based awards and share-based awards which vested during the year ended December 31, 2022, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2022, for each NEO:

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Non-equity incentive plan
Option-based awards-Value Share awards Value during
Name compensation-Pay-out during
vested during the year ($) [(1)] the year on vesting ($) [(2)]
the year ($) [(3)]
Johnson Joseph
Former President and 281,650 Nil 42,000
CEO of Tenet Fintech Group
Jean Landreville
Former CFO of Tenet Fintech 263,250 Nil 35,000
Group
Liang Qiu
261,890 Nil 38,500
CEO, Tenet China
Wendy Kennish 0 Nil Nil
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Chief Legal Officer and Corporate Secretary of Tenet Fintech Group
Claude Theroux CTO of Tenet Fintech Group	0	Nil	Nil

Notes:

(1) This amount is the aggregate dollar value that would have been realized if the options under option-based awards had been exercised on the vesting date. It is determined by the difference between the exercise price of the option and the market price on the date of vesting. If the option was not-in-the-money then a NIL value was assigned.

• (2) The Company has not granted any share-based awards.

• (3) The Company did not pay any non-equity incentive plan compensation during the year ended December 31, 2022.

At present, the only Incentive Plan Awards are Option-Based Awards. Stock Options granted to NEOs vest as follows: (i) 25% of the options vest eight (8) months following the date of the grant; (ii) 35% of the options vest sixteen (16) months following the date of the grant; and (iii) the remaining 40% of the options vest twenty-four (24) months following the date of the grant.

For the Options issued in the year 2020, the following table applies:

Name			Options vesting	Options vesting			Total
	February 11, 2021	June 28, 2021	October 11, 2021	February 28, 2022	June 11, 2022	October 28, 2022
Johnson Joseph Former President and CEO of Tenet Fintech Group	50,250	62,500	70,350	87,500	80,400	100,000	451,000
Jean Landreville Former CFO of Tenet Fintech Group	38,750	62,500	54,250	87,500	62,000	100,000	405,000
Liang Qiu CEO, Tenet China	37,900	62,500	53,060	87,500	60,640	100,000	401,600

For the Options issued in the year 2021, the following table applies:

Name		Options vesting	Options vesting	Total
	March 7, 2022	November 7, 2022	July 7, 2023
Johnson Joseph Former President and CEO of Tenet Fintech Group	45,625	63,875	73,000	182,500
Jean Landreville Former CFO of Tenet Fintech Group	43,750	61,250	70,000	175,000
Liang Qiu CEO, Tenet China	43,750	61,250	70,000	175,000

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For the Options issued in the year 2022, the following table applies:

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Name Options vesting Total
September February 1, October 1,
May 1, 2023 June 1, 2023 January 1, 2024
1, 2022 2024 2024
Johnson Joseph
Former President and
0 0 0 0 0 0 0
CEO of
Tenet Fintech Group
Jean Landreville
Former CFO of Tenet
0 0 0 0 0 0 0
Fintech
Group
Liang Qiu
CEO, Tenet China 0 0 0 0 0 0 0
Wendy Kennish
Chief Legal Officer
and Corporate 0 0 14,399 0 20,158 23,037 57,594
Secretary of Tenet
Fintech Group
Claude Theroux
CTO of Tenet Fintech 1,712 2,397 0 2,740 0 0 6,849
Group
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Pension Benefit Plans

The Company does not have any pension, retirement, or deferred compensation plans, including defined contribution plans.

Termination and Change of Control Benefits

There are no compensatory plans, contracts, or arrangements in place with any NEO arising from (i) the resignation, retirement, or other termination of employment of the NEO with the Company, (ii) a change control.

Director Compensation

Director Compensation Table

other than directors who are also NEOs, during the fiscal year ended December 31, 2022.

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Non-equity
Fees earned Share-based Option-based All other
Name incentive plan Total ($)
($) awards ($) awards ($) compensation ($)
compensation ($)
Carol Penhale 28,333 Nil Nil 0 Nil 28,333
Dylan Tinker 27,500 Nil Nil 0 Nil 27,500
Dana Ades-Landy 25,000 Nil Nil 0 Nil 25,000
Mark Dumas 46,752 Nil Nil 0 Nil 46,752
Michael Pesner 25,000 Nil Nil 0 Nil 25,000
Charles-André Tessier 70,000 Nil Nil 0 Nil 70,000
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TOTALS 222,585 Nil Nil 0 Nil 222,585

Share-Based Awards, Option-Based Awards, and Non-Equity Incentive Plan Compensation

Outstanding Share-Based Awards and Option-Based Awards

There are no option-based and share-based awards outstanding for each director, who was not an NEO, at December 31, 2022.

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Option-based Awards Share-based Awards
Market or Market or
Number of Value of Number of
payout value payout value of
Securities Option unexercised shares or units
of share vested share-
Name underlying exercise Option Expiration Date in-the- of shares that
awards that based awards
unexercised price ($) money- have not
have not not paid out or
options (#) options ($) vested (#)
vested ($) distributed ($)
N/A Nil Nil N/A Nil Nil Nil Nil
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Incentive Plan Awards Value Vested or Earned During the Year

The following table sets forth particulars of the value of option-based awards and share-based awards which vested during the year ended December 31, 2022, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2022, for each director of the Company who was not an NEO:

Name	Option-based awards-Value vested during the year ($)(1)	Share awards Value during the year on vesting ($) (2)	Non-equity incentive plan compensation-Pay-out during theyear($) (3)
Dana Ades-Landy	0	N/A	0
Mark Dumas	110,760	N/A	0
Michael Pesner	215,750	N/A	0
Charles-André Tessier	135,525	N/A	0
Notes

(1) This amount is the aggregate dollar value that would have been realized if the options under option based awards had been exercised on the vesting date. It is determined by the difference between the exercise price of the option and the market price on the date of vesting. If the option was not-in-the-money then a NIL value was assigned.

(2) The Company has not granted any share-based awards.

• (3) The Company did not pay any non-equity incentive plan compensation during the year ended December 31, 2022.

Stock Options granted to directors vest as follows: (i) 25% of the options vest eight (8) months following the date of the grant; (ii) 35% of the options vest sixteen (16) months following the date of the grant; and (iii) the remaining 40% of the options vest twenty-four (24) months following the date of the grant.

No Option-based awards were granted during the year 2022 to directors that are not NEOs.

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Discussion

The compensation paid to directors of the Company for the fiscal year ended December 31, 2022, has been determined on the basis of the roles and risks assumed by each director.

In addition to the fees earned, directors

which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term. The Board determines individual grants by an assessment of each ind current and expected future performance, level of responsibilities and the importance of their position and contribution to the Company. Executive officers who also act as directors of the Company do not receive any additional compensation for services rendered in their capacity as directors.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out particulars of the compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2022.

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(a) Number of securities to be (b) Weighted-average (c) Number of securities
issued upon exercise of exercise price of outstanding remaining available under
outstanding options, warrants options, warrants and rights equity compensation plans
and rights (excluding securities reflected
in column (a))
Plan Category
Incentive Stock Options Incentive Stock Options Incentive Stock Options
Equity compensation plans
3,871,025 $2.02 6,083,393
approved by security holders
Equity compensation plans not
Nil N/A N/A
approved by security holders
Total
3,871,025 $2.02 6,083,393
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Stock Option Re-Pricing

During the financial year ended December 31, 2022, no stock options were re-priced by the Company.

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Indebtedness of Directors and Executive Officers

of Directors and Executive Officers	of Directors and Executive Officers
AGGREGATE INDEBTEDNESS($)
Purpose	To the Company
Share Purchases	Nil
Other	250,904

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS
Name And Principal Involvement Largest Amount Financially Security for Amount
Position of the Amount Outstanding Assisted Securities Indebtedness Forgiven
Company Outstanding as at April Purchases During During
During Most 30, 2023 Most Recently Most
Recently ($) Completed Recently
Completed Financial Year Completed
Financial Year (#) Financial
($) Year
($)
Johnson Joseph,
Former President and Loan from 74,099 75,147 Nil None Nil
CEO of the
Tenet Fintech Group
Company
Liang Qiu Loan from
CEO, Tenet China & the 132,201 134,050 Nil None Nil
proposed nominee for
Company
election as a Director of
Tenet Fintech Group
Charles-André Tessier, Loan from
Former Director of the 41,125 41,707 Nil None Nil
Tenet Fintech Group Company
Securities Purchase Programs : Amount outstanding as of April 30, 2023 is Nil.
Other Programs: Amount outstanding as of April 30, 2023 is 250,904. See below for more details.
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• Johnson Joseph both exercised stock options to acquire common shares of the Company. While processing those transactions, the Company had to remit withholding taxes to the government on behalf of the individuals. Those withholding taxes amounted to $40,400 for Mr. Tessier and $72,793 for Mr. Joseph. On December 15, 2021 those amounts were recorded as unsecured loans to those individuals by the Company maturing December 15, 2022. On June 3, 2022, an additional loan, for a similar purpose, was issued to another Director of the Company (Liang Qiu) of $130,462 maturing on December 31, 2022.

As at December 31, 2022, the aggregate outstanding amount due for said loans including accrued unpaid interest is $247,425 (December 31, 2021 - $113,193 and bear interest at the quarterly prescribed variable rate. In August 2022, Mr. Tessier resigned from his role of Director and ceased to be a related party. On April 28, 2023, Mr. Johnson left his role as President and CEO. As such, the total outstanding amount due for said loans including accrued unpaid interest specifically with related parties as at December 31, 2022 is $206,300. As the loans have expired, the Company is in the process of negotiating repayment terms to be agreed with each current and past Director.

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Except for the foregoing, no director or officer, or former director or officer of the Company nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Company nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company.

Interests of Informed Persons in Material Transactions

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

Management Contracts

There are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

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Corporate Governance Practices

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

• National Policy 58-prescriptive corporate governance guidelines, which apply to all public companies. The Company has reviewed its own corporate governance practice

comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-

Company to disclose annually in its Information Circular certain information concerning its corporate governance practices. As reference to the requirements of Form 58-101F2, which disclosure is set forth below.

Board of Directors

Structure and Composition

The Board, at present, is composed of five directors, three of whom, Carol Penhale, Dylan Tinker and Paul Gibbons, are considered independent. Johnson Joseph, who served as President and CEO until April 28, 2023, and Liang Qiu, CEO of Tenet Group China are members of management and therefore not independent. The Company is actively recruiting a new director but has yet to complete the process.

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Directors Independent Non-independent Reasons (if non- Audit Committee
independent)
Paul Gibbons
Johnson Joseph Former Chief
Executive Officer
Carol Penhale
Liang Qiu CEO, Tenet China
Dylan Tinker
Total Directors 3 2 3
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In determining whether a director is independent, the Board considers, for example, whether the director assess the performance of management. Save and except for a specific annual amount in cash and stock options received in their capacities as directors of the Company from time to time, the independent directors do not receive any remuneration, directly or indirectly, by way of director, consulting or advisory Compensation of -independent directors do not receive any compensation for their role as Director.

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Following the Meeting, the Board should continue accordance with the objective of the Company. The Board facilitates its exercise of independent supervision over management through frequent meetings of the Board in which the independent directors exercise their responsibilities for independent oversight of management. The independent directors also have the ability to meet independently of management whenever deemed necessary and each member of the Board understands that they are entitled to seek the advice of an independent expert if they reasonably consider it warranted under the circumstances. For the year 2022, the Board did not hold meetings of independent members only, however any executive management issues were addressed f the Board, during which the non-independent directors, were excluded. On top of these official meetings, the Board also met with regularity on an informal basis to assist the Company as it undertook new initiatives in governance, capital markets, and financing matters, among other things.

The mandate of the Board was reviewed, updated, and formalized in 2021, and reviewed and approved in 2022. The Mandate of the Board better sets forth in details the objectives of the Board, which are to manage or supervise the management of the business and affairs of the Company and to act with a view affairs directly and through its committees. In fulfilling its mandate, the Board, among other matters, is plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the utilization of the Co mitigated to the extent reasonably practicable. Among the latest governance actions taken, the Board has adopted new and revised corporate policies, such as a Code of Ethics, an Insider Trading Policy, WhistleBlower Policy, and Delegation of Authorities and authorized the hiring of key management resources to support governance initiatives, including in human resources, operations, and legal affairs.

The Board delegates to management, through the Chief Executive Officer, the Chief Financial Officer, and the General Counsel responsibility for meeting defined corporate objectives, implementing approved applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Other Directorships

At the date of this Information Circular, Paul Gibbons is Chair of the Audit Committee and a member of the Board of FAX Capital Corp., an investment holding company.

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Orientation and Continuing Education

Although there is no formal orientation for new members of the Board, new directors receive an orientation package which includes reports on operations and public disclosure filings by the Company. New directors are also encouraged, when possible, to visit operations and are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate (available at www.sedar.com). New directors also have the opportunity to become familiar with the Company by

business. Orientation activities are tailored to the particular needs and experience of each director and the overall needs of the Board.

The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in the information technology sector and in the development and management of public companies. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends

Audit and Risk Management Committee

National Instrument 52-110 A - requires the Company, as a venture issuer, to disclose annually in its Information Circular certain udit and Risk in the following sections.

Charter of the Audit Committee

The Charter of the Audit Committee is annexed to this Information Circular as Appendix B.

Composition of the Audit Committee

The Audit Committee is composed as follows of the following members:

Name of Members	Independent	Financially Literate
Carol Penhale Meeting attendance in 2022: 2 of 21 Committee member since August 17, 2022
Dylan Tinker Meeting attendance in 2022: 2 of 22 Committee member since August 17, 2022; Committee Chair from August 17,2022

1 Ms. Penhale attended all of the Audit Committee meetings that were held since joining the Board of Directors on August 17, 2022.

2 Mr. Tinker attended all of the Audit Committee meetings that were held since joining the Board of Directors on August 17, 2022.

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until April 1, 2023 Paul Gibbons Committee Chair as of April 1, 2023

Under NI 52-110, a director of an audit

material relationship with the issuer, that is, a relationship which could, in the view of the Board, The Board has determined that all members of the Audit Committee are independent members. The Board has meaning of NI 52-110, that is, each member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the

Reliance on Certain Exemptions

The Company has not relied on the De Minimis Non-Audit Services exemption.

Pre-Approval Policies and Procedures for Audit Services

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

Areas of Experience

The members of the Board are considered to have the experience in the following areas:

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----- Start of picture text -----

Areas of Experience
Information Financial Executive International Corporate Marketing /
Directors
Technology (b) Management Dealings Governance Business
(a) (c) (d) (e) Development
(f)
Paul Gibbons X X X
Carol Penhale X X X X X X
Dylan Tinker X X X X X X
2 3 3 2 3 2
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Notes

(a) Information Technology refers to experience as an executive officer in a major technology company.

(b) Financial Expertise -110 Respecting Audit Committees .

(c) Executive Management refers to broad business experience through senior level position.

(d) International Dealings refers to experience in material negotiations with parties, private companies and government entities in an international context.

• (e) Corporate Governance refers to exp management.

(f) Marketing & Business development refers to senior executive experience in a major retail customer product, services or Distribution Company.

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Human Capital and Compensation Committee

The Human Capital and Compensation Committee is composed of Dylan Tinker (as Chair), Carol Penhale and Paul Gibbons. All members have a thorough understanding of compensation policies and principles related to executive compensation and have experience in human resources and compensation matters. Furthermore, members are also members of other committees of the Board and this overlap provides for

This committee is responsible in assisting the Board in fulfilling its oversight responsibilities relating to the compensation and retention of key senior management employees having the skills and expertise needed to enable the Company to achieve its goals and strategies at a fair and competitive compensation, following: (i) reviewing of the compensation of the executives and directors; (ii) reviewing the compensation payable to directors; (iii) overseeing the administration of the compensation plans of the Company; and (iii) reviewing of the executive and director compensation regulatory disclosure.

In 2021, the Board implemented a new Human Capital and Compensation Committee Charter which sets outs its responsibilities, including: (i) determining the compensation to be paid to executive officers and directors; and (ii), ensuring that such arrangements reflect the responsibilities and risks associated with each position.

Any compensation to be paid to executive officers who are also directors must be approved by the disinterested directors thereby providing the non-executive directors with significant input into

When determining the compensation of its executive officers, the committee considers: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the operations in general. The Human Capital and Compensation Committee Charter provides guidelines and processes to be followed by this Committee in establishing compensation packages.

Governance and Nomination Committee

The Corporate Governance and Nominating Committee is composed of Carol Penhale (as Chair), Paul Gibbons and Dylan Tinker.

This standing committee is responsible for, among other things, (i) overseeing and assessing the composition and functioning of the Board and the committees of the Board, (ii) the development, recommendation to the Board, implementation and assessment of effective corporate governance principles, (iii) identifying director candidates and recommending that the Board qualified director candidates for election, and (iv) reviewing the corporate governance disclosure of the Company.

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Code of Ethics

The Company has in place a Code of Ethics that aims to form the foundation of how its conduct business. pment activities and in the delivery of its products and services to customers to allow them to create and maintain a competitive position in the marketplace.

The Code of Ethics lays out responsibilities of the Company and its employees toward other employees, customers, suppliers, shareholders, and the community at large. To other employees, there are obligations to (i) respect each other and to provide employees with a safe place to work, satisfying and rewarding employment, on-going professional development, an open team environment, and (ii) a work place without any discrimination of any type, and free of any harassment whatsoever, including sexual harassment. The Company will not tolerate any unwelcome conduct that has the purpose or effect of creating an intimidating, offensive, or hostile work environment.

With respect to third-party information, the Company must (i) obtain competitive information legally and ethically, (ii) safeguard sensitive information obtained from business partners and suppliers, and (iii) honor all contractual commitments in their regard. The Company must not attempt to obtain confidential

The Company commits to core values based on honesty and integrity in carrying out its business activities. Employees must avoid conflicts of interest between their private financial affairs and their business conduct with the Company. All business activiti financial statements, in accordance with applicable accounting principles, and shall be subject to audit.

Whistleblower Policy

In April 2022, the Company adopted a Whistleblower Policy. As a rule, the Company expects each director, officer, employee, and contractor to comply with all applicable laws and stock exchange requirements. The Company is committed to promoting honesty and integrity and maintaining the highest ethical standards in all its activities. Consistent with these values, the Company does not tolerate any illegal or unethical behaviour, including fraud, criminal acts, regulatory violations, manipulation of accounting and auditing records, or any breach of its Code of Ethics.

The Whistleblower Policy serves to ensure that the Company has the appropriate procedures for (i) the receipt, retention, and treatment of complaints of any violations or suspected violations of the Code of financial reporting, internal accounting controls, auditing policies or procedures, or related matters, and (ii) the confidential, anonymous reporting of concerns regarding questionable accounting or auditing matters free from potential reprisal.

Shareholder Engagement

review the financial and operating results of the most recently completed quarter. Shareholders may contact also the Company about issues or questions about the Company by sending a letter to 119 Spadina Avenue, Suite 705, Toronto, Ontario, Canada M5V 2L1, Attn: Corporate Secretary, or by email at cboyd@tenetfintech.com. ially receive and process

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additional information

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communications before forwarding them to the addressee, and generally will not forward a communication that it determines to be primarily commercial in nature, is related to an improper or irrelevant topic, or is a request for general information about the Company, its products or services.

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additional information

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Additional Information

Additional documents and information relating to the Company, including the audited financial statements for the year ended December 31, 2022, and the Management Discussion and Analysis, are available at www.sedar.com or will be sent, free of charge, to any security holder of the corporation upon request.

Shareholders may contact the Company at the following address:

Tenet Fintech Group Inc. 119 Spadina Avenue Toronto, Ontario Canada M5V 2L1

Receipt of Motions From Shareholders for the Next Annual Meeting

secretary no later than February 24, 2024.

Board Approval

The contents of this Information Circular have been approved, and this mailing has been authorized by

Where information contained in this Information Circular rests specifically within the knowledge of a person other than the Company, the Company has relied upon the information furnished by such person.

TENET FINTECH GROUP INC.

/s/ Carol Penhale

Carol Penhale, Interim CEO

Date: May 31, 2023

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Appendix A Audit Committee Charter

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APPENDIX A AUDIT COMMITTEE CHARTER

PART 1

1.1 DEFINITIONS IN THIS CHARTER

auditor in connection with statutory and regulatory filings or engagements;

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the Board for the purpose of overseeing

the accounting and financial reporting processes of the Company and audits of the financial statements of the Company;

-110;

-110 Audit Committees;

-102;

• -102 - Continuous Disclosure Obligations;

and

PART 2

2.1 AUDIT COMMITTEE

The Board has hereby established the Committee for, among other purposes, compliance with the requirements of the Instrument.

2.2 RELATIONSHIP WITH EXTERNAL AUDITORS

The Company will henceforth require its external auditor to report directly to the Committee.

2.3 COMMITTEE RESPONSIBILITIES

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Appendix A Audit Committee Charter

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(a) The Committee shall be responsible for making the following recommendations to the Board:

• (i) report or performing other audit, review or attest services for the Company; and

• (ii) compensation of the external auditor.

(b) The Committee shall be directly responsible for overseeing the work of the external auditor attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

(c) The Committee shall pre-approve all non-audit services to be provided to the Company or its

(d) The Committee shall revie earnings press releases before the Company publicly discloses this information.

(e) The Committee shall ensure that adequate procedures are in place for the review of the statements, and shall periodically assess the adequacy of those procedures.

• (f) The Committee shall establish procedures for:

• (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

• (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(g) employees and former partners and employees of the present and former external auditor of the Company.

• 2.4 DE MINIMIS NON-AUDIT SERVICES

• (a) The Committee shall satisfy the pre-approval requirement in subsection 2.3(c) of the Charter if:

• (i) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent (5%) of the total amount of fees during the fiscal year in which the services are provided;

• (ii) the Company or the subsidiary of the Company, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

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Appendix A Audit Committee Charter

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• (iii) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its Members to whom authority to grant such approvals has been delegated by the Committee.

2.5 DELEGATION OF PRE-APPROVAL FUNCTION

(a) The Committee may delegate to one or more independent Members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 2.3(c).

(b) The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection 2.5(a) must be presented to the Committee at its first scheduled meeting following such preapproval.

2.6 PRE-APPROVAL POLICIES AND PROCEDURES

The Committee satisfies the pre-approval requirement in subsection 2.3(c) of the Charter if it adopts specific policies and procedures for the engagement of the non-audit services, if:

• (i) the pre-approval policies and procedures are detailed as to the particular service;

• (ii) the Committee is informed of each non-audit service; and

• (iii) management.

PART 3

• 3.1 AUTHORITY

The Committee shall have the authority:

(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

• (b) to set and pay the compensation for any advisors employed by the Committee, and

• (c) to communicate directly with the internal and external auditors.

PART 4

4.1 DISCLOSURE IN INFORMATION CIRCULAR

If management of the Company solicits proxies from the security holders of the Company for the purpose of electing directors to the Board, the Company shall include in its management information circular the disclosure required by Form 52-110F2 - Disclosure by Venture Issuers.

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