TerraVest Industries - Proxy Solicitation & Information Statement 2022

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 9, 2022 AND MANAGEMENT INFORMATION CIRCULAR TSX: TVK

January 7, 2022

TERRAVEST INDUSTRIES INC. NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION

TerraVest Industries Inc. (the “ Corporation ”) will hold its annual and special meeting (the “ Meeting ”) of shareholders of the Corporation (the “ Shareholders ”) on Wednesday, February 9, 2022 at 8:30 a.m. (Eastern time) at 98, des Industries, Cowansville, Quebec, J2K 0A1 for the following purposes:

to receive the Corporation’s consolidated financial statements for the year ended September 30, 2021, together with the auditor’s report on those statements;
to elect each Director of the Corporation for the ensuing year;
to appoint the auditor of the Corporation for the ensuing year and to authorize the Directors to fix the auditor’s remuneration;
to consider and, if deemed advisable, pass, with or without amendment, the resolution set forth in Appendix “C” of the management information circular accompanying this Notice of Meeting (the “ Option Plan Resolution ”), approving the amendment and restatement of the existing stock option plan of the Corporation; and
to transact any other business properly brought before the Meeting and at any and all adjournments thereof.

The accompanying management information circular contains more information regarding these matters. The Corporation’s financial statements for the year ended September 30, 2021 are filed on SEDAR at www.sedar.com, or are available, free of charge, to Shareholders upon request.

The Directors have fixed the close of business on January 5, 2022 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and only Shareholders of record on such date are entitled to vote on these matters at the Meeting.

Out of an abundance of caution, to proactively deal with potential issues arising from the unprecedented public health impact of COVID-19, and to limit and mitigate risks to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, the Corporation is discouraging physical attendance in person at the Meeting. The Meeting will not be open to the general public and will be limited to Registered Shareholders and duly appointed proxyholders only. Shareholders are strongly encouraged to exercise their right to vote by dating, signing and returning the enclosed form of proxy to Odyssey Trust Company, Attn: Proxy Dept. 702 – 67 Yonge St, Toronto ON M5E 1J8, so as to arrive no later than 8:30 a.m. (Eastern time) on Monday, February 7, 2022.

You may also vote through the internet at https://login.odysseytrust.com/pxlogin. If voting on the internet, please follow the instructions carefully and ensure that you have your proxy in hand as you will be required to enter the 12-digit control number located on your proxy above your name.

By Order of the Directors

Vegreville, Alberta January 7, 2022

(signed) Marilyn Boucher Chief Financial Officer

Page MANAGEMENT INFORMATION CIRCULAR ................................................................................................... 1 SOLICITATION OF PROXIES ............................................................................................................................ 1 Quorum .................................................................................................................................................... 1 Registered Shareholders - Appointment and Revocation of Proxies ....................................................... 1 Non-Registered (Beneficial) Shareholders - Appointment and Revocation of Proxies ............................ 2 Voting of Shares Represented by Management Proxies .......................................................................... 3 Interests of Certain Persons or Companies in Matters to be Acted Upon ............................................... 3 Interest of Informed Persons in Material Transactions ............................................................................ 3 Particulars of Matters to be Acted on at the Meeting ............................................................................. 3 INFORMATION RESPECTING TERRAVEST INDUSTRIES INC. .......................................................................... 5 General ..................................................................................................................................................... 5 Authorized Share Capital .......................................................................................................................... 5 Shares and the Principal Holders .............................................................................................................. 5 GOVERNANCE ............................................................................................................................................... 5 Relationship Between the Directors and Management ........................................................................... 5 Committees .............................................................................................................................................. 6 ELECTION OF DIRECTORS .............................................................................................................................. 6 Majority Voting Policy for Directors ......................................................................................................... 8 Equity Compensation Plan Information ................................................................................................... 8 Acceleration Events ................................................................................................................................ 12 Indebtedness of Directors and Executive Officers ................................................................................. 12 EXECUTIVE COMPENSATION ....................................................................................................................... 13 Compensation Discussion and Analysis .................................................................................................. 13 Option-Based Awards ............................................................................................................................. 15 Incentive Plan Awards ............................................................................................................................ 16 COMPENSATION OF DIRECTORS ................................................................................................................. 17 Incentive Plan Awards ............................................................................................................................ 18 PERFORMANCE GRAPH ............................................................................................................................... 19 Compensation Trend .............................................................................................................................. 19 ADDITIONAL INFORMATION ....................................................................................................................... 20

MANAGEMENT INFORMATION CIRCULAR

All information in this management information circular (the “ Circular ”) is dated as at January 7, 2022, unless otherwise stated.

SOLICITATION OF PROXIES

This Circular and the accompanying form of proxy are for use at the Corporation’s annual meeting (the “ Meeting ”) of shareholders (“ Shareholders ”) and any adjournments or postponements for the purposes described in the accompanying notice of Meeting. The Meeting is scheduled for 8:30 a.m. (Eastern time) on Wednesday, February 9, 2022 at 98, des Industries, Cowansville, Quebec, J2K 0A1.

Shareholders should review and follow the instructions of applicable health authorities and should not attend the Meeting in person if they are experiencing any cold or flu-like symptoms, or if they or someone with whom they have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting.

Proxies are being solicited on behalf of management of the Corporation. Proxies will be primarily solicited by mail, but may also be solicited by electronic means, by telephone or in person. The Corporation may retain, if determined advisable, an agency to solicit proxies for the Corporation. The Corporation is bearing the costs associated with this solicitation.

Each common share (a “Share”) of the Corporation outstanding on January 5, 2022 (the “Record Date”) is entitled to one vote at the Meeting.

Quorum

A quorum is required in order to transact business at the Meeting. Quorum for the Meeting is two persons entitled to vote present in person either holding personally or representing by proxy not less in aggregate than 10% of the issued and outstanding Shares.

Registered Shareholders - Appointment and Revocation of Proxies

You are a registered Shareholder if your Shares are held in certificate form in your name (a “ Registered Shareholder ”). If you are a Registered Shareholder you can vote your Shares:

in person at the Meeting; or
by signing the enclosed form of proxy.

If you are not a Registered Shareholder, in order to vote your Shares, you must follow the steps described in the next section below entitled “Non Registered (Beneficial) Shareholders – Appointment and Revocation of Proxies”.

If you are a Registered Shareholder and you complete, date, sign and return the enclosed proxy as described below, you give authority to the individuals named in the proxy or an individual of your choosing, to attend, vote and act on your behalf at the Meeting.

The individuals named in the enclosed form of proxy are directors of the Corporation (the “ Directors ”). You have the right to appoint a person of your choice, who need not be a Shareholder, to represent you and to attend and act on your behalf at the Meeting. If you wish to appoint someone other than the individuals listed in the enclosed proxy, please insert the name of the other person you wish to appoint in the space provided in the proxy for that purpose.

To be valid, you must date and sign your proxy and it must be received by Odyssey Trust Company, Attn: Proxy Dept, 702 – 67 Yonge St, Toronto ON M5E 1J8 before 8:30 a.m. (Eastern time) on Monday, February 7, 2022. You may also vote through the internet at https://login.odysseytrust.com/pxlogin. If voting on the internet, please follow the instructions carefully and ensure that you have your proxy in hand as you will be required to enter the 12-digit control number located on your proxy above your name. If the Meeting is adjourned or postponed, the proxy must be signed and received by Odyssey Trust Company before 8:30 a.m. (Eastern time) on the second business day before the adjourned Meeting.

After you or your attorney, duly authorized in writing, have signed and returned a proxy to Odyssey Trust Company, you may revoke your proxy:

by you or your attorney, duly authorized in writing, completing, dating and signing a new proxy or written statement with a date later than the previous proxy and delivering it to:
(a) Odyssey Trust Company in the manner described above; or
(b) to the Corporation’s registered office before the end of business on the day before the Meeting or any subsequent adjournments or postponements; or
(c) the chairman of the Meeting before the start of the Meeting or before any adjournments or postponements; or
in any other manner permitted by law.

Non-Registered (Beneficial) Shareholders - Appointment and Revocation of Proxies

Only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting. If your Shares are held in the name of a nominee, such as a bank, trust company, securities broker, trustee (including TFSA, RRSP, RRIF or RESP trustee) or other financial institution, you are considered a beneficial Shareholder (a “ Beneficial Shareholder ”).

Shares held by a nominee can only be voted according to the instructions of the Beneficial Shareholder. Regulatory policy requires nominees to seek voting instructions from Beneficial Shareholders in advance of Shareholder meetings. If you receive a proxy or voting information form from your nominee, you cannot use that proxy or voting information form to vote your Shares directly at the Meeting.

If you are a Beneficial Shareholder, there are two ways that you can vote your Shares:

by providing, well in advance of the Meeting, voting instructions to your nominee who will have sent you either a request for voting instructions or a form of proxy for the number of Shares you hold. You should carefully follow your nominee’s procedures and return instructions to ensure that your Shares are voted at the Meeting; or

TerraVest Industries Inc. – 2022 Management Information Circular Page 2

by attending the Meeting. However, as the Corporation generally does not have access to the names of non-Registered Shareholders, if you want to attend the Meeting in person, you must have your nominee appoint you as its proxyholder in respect of your Shares. Only after having been validly appointed as a proxyholder will you be able vote your Shares at the Meeting. If you plan to vote in this manner, contact your nominee to determine what documentation you need to complete in order to be appointed a proxyholder and, upon your arrival at the Meeting, you will need to register with Odyssey Trust Company.

A Beneficial Shareholder who wishes to revoke a proxy should follow any revocation instructions set forth on the form of proxy or voting instruction form provided to them by their intermediary or its agent.

A Beneficial Shareholder who wishes to appoint some other person as his or her representative at the Meeting should strike out the names of the designated proxyholders in the form of proxy or voting instruction form provided by their intermediary or agent and enter the name(s) of the person(s) to be appointed as representatives at the Meeting in the blank space on the form of proxy or voting instruction form provided to them and return the same to their intermediary or agent well in advance of the Meeting in accordance with the instructions provided by such intermediary or agent.

Voting of Shares Represented by Management Proxies

Unless you specify another individual, the enclosed form of proxy gives authority to two named individuals, who are representatives of the Corporation, to vote or withhold from voting your Shares at the Meeting according to your instructions on any ballot that may be called for and, if you specify on your proxy how you want your Shares to be voted on a particular matter, the proxyholder will vote your Shares that way. In the absence of specific instructions, the representatives of the Corporation will vote in favour of the matters set forth herein. The form of proxy also gives the representatives of the Corporation discretionary authority to vote on other matters that properly come before the Meeting.

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

The Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any Director or executive officer holding such positions at any time since the beginning of the Corporation’s last financial year, or proposed nominee for election as Director or any associate or affiliate of such persons in matters to be acted upon at the Meeting.

Interest of Informed Persons in Material Transactions

Other than as set forth in this Circular, the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation (as such term is defined under applicable securities laws), any proposed nominee for election as Director of the Corporation, or any associate or affiliate of any of the foregoing, in any transaction since the commencement of the Corporation’s most recently completed financial year or any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Particulars of Matters to be Acted on at the Meeting

The matters to be placed before the Meeting are the matters set forth in the notice of Meeting as further described below.

Election of Directors

Unless you specify otherwise by proxy or by ballot, the representatives of the Corporation designated in the form of proxy intend to vote FOR the election as Directors of each of Charles Pellerin, Blair Cook, Dale Laniuk, Dustin Haw, Rocco Rossi and Mick MacBean. For further information, please refer to “Election of Directors” below.

TerraVest Industries Inc. – 2022 Management Information Circular Page 3

Appointment of Auditor

It is proposed that (i) Raymond Chabot Grant Thornton LLP be appointed as the Corporation’s auditor to hold office until the next annual meeting of Shareholders; and (ii) the Directors be authorized to fix the remuneration to be paid to the auditors of the Corporation.

Raymond Chabot Grant Thornton LLP was first appointed as the Corporation’s auditors on December 31, 2014.

Unless you specify otherwise by proxy or by ballot, the representatives of the Corporation designated in the form of proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton LLP as the Corporation’s auditor to hold office until the close of the next annual Shareholders’ meeting and the authorization of the Directors to set remuneration for the year for Raymond Chabot Grant Thornton LLP.

Special Business – Option Plan Resolution

The Corporation’s existing stock option plan (the “ Current Plan ”) reserves up to a total of 1,500,000 common shares of the Corporation (“ Shares ”) for issuance pursuant to the grant of stock options of the Corporation, provided that the aggregate number of Shares reserved for issuance may not exceed 10% of the Shares then issued and outstanding. This represents approximately 8.37% of the Shares that are issued and outstanding as of January 7, 2022. As at January 7, 2022, options to acquire 367,500 Shares were outstanding under the Current Plan, representing 2.05% of the then issued and outstanding Shares. As at January 7, 2021, options to acquire 301,500 Shares remained available for grant under the Current Plan, representing 1.68% of the then issued and outstanding Shares. The Directors recommend that, among other amendments, the Current Plan be amended and restated: (i) to a “rolling” plan, whereby the amount of Shares that may be reserved for issuance shall be up to 10% of the issued Shares outstanding from time to time; (ii) to provide that the number of Shares that may be issued to any one Insider (as such term is defined in the Current Plan) of the Corporation within any one-year period not exceed 5% of the then issued Shares outstanding from time to time; and (iii) to remove reference to Clarke Inc., George Armoyan and Dale Laniuk or any of their associates or affiliates from exclusions to Acceleration Events under the Current Plan. See “ Equity Compensation Plan Information” herein for a more detailed description of the Current Plan.

An ordinary resolution will be placed before Shareholders to approve the amendment and restatement of the Current Plan described herein (the " Option Plan Resolution "). The Board considers the approval of the Option Plan Resolution to be appropriate and in the best interests of the Corporation. Accordingly, unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Shares represented by such form of proxy, properly executed, FOR the approval of the Option Plan Resolution.

The full text of the Option Plan Resolution is set out in Appendix “C” hereto and the full text of a current draft of the proposed amended and restated option plan (the “ Amended and Restated Plan ”) is set out in Appendix “D” hereto. The rules of the Toronto Stock Exchange (the “ TSX ”) require that, every three years after institution, all unallocated options, rights or other entitlements under a security based compensation arrangement that does not have a fixed maximum number of securities issuable, such as an evergreen plan, must be approved by shareholders. If the Option Plan Resolution is passed, and the Amended and Restated Plan is implemented, the Corporation will be entitled to grant unallocated Options thereunder until February 8, 2025 (being three (3) years from the date that Shareholder approval is obtained), without being required to seek further approval of the unallocated Options under the Amended and Restated Plan. Whether or not the Option Plan Resolution is approved, all Options currently outstanding under the Current Plan will remain in effect in accordance with their terms. If the Option Plan Resolution is not approved, the Current Plan will remain in effect and the Corporation will retain the ability to grant Options up to the Current Plan’s maximum.

Other Business

As at the date of this Circular, management of the Corporation is not aware of any amendments or variations or other matters to come before the Meeting.

TerraVest Industries Inc. – 2022 Management Information Circular Page 4

INFORMATION RESPECTING TERRAVEST INDUSTRIES INC.

General

The Corporation was formed as a result of the conversion of TerraVest Income Fund (the “ Fund ”) into a corporation named “TerraVest Capital Inc.” pursuant to a plan of arrangement under the Business Corporations Act (Alberta) completed on October 31, 2012 (the “ Arrangement ”). The Arrangement resulted in unitholders of the Fund receiving one Share for each trust unit held on the effective day of the Arrangement. On February 21, 2018, the Corporation effected a name change pursuant to which the Corporation changed its name to “TerraVest Industries Inc.”.

Authorized Share Capital

The Corporation currently has one class of Shares issued and outstanding that entitles holders thereof to vote at the Meeting. The Corporation is entitled to issue an unlimited number of Shares. Each Share outstanding at the Record Date is entitled to one vote at the Meeting.

Shares and the Principal Holders

As at January 7, 2022 the Corporation had 17,929,118 Shares issued and outstanding. To the knowledge of the Corporation, no person beneficially owns, directly or indirectly, or controls or directs more than 10% of the outstanding Shares other than as described below:

NAME OF HOLDER	NUMBER OF SHARES HELD DIRECTLY OR INDIRECTLY	PERCENTAGE OF AGGREGATE OUTSTANDING SHARES
Charles Pellerin(1)(2)	3,532,900	19.7%
Mawer Investment Management Ltd.(3)	2,588,971	14.4%
Dale H. Laniuk(4)(5)	2,085,000	11.6%

Notes:

(1) As reported by Charles Pellerin.

(2) Shares owned by Charles Pellerin, 9162-2803 Quebec Inc., 9202-2599 Quebec Inc. and Société Alexco S.E.N.C.

(3) As reported by Mawer Investment Management Ltd.

(4) As reported by Dale Laniuk.

(5) Shares owned by Dale H. Laniuk, Laniuk Partnership #2 and Lee-Lan Holdings Ltd.

GOVERNANCE

Under rules adopted by Canadian securities regulatory authorities, the Corporation is required to disclose information relating to its governance. A discussion of the Corporation’s governance system within the context of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) is attached to this Circular as Appendix “A”.

Relationship Between the Directors and Management

The Directors have in place appropriate structures to ensure that they can function independently of management. The primary responsibility of the Chair is to oversee the Directors’ discharge of their responsibilities. Charles Pellerin is the current Chair of the Board of Directors.

The Chief Executive Officer of the Corporation is responsible for the day-to-day administration and management of the Corporation and its subsidiaries. The Directors or a committee thereof make all major policy decisions relating to the Corporation and its subsidiaries.

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As applied to a Director herein, “ independent ”, except with reference to the Audit Committee, has the meaning ascribed to such term in respect of a director of an issuer in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) and as may subsequently be in effect from time to time or any successor policy thereto and includes having no direct or indirect material relationship with the Corporation, where a “material relationship” is a relationship which could, in the view of the Directors, reasonably interfere with the exercise of such Director’s independent judgement. Members of the Audit Committee are required to be independent in accordance with subsection 3.1(3) of NI 52-110.

Committees

The board of the Directors has two committees, the Governance and Nominating Committee and the Audit Committee. A discussion of the governance structure of the Corporation and its subsidiaries is provided in Appendix “A” to this Circular.

Information in respect of the Audit Committee, the members of the Audit Committee, the charter of the Audit Committee and certain information regarding the audit fees paid in the 2021 and 2020 fiscal years is contained in the Corporation’s annual information form dated December 7, 2021 (the “ AIF ”), under “Audit Committee” and in the Appendix to the AIF, which is incorporated by reference herein. A copy of the AIF may be found on SEDAR at www.sedar.com, and, upon request, the Corporation will promptly provide a copy of such document free of charge to a Shareholder.

ELECTION OF DIRECTORS

At the Meeting, Shareholders will be asked to elect each nominee as a Director. The election of each individual Director will be effected by an ordinary resolution approved by a majority of the votes cast at the Meeting.

In the absence of contrary instructions, the representatives of the Corporation named in the form of proxy intend to vote for each of the nominees to be elected by the Shareholders listed below. Each of the listed nominees is currently a Director. Management of the Corporation believes that each of the listed nominees will be able to serve as a Director but, if for any reason before the Meeting, a nominee is unable to serve as a Director, the persons named in the form of proxy have the discretion to vote for another nominee at the Meeting. Each elected or appointed Director will hold office until the next annual general meeting or until a successor is duly elected or appointed.

The following table sets forth, for each Director nominated, the name, municipality of residence and principal occupation during the last five years and the number of Shares beneficially owned or controlled.

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NAME AND MUNICIPALITY OF RESIDENCE	DIRECTOR SINCE	PRINCIPAL OCCUPATION	AGGREGATE NUMBER OF SHARES OWNED DIRECTLY OR INDIRECTLY OR OVER WHICH CONTROL OR DIRECTION IS EXERCISED AS OF THE DATE HEREOF(1)
Charles Pellerin Victoriaville, Quebec, Canada	February 15, 2014	Principal Partner and President of Pellerin Potvin Gagnon S.E.N.C.R.L. Mr. Pellerin also serves on the Board of Clarke Inc. (TSX:CKI).	3,532,900
Blair Cook Halifax, Nova Scotia, Canada	October 31, 2012	Presently CFO of Mara Renewables, a biotechnology company. Prior to this, Mr. Cook was CFO of Horizon Maritime, a marine asset and management company. He is also a partner at Executive Finance Partners, a thought leadership and consulting firm. Mr. Cook serves on the Board of Clarke Inc. (TSX:CKI).	16,550
Dustin Haw Toronto, Ontario, Canada	June 18, 2014	President and CEO of TerraVest Industries Inc. Prior to joining TerraVest, Mr. Haw served as Vice President of Investments at Clarke Inc.	91,466
Dale H. Laniuk Vegreville, Alberta, Canada	October 31, 2012	Retired investor and corporate director; President and CEO of TerraVest from 2012 to 2015; President and CEO of TerraVest Industries Inc. in 2012; Non-executive Chair of TerraVest Income Fund from 2009 to 2011 with executive responsibility for Processing Equipment.	2,085,000
Rocco Rossi Toronto, Ontario, Canada	October 31, 2012	Currently CEO of the Ontario Chamber of Commerce representing the interests of over 60,000 businesses big and small. He was formerly for 5 years the CEO of Prostate Cancer Canada which was ranked by the Financial Post as one of the top 3 health charities in Canada in terms of efficiency and financial transparency in 2017.	20,000
Michael (Mick) MacBean Calgary, Alberta, Canada	May 2, 2017	Senior Managing Director at TriWest Capital Partners (2010-present). Prior to 2010, Mr. MacBean was a founder and CEO of Diamond Energy Services. Mr. MacBean also currently serves on the Board of Directors of a number of private and public companies.	5,004

Note:

(1) Information provided by nominee, such information not being within the knowledge of the Corporation.

TerraVest Industries Inc. – 2022 Management Information Circular Page 7

To the knowledge of the Corporation, except as disclosed below:

no proposed nominee is at the date hereof, or has been within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that:
(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 (an “ Order ”) that was in effect for more than 30 consecutive days while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director or chief executive officer or chief financial officer and which resulted from an event which occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;
no proposed nominee is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; and
no proposed nominee has within the 10 years before the date hereof, 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 his assets.

Majority Voting Policy for Directors

To ensure accountability to the Shareholders and in accordance with the TSX rules, the Board has adopted a majority voting policy. Under this policy, in an uncontested election of Directors, any nominee who receives a greater number of “withheld” votes than “for” votes will tender his or her resignation following certification of the Shareholder vote. The Governance and Nominating Committee will consider the resignation and recommend to the Board whether or not to accept the resignation. The Board expects that resignations will be accepted except in situations where extenuating circumstances would warrant the applicable Director to continue to serve on the Board. The Board’s decision and process will be publicly disclosed by news release, which will be filed on SEDAR at www.sedar.com.

Equity Compensation Plan Information

The following information is provided as of September 30, 2021 with respect to compensation plans under which equity securities of the Corporation are authorized for issuance. The current stock option plan of the Corporation was approved by Shareholders at the meeting of Shareholders on February 11, 2015 (the “ Current Plan ”) and is available on the Corporation’s SEDAR profile at www.sedar.com. Please refer to the Section entitled “Special Business - Option Plan Resolution” for details regarding certain proposed amendments to the Current Plan, and Appendix “C” hereto for the full text of the Option Plan Resolution, and Appendix “D” hereto for the full text of the proposed Amended and Restated Plan.

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PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS *(A)*	WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS *(B)*	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) *(C)*
Equity compensation plans approved by security holders	367,500	$10.19	301,500
Equity compensation plans not approved by security holders	Nil	N/A	Nil
Total	367,500	$10.19	301,500

Current Plan Terms

The following is a summary of the terms of the Current Plan, and is qualified in its entirety by reference to the full text of the Current Plan.

Administration

The Current Plan is administered by the Directors. The Directors have the power to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Current Plan.

Eligibility

Options may be granted under the Current Plan to any officer or other senior management employee of the Corporation or any subsidiary or affiliate of the Corporation or a corporation controlled by such persons (collectively, “ Eligible Persons ”). Options are not assignable or transferrable except as provided for in the Current Plan, which allows for limited circumstances whereby the personal representatives, heirs or legatees may exercise the Options upon the death of the holder of the Options (see the section entitled Retirement; Resignation; Death, Etc. below for a description of these circumstances).

Shares Subject to the Current Plan

The aggregate number of Shares currently reserved for issuance upon the exercise of all Options granted under the Current Plan shall not exceed 1,500,000, which represents approximately 8.4% of the total number of Shares currently issued and outstanding. Should the Option Plan Resolution be approved and the Amended and Restated Plan be implemented, the maximum aggregate number of Shares that may be reserved for issuance upon exercise of all Options shall be amended to 10% of the Corporation’s then issued Shares outstanding.

No fractional Shares may be purchased or issued under the Current Plan. In no event shall: (a) the aggregate number of Shares issuable under the Current Plan and any of the Corporation’s other security based compensation arrangements to Insiders exceed 10% of the Shares then issued and outstanding; and (b) Insiders be issued, pursuant to the Current Plan and any of the Corporation’s other security based compensation arrangements, within any one year period, a number of Shares which exceeds 10% of the Shares then issued and outstanding. For the purposes of this summary of the Current Plan, “Insider” has the meaning given to such term in the TSX Company Manual, as may be amended from time to time, for the purposes of Section 613 of the TSX Company Manual.

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Terms of Options

Unless otherwise determined by the Directors, the price at which Shares may be purchased under an Option (the “ Option Price ”) shall be equal to the volume weighted average trading price of the Shares on the TSX for the twenty (20) trading days immediately preceding the date that the Option is granted by the Directors (the “ Market Price ”) (should the Option Plan Resolution be approved and the Amended and Restated Plan be implemented, the definition of Market Price will be amended to be the volume weighted average trading price of the Shares on the TSX for the five (5) trading days immediately preceding the date that the Option is granted by the Directors). The Option Price will be fixed for the term of an Option, and in no event shall the Option Price be less than the Market Price of the Shares on the date that the Option is granted by the Directors (the “ Grant Date ”). Unless otherwise determined by the Directors, the period in which the holder of an Option may exercise an Option (the “ Option Period ”) shall be ten (10) years from the Grant Date, provided that in the event that the Option Period should end within a blackout period in which Eligible Persons cannot trade securities of the Corporation pursuant to the Corporation’s policies on trading restrictions, or within the nine (9) business days following the expiry of such blackout period, the Option Period will end on the date which is ten (10) business days after the expiry of such blackout period. Unless otherwise determined by the Directors, each Option shall become exercisable in respect of 33⅓% of the Shares subject to such Opfion after each anniversary of the Grant Date (i.e. 33⅓% of such Shares after each of the first, second and third anniversaries of the Grant Date).

In lieu of a holder making payment by cash or cheque for the Option Price of the Shares then being purchased, the holder may make payment in full by way of a cashless exercise in accordance with such procedures as may be determined by the Board from time to time.

Retirement; Resignation; Death, Etc.

If before the expiry of an Option, the holder of an Option becomes qualified for retirement from his office or employment with the Corporation and any subsidiary or affiliate, the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the thirty-six (36) month period which commences on the date the holder retired; to the same extent that the Option would have otherwise been exercisable by such holder during such period (unless the Directors determine otherwise). After such period, the Option and all rights of the holder shall immediately expire and terminate.

If before the expiry of an Option, the holder of an Option dies, the Option granted to such holder shall be exercisable by the personal representatives, heirs or legatees of the deceased holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the ninety (90) day period which commences on the date of the holder’s death (should the Option Plan Resolution be approved and the Amended and Restated Plan be implemented, this period will be amended to the end of the one hundred and eighty (180) day period which commences on the date of the holder’s death); to the same extent that the Option would otherwise have been exercisable by such holder during such period (unless the Directors determine otherwise). After such period, the Option and all rights of the holder thereunder shall immediately expire and terminate.

If before the expiry of an Option, the holder of an Option qualifies for benefits under the Corporation’s long-term disability plan (“ LTD ”), the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the ninety (90) day period which commences on the date that the holder became eligible for benefits under the LTD (should the Option Plan Resolution be approved and the Amended and Restated Plan be implemented, this period will be amended to the end of the one hundred and eighty (180) day period which commences on the date that the holder became eligible for benefits under the LTD); to the same extent that the Option would have otherwise been exercisable by such holder during such period (unless the Directors determine otherwise). After such period, the Option and all rights of the holder thereunder shall immediately expire and terminate.

If before the expiry of an Option the holder of an Option resigns from his office or employment with the Corporation and any subsidiary or affiliate, the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the thirty (30) day period which commences on the date

TerraVest Industries Inc. – 2022 Management Information Circular Page 10

the holder tenders his resignation; to the same extent that the Option would have otherwise been exercisable by such holder prior to the date of such resignation (unless the Directors determine otherwise). For certainty, during such thirty (30) day period, the Option shall only be exercisable in respect of those Shares for which the Option would have otherwise been exercisable during such thirty (30) day period. After the period when the Option may be exercised, the Option and all rights of the holder thereunder shall immediately expire and terminate.

If before the expiry of an Option, the holder’s employment or office with the Corporation and any subsidiary or affiliate is terminated by the Corporation or any such subsidiary or affiliate for cause, the Option granted to such holder and all rights of the holder thereunder shall expire and terminate effective the date that the holder’s employment or office is terminated (unless the Directors determine otherwise).

Unless otherwise determined by the Board and provided for in the applicable option agreement, if before the expiry of an Option, the holder’s employment or office with the Corporation and any subsidiary or affiliate is terminated by the Corporation or any such subsidiary or affiliate without cause, the Option granted to such holder shall be exercisable by the holder until the earlier of: (i) the expiration date of the Option; and (ii) the end of the ninety (90) day period which commences on the effective date that the holder’s employment or office is terminated without cause. During such period, the Option shall be exercisable in respect of all Shares for which the Option would have been exercisable during the notice or severance period provided by the Corporation. After such period, the Option and all rights of the holder thereunder shall immediately expire and terminate.

Amendments to, or Discontinuance of, the Current Plan

The Current Plan includes provisions which allow the Corporation to make such amendments to outstanding Options that are appropriate to prevent dilution or enlargement of the rights granted under Options issued under the Current Plan, or to account for the reclassification, reorganization or other changes to the Shares, or to account for the consolidation, merger or amalgamation of the Corporation.

Subject to any required approval of any regulatory authority or the TSX, the Directors may at any time or from time to time suspend, terminate or discontinue the Current Plan provided that without the consent of the Option holders, such suspension, termination or discontinuance may not in any manner adversely affect the rights under any Options previously granted under the Current Plan.

Subject to any required approval of any regulatory authority, the Directors may at any time alter, amend or vary the Current Plan or any outstanding Option without the approval of the Shareholders, if the alteration, amendment or variance: (a) is of a housekeeping nature, including without limitation, for the purpose of curing any ambiguity, error or omission in the Current Plan or to correct or supplement any provision of the Current Plan that is inconsistent with any other provision of the Current Plan; (b) is necessary to comply with applicable law or the requirements of the TSX; (c) changes the vesting provisions of any Option; or (d) changes the termination provisions of an Option or the Current Plan which does not entail an extension beyond the original expiry date.

Shareholder approval must be obtained in the event of any alteration, amendment or variance to the Current Plan which: (a) increases the number of Shares issuable under the Current Plan; (b) changes the class of eligible participants under the Current Plan which has the potential of broadening or increasing participation by Insiders of the Corporation; (c) provides additional benefits to Eligible Persons at the expense of the Corporation and its existing Shareholders; (d) reduces the Option Price of Options held by Insiders of the Corporation; or (e) extends the Option Period applicable to Options held by Insiders of the Corporation.

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Annual Burn Rate

The following table outlines the Burn Rate (as defined below) for the Current Plan for the past three fiscal years.

	2021	2020	2019
Burn Rate(1)	-	0.5%	-

(1) The “ Burn Rate ” is calculated using the TSX prescribed methodology, which is the total number of Options granted under the arrangement during the applicable fiscal year, divided by the weighted average number of Shares outstanding for the fiscal year.

Acceleration Events

Unless otherwise determined by the Board and provided for in an option agreement, in the event that: (a) the Corporation obtains approval from the Shareholders for a transaction which, if completed, would constitute an Acceleration Event (defined below); (b) an Acceleration Event has occurred; or (c) the Board adopts a resolution to the effect that an Acceleration Event has occurred or is imminent; the Board shall: (a) permit the exercise of all outstanding Options within the twenty (20) day period next following the date of such notice (notwithstanding the terms of such Options which specify when such Options would otherwise be exercisable) and determine that upon the expiration of such twenty (20) day period all Options shall expire and terminate; or (b) require such holders to surrender their Options, among other matters, provided that; (i) as a result of the Acceleration Event, the holders of Shares receive equity securities of the successor corporation or entity or the acquirer; (ii) such successor corporation or entity or the acquirer has provided an irrevocable and unconditional undertaking to grant replacement options to the holders on the equity securities offered as consideration; and (iii) the Directors have determined, in good faith, that such replacement options have substantially the same economic value as the Options being surrendered. In the event that the option holder’s employment or office is terminated without cause from the successor entity within twenty-four (24) months after the date of the change of control, the holder’s replacement options would immediately vest and would be exercisable until the earlier of: (i) the expiration date of the “replacement options”; and (ii) the end of the 90-day period which commences on the effective date of the termination of the holder’s employment or office. For the purposes of this summary, an “ Acceleration Event ” means the occurrence of any one or more of the following events: (a) any transaction or series of transactions with or into any other person or entity that affects any transfer, conveyance, sale, lease or exchange of all or substantially all of the assets of the Corporation (other than a person who is an associate or an affiliate of such entity); (b) any acquisition or series of acquisitions by any means whatsoever by any person (other than the Corporation or any subsidiary or affiliate thereof) or by a group of persons acting jointly or in concert (other than with the Corporation or any subsidiary or affiliate thereof) of that number of securities of the Corporation which have associated with them that number of votes which is equal to or greater than 66 2/3% of the votes associated with the then issued and outstanding voting securities of the Corporation, as the case may be, provided, however, that an Acceleration Event will be deemed to have not occurred if the person or group of persons acting jointly or in concert includes any of Clarke Inc., George Armoyan or Dale Laniuk or any of their associates or affiliates (provided however that, should the Option Plan Resolution be approved and the Amended and Restated Plan be implemented, the foregoing exclusion regarding Clarke Inc., George Armoyan and Dale Laniuk shall be removed); or (c) any transaction or event in which the Corporation ceases to be a “reporting issuer” under the Securities Act (Alberta), as may be amended from time to time, or in which the Shares cease to be listed for trading on the TSX.

Indebtedness of Directors and Executive Officers

To the knowledge of the Corporation, as at January 7, 2022, none of the Directors, executive officers or senior officers of the Corporation were indebted to the Corporation or its subsidiaries.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion of the significant elements of compensation awarded to, earned by, paid, or payable to the Chief Executive Officer (“ CEO ”) of the Corporation, Chief Financial Officer (“ CFO ”) of the Corporation and the three most highly paid executive officers of Corporation or a subsidiary thereof, 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 (the “ NEOs ”).

Governance and Nominating Committee

The Governance and Nominating Committee consists of all the members of the Board. In respect of compensation matters, the Governance and Nominating Committee is responsible for:

reviewing, at least annually, the overall compensation policies and guidelines and its objectives related to Director, Board and executive compensation, as well as its corporate succession and development plans for the senior management team; and
determining that the compensation of Directors and Board members realistically reflects the responsibilities and risks involved in being an effective Director or Board member, as the case may be.

In addition, in conjunction with the compensation responsibilities of the Governance and Nominating Committee, the Board shall review on an ongoing basis the overall compensation policies and guidelines and its objectives related to executive and senior officer compensation and succession and development plans.

Each of the current and former members of the Governance and Nominating Committee referred to above is an experienced business person with a broad range of relevant experience to assist them in the performance of their responsibilities as Committee members.

The Governance and Nominating Committee has not retained a compensation consultant or advisor in each of the two most recently completed financial years or since the end of the last completed financial year.

Compensation Philosophy

The Governance and Nominating Committee’s executive compensation philosophy is guided by its objective to attract and retain executives critical to the success of, as appropriate, the Corporation or the specific portfolio business for which the executive is responsible.

Trading Restrictions

NEOs and Directors are permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or Director.

CEO Employment Agreement

The Corporation and Mr. Dustin Haw are parties to a letter agreement that provides for certain termination provisions. If Mr. Haw’s employment is terminated by the Corporation without cause, he would receive one month base salary. If Mr. Haw’s employment had been terminated by the Corporation on September 30, 2021, for any reason other than just cause, the Corporation would have been obligated to pay Dr. Haw an incremental payment of $21,250.

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CIO Employment Agreement

The Corporation and Mr. Mitchell Gilbert are parties to a letter agreement that provides for certain termination provisions. If Mr. Gilbert’s employment is terminated by the Corporation without cause, he would receive twelve months base salary. If Mr. Gilbert’s employment had been terminated by the Corporation on September 30, 2021, for any reason other than just cause, the Corporation would have been obligated to pay Mr. Gilbert an incremental payment of $250,000.

Other NEOs

The Governance and Nominating Committee set base compensation for each NEO based on the scope of the position and prior experience.

Performance Objectives

For 2021, the Governance and Nominating Committee assessed individual performance based on role descriptions. Any bonus payments to NEO’s were determined by the board of directors of the relevant portfolio business based on the board’s assessment of individual performance based on the factors the board of directors of the relevant portfolio business determines appropriate.

Risk Considerations

The compensation of each of the NEOs is composed of base salary, and a bonus component which is at the complete discretion of the Governance and Nominating Committee. In determining the bonus to be paid in a particular year, neither the Governance and Nominating Committee nor the board of directors of the relevant portfolio business relies on any formalized set of subjective or objective criteria. In considering the potential risks associated with the Corporation’s executive compensation structure, the Governance and Nominating Committee believes that this mix of base salary and discretionary bonus does not incentivize or encourage inappropriate risk taking on the part of NEOs, as any bonus awards are discretionary and determined on the basis of the Committee’s assessment of individual performance based on the factors the Committee, or the board of directors of the relevant portfolio business, determines appropriate.

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Summary Compensation Table

The following table summarizes the compensation paid to NEOs at the end of the three most recently completed financial years, for each NEOs in the most recent completed financial year:

NAME AND PRINCIPAL POSITION	YEAR	SALARY	OPTION-BASED AWARD	NON-EQUITY INCENTIVE PLAN COMPENSATION ANNUAL INCENTIVE PLAN (1)	ALL OTHER COMPENSATION (2)	TOTAL COMPENSATION
Dustin Haw, CEO	2021 2020(3) 2019	$255,000 $214,150 $204,904	Nil Nil Nil	$135,512 $98,354 $86,000	$594 $682 $558	$391,106 $313,186 $291,462
Marilyn Boucher, CFO (4)	2021 2020(3) 2019	$177,791 $156,150 $152,038	Nil Nil Nil	$25,201 $18,245 $16,721	$9,269 $9,427 $7,871	$212,261 $183,822 $176,630
Mitchell Gilbert, Chief Investment Officer	2021 2020(3) 2019	$250,000 $222,394 $250,000	Nil Nil Nil	Nil Nil Nil	$13,900 $12,450 $13,911	$263,900 $234,844 $263,911
Pierre Fournier, President and Chief Operating Officer, Gestion Jerico Inc.	2021 2020(3) 2019	$252,357 $227,716 $243,108	Nil Nil Nil	$182,347 $102,105 $127,942	$20,701 $28,094 $15,026	$455,405 $357,915 $386,076
Mitchell Debelser, President, Processing Equipment Segment	2021 2020(3) 2019	$236,677 $196,890 $200,000	Nil Nil Nil	$75,000 $139,500 $40,000	Nil Nil Nil	$311,677 $336,390 $240,000

Notes:

(1) Amounts reflect bonus payments made in the year in respect of performance in the prior year.
(2) Includes the amounts that reflect matching contributions to employer’s deferred profit sharing plan. The aggregate amount of perquisites and other personal benefits, securities or property received in the fiscal year which were not greater than 10% of the total salary for each NEO for such fiscal year were not disclosed in the table.
(3) Base compensation for executive management was reduced by 20% for a period of 6 months from April 3, 2020 to October 1, 2020 in response to the uncertain economic impact of the novel coronavirus.

(4) Mme. Boucher was appointed CFO on August 14, 2019. Prior to her appointment as CFO, Mme. Boucher was the Director of Finance of the Corporation.

Option-Based Awards

There are 367,500 Options outstanding under the Current Plan.

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Incentive Plan Awards

The following table sets forth certain information, in relation to the NEOs, regarding share-based and option-based awards outstanding as of the end of the financial year of the Corporation ended September 30, 2021.

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the- Money Options(1) ($)	Number of Shares That Have not Vested (#)	Market or Payout Value of Share- Based Awards That Have not Vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Dustin Haw, CEO	167,500	$9.10	March 9, 2024	$2,544,325	-	-	-
Marilyn Boucher, CFO	Nil	N/A	N/A	N/A	-	-	-
Mitchell Gilbert, Chief Investment Officer	Nil	N/A	N/A	N/A	-	-	-
Pierre Fournier, President and Chief Operating Officer, Gestion Jerico Inc.	Nil	N/A	N/A	N/A	-	-	-
Mitchell Debelser, President, Processing Equipment Segment	Nil	N/A	N/A	N/A	-	-	-

Note:

(1) Represents the aggregate dollar amount of in-the-money unexercised Options held at the end of the most recent financial year of the Corporation. The value of in-the-money unexercised Options is calculated based on the difference between the market value per Common Share as at September 30, 2021 ($24.29 per Common Share on the Toronto Stock Exchange) and the exercise price of the Option.

TerraVest Industries Inc. – 2022 Management Information Circular Page 16

The following table sets forth certain information, in relation to the NEOs, regarding the value vested or earned in connection with incentive plan awards during the financial year of the Corporation ended September 30, 2021.

Name	Option-Based Awards – Value Vested During the Year ($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Dustin Haw, CEO	N/A	N/A	$135,512
Marilyn Boucher, CFO	N/A	N/A	$25,201
Mitchell Gilbert, Chief Investment Officer	N/A	N/A	Nil
Pierre Fournier,President and Chief Operating Officer, Gestion Jerico Inc	N/A	N/A	$182,347
Mitchell Debelser, President, Processing Equipment Segment	N/A	N/A	$75,000

COMPENSATION OF DIRECTORS

The non-management Directors receive compensation that is intended to accomplish three goals: to retain and attract qualified Directors; to align the interests of Directors with the interests of Shareholders; and to encourage the Directors to hold a continuing equity interest in the Corporation. The compensation paid to each individual, other than members of management, for acting as a Director is: a retainer of $20,000 per year, an additional $10,000 per year if serving as Chair, an additional $5,000 per year if serving as a committee chair and $1,000 for each meeting of Directors and/or committee meeting attended in person or by telephone (except that each individual receives only $1,000 for attending a meeting of Directors and a committee meeting that occur on the same day). Some or all of this compensation may be paid in Shares purchased on the TSX. The Corporation also reimburses the Directors for out-of-pocket expenses for attending meetings.

The following compensation table sets out the compensation provided to the Corporation’s non-management Directors in the year ended September 30, 2021.

NAME AND BOARD POSITION	FEES EARNED(1)	SHARE- BASED AWARDS	OPTION- BASED AWARDS	NON-EQUITY INCENTIVE PLAN COMPENSATION	PENSION VALUE	ALL OTHER COMPENSATION	TOTAL COMPENSATION
Charles Pellerin(2)	Nil	Nil	Nil	Nil	Nil	$150,000	$150,000
Blair Cook, Chair of the Audit Committee	$30,000	Nil	Nil	Nil	Nil	Nil	$30,000
Rocco Rossi	$25,000	Nil	Nil	Nil	Nil	Nil	$25,000
Dale Laniuk	$25,000	Nil	Nil	Nil	Nil	Nil	$25,000
Mick MacBean	$25,000	Nil	Nil	Nil	Nil	Nil	$25,000
George Armoyan(3)	$8,104	Nil	Nil	Nil	Nil	Nil	$8,104

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Notes:

(1) Includes all fees awarded, earned, paid, or payable in cash for services as Director, including annual retainer fees, committee, chair, and meeting fees. See attached Appendix “A” under the section entitled “Further Information Regarding the Directors” for the record of meeting attendance.
(2) Mr. Pellerin’s company, Pellerin Strategies Conseils Inc., is paid a total of $150,000 per annum for consulting fees, which include compensation for Mr. Pellerin’s Board fees.
(3) Was a Director until February 10, 2021.

Incentive Plan Awards

The following table sets forth certain information, in relation to the Corporation’s non-management Directors, regarding share-based and option-based awards outstanding as of the end of the financial year of the Corporation ended September 30, 2021.

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-the- Money Options(1) ($)	Number of Shares That Have not Vested (#)	Market or Payout Value of Share- Based Awards That Have not Vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Charles Pellerin	100,000 100,000	$9.10 $13.12	Mar. 9, 2024 Jan. 20, 2027	$1,519,000 $1,117,000	-	-	-

Note:

(1) Represents the aggregate dollar amount of in-the-money unexercised Options held at the end of the most recent financial year of the Corporation. The value of in-the-money unexercised Options is calculated based on the difference between the market value per Common Share as at September 30, 2021 ($24.29 per Common Share on the Toronto Stock Exchange) and the exercise price of the Option.

The following table sets forth certain information, in relation to the Corporation’s non-management Directors, regarding the value vested or earned in connection with incentive plan awards during the financial year of the Corporation ended September 30, 2021.

Name	Option-Based Awards – Value Vested During the Year ($)	Share-Based Awards – Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Charles Pellerin	$89,332	N/A	N/A

The Directors and officers of the Corporation are covered by insurance in respect of liability that may be incurred by them acting in such capacity with a maximum coverage of $10,000,000 a year and a deductible of up to $100,000 per claim, depending on the type of claim, unless the liability arises because such Director or officer fails to act honestly and in good faith with a view to the best interests of each of the Corporation and its subsidiaries, as the case may be. There are certain exclusions, including exclusions for related party transactions, claims by holders of ten percent or more of any class of securities and bodily injury, property damage, and for acts resulting in personal

TerraVest Industries Inc. – 2022 Management Information Circular Page 18

advantage to which the Director or officer was not legally entitled. Some exclusions are covered under other insurance policies. For the period from September 30, 2020 to September 30, 2021, the total premium was $29,250.

PERFORMANCE GRAPH

The following graph compares the total return for $100 invested in Units/Shares (and assuming reinvestment of Distributions and dividends) on September 30, 2016 to September 30, 2021 with the total return of the S&P/TSX Composite Index over the same period.

==> picture [472 x 273] intentionally omitted <==

	30-Sep-16	30-Sep-17	30-Sep-18	30-Sep-19	30-Sep-20	30-Sep-21
TerraVest Industries Inc.	$100	$130	$156	$192	$224	$353
S&P/TSX Composite	$100	$109	$116	$124	$124	$158

Compensation Trend

The Unit/Share price has generally not been in line with executive compensation increases and decreases, base salary and discretionary bonuses are generally independent of the Unit/Share price. The Unit/Share price has been affected by, among other matters, change in dividend policy, acquisitions, and the sale of certain subsidiaries.

TerraVest Industries Inc. – 2022 Management Information Circular Page 19

ADDITIONAL INFORMATION

Additional information relating to the Corporation is included in its AIF, its audited financial statements for the twelve months fiscal year ended September 30, 2021 (the Corporation’s most recently completed fiscal year) and the related management’s discussion and analysis (“ MD&A ”). Financial information is provided in the Corporation’s comparative financial statements and MD&A for its most recently completed financial year. Shareholders may contact the Corporation to request copies of the Corporation’s financial statements and MD&A by sending a request to the Office of the Corporation. The Corporation may require a non-Shareholder to pay a reasonable charge for the material requested. This and other additional information relating to the Corporation may also be found on SEDAR at www.sedar.com.

TerraVest Industries Inc. Attention: Dustin Haw, CEO 98, des Industries Cowansville, QC J2K 0A1

Or by phone: (450) 378-2334 Or by fax: (450) 378-5202 Or by email: [email protected]

TerraVest Industries Inc. – 2022 Management Information Circular Page 20

APPENDIX “A” STATEMENT OF GOVERNANCE PRACTICES AND GUIDELINES

TerraVest Industries Inc. and its related portfolio businesses (referred to in this Statement of Governance Practices and Guidelines as “ TerraVest ” or the “ Corporation ”) are committed to maintaining a high standard of corporate governance and stakeholder accountability. This discussion is intended to provide an overview of TerraVest’s approach to governance and to set out and describe the mandates, terms of reference, policies, codes and other governance-related documents that together are relied upon by TerraVest to meet its commitment to good governance.

TERRAVEST GOVERNANCE

In order to understand TerraVest’s approach to governance, it is important to understand the organizational structure of TerraVest and the primary decision-making bodies within TerraVest that have responsibility for overseeing various elements of the corporate governance framework. TerraVest’s structure can best be understood as being made up of two components: (1) the Corporation-level; and (2) the portfolio business level. Each of these components is described below.

The Corporation is governed by its directors (the “ Directors ”), the members of which are elected by the Shareholders of the Corporation.

The portfolio business structure primarily consists of a limited partnership through which active business operations are held and in which the Corporation invests. The Corporation holds its investment in each of the limited partnerships directly.

The general partner of each limited partnership is the primary entity through which decisions relating to each portfolio business are made. Each general partner has a board of directors made up of a combination of representatives of TerraVest and, in some cases, representatives of the existing management team of the portfolio business (reflecting the ongoing investment of such team in the portfolio business). Representatives of TerraVest, acting on behalf of the Corporation always constitute a majority of the board of directors of each portfolio business.

This Statement of Governance Practice and Guidelines contains a number of references to the “ senior management team ” of TerraVest. The senior management team includes the chief executive officer and the chief financial officer of the Corporation and the president of each portfolio business within TerraVest.

GOVERNANCE FRAMEWORK

TerraVest Boards and Committees

In very brief form, the primary focus of each of the TerraVest boards (being the Board of the Corporation and the boards of the portfolio businesses) is as follows:

Directors: investment and management of the Corporation’s property; overall responsibility for governance framework
boards of directors of portfolio businesses: stewardship of the business and affairs of the portfolio business

Further details with respect to these roles and responsibilities are contained in the TerraVest Board Mandate and in the related TerraVest Board and committee Charters that form part of TerraVest’s governance documentation that are summarized herein. The Directors have developed written position descriptions for the Chair of the Board, the chair of each committee, and the senior management team.

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Mandate of the Directors

The Directors have primary responsibility and accountability for the overall stewardship of TerraVest, which they fulfill either directly or by delegating specific responsibilities to the boards and management of TerraVest’s portfolio businesses, and then overseeing and ensuring that those responsibilities are being appropriately fulfilled.

The major responsibility of the Directors is to protect the interest of the Shareholders of the Corporation by overseeing the investment and management of the Corporation’s property. This responsibility is met directly by the Directors by retaining decision-making authority in respect of matters such as approving the overall governance model used by TerraVest, determining if and when new Shares should be offered, approving dividends to Shareholders, approving investment decisions being made by or on behalf of the Corporation and ensuring that at all times proper structures, processes and individuals are in place to manage the business and affairs of TerraVest.

Responsibility for the general and day-to-day business, operational and financial affairs of TerraVest has been delegated by the Directors to the boards and management of TerraVest’s portfolio businesses, as set out in the mandates and contractual arrangements for these entities. On an ongoing basis, the Directors monitor the stewardship of TerraVest by its delegates.

The text of the mandate of the Board is set forth on Appendix “B”.

Independence of the Directors

The Board of Directors, on advice from the Governance and Nominating Committee, has determined that four of the six Directors who serve in that capacity had no material relationship with the Corporation and therefore may be considered “independent” under sections 1.4 and 1.5 of NI 52-110. The following Directors have been determined by the Board to be independent: Messrs. Cook, Rossi, MacBean and Laniuk. Messrs. Pellerin and Mr. Haw are not considered independent as they sit or have sat on the Executive Committee of the Corporation within the last three years, which oversees the operations of the Corporation.

Further Information Regarding the Directors

The following Directors are directors of other reporting issuers:

Blair Cook – Clarke Inc.
Charles Pellerin – Clarke Inc.
Mick MacBean – Peyto Exploration and Development Corp.

At their discretion, the independent Directors hold regularly scheduled meetings, or designate regularly scheduled portions of full Director meetings, at which non-independent Directors and management are not in attendance.

The following table discloses the record of meeting attendance for all meetings held in the year ended September 30, 2021:

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DIRECTOR	NUMBER OF MEETINGS ATTENDED
	BOARD OF DIRECTORS	COMMITTEES
Dale H. Laniuk(1)	5 of 5	4 of 4
Charles Pellerin(2)	5 of 5	4 of 4
Blair Cook	5 of 5	4 of 4
Dustin Haw(2)	5 of 5	4 of 4
Rocco Rossi	5 of 5	4 of 4
Mick MacBean	5 of 5	4 of 4
George Armoyan(2) (3)	1 of 5	1 of 4

Notes:

(1) Mr. Laniuk attended all Committee meetings but did not receive any compensation for those meetings as he was not a member of either the Audit Committee or the Governance and Nominating Committee.

(2) Attended all audit committee meetings but was not compensated for those meetings as he was not on the Audit Committee.

(3) Was a Director until February 10, 2021.

SUMMARY OF BOARD OF DIRECTORS AND COMMITTEE MEETINGS HELD	NUMBER
Board of Directors	5
Audit	4
Governance and Nominating	0(1)

Note:

(1) As the Governance and Nominating Committee is comprised of the entire TerraVest Board, this committee’s mandate was carried out during regular board meetings throughout the 2021 fiscal year.

Relationship with Management

The TerraVest Board’s stewardship responsibilities are primarily focused on oversight and monitoring of TerraVest’s investments, management, financial performance, policies, procedures, communications, reporting and compliance. Management of TerraVest is responsible for the development and implementation of the long-term strategy for the Corporation and for the administration of the day-to-day business and affairs of TerraVest, with the role of the TerraVest Board being to review and monitor the implementation and results of such strategies and business performance. The TerraVest Board will support and encourage management in the performance of their duties.

The Directors have open access to management for relevant information to permit the Corporation to fully comply with its legal and other regulatory obligations and to allow the Directors and the Board to fulfill their duties.

Orientation and Continuing Education of Board Members

The Governance and Nominating Committee has the responsibility for developing an orientation program and continuing education program for new Directors and new members of the portfolio businesses within TerraVest with respect to their duties as directors. The Statement of Expectations of Directors of the Corporation and Board Charter and Mandate provide that each Director is expected to, among other things: (a) become generally knowledgeable of the investments of the Corporation; (b) participate in Director orientation and development programs developed by the Governance and Nominating Committee from time to time; (c) maintain a current understanding of the

TerraVest Industries Inc. – 2022 Management Information Circular Page 23

regulatory, legislative, business, social and political environments within which TerraVest operates; (d) become acquainted with the senior managers and advisors of TerraVest; and (e) visit TerraVest’s offices and the offices of business in which TerraVest has invested, when appropriate. The Position Descriptions for the Chairs of the Board of Directors and the boards of the entities in TerraVest provide that the Chairs have responsibility, together with the Governance and Nominating Committee, for facilitating continuous education of Board members both within and outside formal Board meeting, including through appropriate orientation of new Board members, regular dialogue between the Chair and Board members and encouraging and creating opportunities for Board members to interact with and establish relationships with the senior management team.

Committees

BOARD	BOARD OF DIRECTORS TERRAVEST INDUSTRIES INC.
COMMITTEE	Governance and Nominating Committee
COMMITTEE	Audit Committee

Certain of the duties and responsibilities of the TerraVest Boards are delegated to committees. These committees are intended to assist in the effective functioning of the TerraVest Boards and to help ensure that the views of independent Directors are effectively represented. The Director committees should be comprised entirely of independent Directors. In particular, the Directors have established a Governance and Nominating Committee and an Audit Committee. The delegated authority, roles and responsibilities of each of these committees are set out in a Charter approved for each committee.

Management and the boards of directors of the portfolio businesses may also establish committees for specific purposes.

Board and Committee Chairs

Each TerraVest Board, and each committee of a TerraVest Board, appoints a chair from among its members, giving consideration to any recommendation made by the Governance and Nominating Committee. The duties and responsibilities of the chair are set out in a Position Description that has been approved for the chair of each TerraVest Board and committee.

Audit Committee

Information in respect of the Audit Committee, the members of the Audit Committee, the charter of the Audit Committee and certain information regarding the audit fees paid in the 2021 and 2020 fiscal years is contained in the Corporation’s annual information form dated December 7, 2021 under “Audit Committee” and the Appendix to the annual information form, both of which are incorporated by reference herein and may be found on SEDAR at www.sedar.com. The Audit Committee is comprised of Blair Cook (Chair), Rocco Rossi and Mick MacBean.

Governance and Nominating Committee

The Governance and Nominating Committee is comprised of the Board as a whole and its mandate is to oversee and assess the functioning of the Directors and the senior management team of TerraVest and for the development, recommendation to the Directors and/or the Board, implementation and assessment of effective corporate governance principles applicable to the Corporation, the Board and the portfolio businesses in which the Corporation holds business investments, including reviewing TerraVest’s overall compensation policies and guidelines and succession and development plans for the Directors, the Board and the senior management team.

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The Governance and Nominating Committee is responsible for reviewing, approving or making recommendations to the Directors or the Board in respect of:

criteria for qualification as a member of the Directors or the Board, as the case may be;
the long-term plan for the composition of the Directors and the Board that takes into consideration current strengths, skills and experience and the overall strategic direction of TerraVest;
annually, in consultation with the Chair of the Board and management, proposing the nominees for election as Directors and members of the Board, including identifying and proposing new qualified nominees to act as Directors and/or directors;
the membership of committees of the Board and the membership of the boards of each of the portfolio businesses; and
retaining and terminating any search firm to be used to identify director candidates.
In respect of compensation matters, the Governance and Nominating Committee is responsible for:
reviewing, at least annually, TerraVest’s overall compensation policies and guidelines and its objectives related to Director and executive compensation, as well as its corporate succession and development plans at the senior management team level; and
determining that the compensation of Directors realistically reflects the responsibilities and risks involved in being an effective Director or Board member, as the case may be.

In addition, in conjunction with the compensation responsibilities of the Governance and Nominating Committee, the Board shall review on an ongoing basis TerraVest’s overall compensation policies and guidelines and its objectives related to executive and senior officer compensation and succession and development plans.

The Governance and Nominating Committee duties comprise four areas: governance, nominations, compensation and disclosure. In respect of governance, the Governance and Nominating Committee is responsible for reviewing, approving or making recommendations to the Board in respect of guidelines, policies, procedures and practices related to matters of corporate governance. As noted above, the Governance and Nominating Committee is also responsible for the nomination process and compensation. In respect of disclosure, the Committee has been delegated responsibility for reviewing, monitoring and evaluating TerraVest’s disclosure and communications policies and practices to ensure compliance with applicable legislative, regulatory and stock exchange requirements and to ensure adherence to standards of good governance. Primary responsibility for disclosure and communications rests with the senior management team, and the Committee’s role is focused on ensuring that appropriate policies and procedures are in place and being observed.

The Governance and Nominating Committee is responsible for assessing on an on-going basis (and at least annually) in accordance with an evaluation process approved by the Directors, the performance of the members of the Board, committees of the Directors and the boards of the portfolio businesses, including the effectiveness of each board or committee as a whole and the contribution of individual members of the Board.

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TerraVest’s, Codes and Procedures

The TerraVest Boards have adopted three primary policies that are applicable to all TerraVest personnel:

Code of Business Conduct and Ethics
Disclosure, Communications and Insider Trading Policy
Whistleblower Policy

These policies have been adopted in order to promote honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest, to promote full, fair, accurate, timely and understandable disclosure, to promote compliance with applicable laws and governmental rules and regulations, to protect TerraVest’s legitimate business interests, including corporate opportunities, assets and confidential information, and to deter wrongdoing. All TerraVest personnel are expected to be familiar with these policies and to adhere to those principles and procedures that apply to them.

Ethical Business Conduct

The Board of Directors has developed a Code of Business Conduct and Ethics (the “ Code ”), which is available on SEDAR at www.sedar.com and on the Corporation’s website at www.terravestindustries.com. The Code is applicable to all directors, officers and employees of TerraVest.

The chair of the Board of Directors and each chair of the other TerraVest Boards is responsible for overseeing compliance with the Code of each member of their respective Boards. The Governance and Nominating Committee is responsible for the Corporation’s compliance with the Code, including ensuring that there is an adequate process administered by the Audit Committee to encourage all levels of employees to bring “whistleblower” issues to the attention of the Audit Committee in accordance with TerraVest’s Whistleblower Policy. The Audit Committee has the responsibility to review with management and the external auditor the Code and report to the Board of Directors and Governance and Nominating Committee, as appropriate, in respect thereof.

The Code further provides that conflicts of interest are prohibited as a matter of corporate policy, except as specifically approved by the Directors and except in accordance with applicable laws and regulations. Directors are expected to immediately declare any conflict of interest and not to participate in any decision or board action respecting the subject matter of the conflict.

Director Term Limits and Other Mechanisms of Board Renewal

Each director elected serves until the next annual meeting of shareholders unless his or her office is earlier vacated in accordance with the by-laws of the Corporation. The Board does not currently have a limit on the number of consecutive terms for which a director may sit as it believes that arbitrary term or age limits often prevent or restrict the continued service on the Board of the most experienced and valuable directors who will have acquired an institutional knowledge of the Corporation from such years of service. The imposition of inflexible term limits may not necessarily correlate with returns or benefits for stakeholders. Rather, the Board maintains a flexible approach to Board succession whereby it considers the addition of potential candidates in conjunction with its assessments of current directors and the Board as a whole. The Governance and Nominating Committee has an effective director evaluation process which is used at least annually and which the Board believes is a more effective method to assess the fitness for service on the Board than age or term served. Further, the Governance and Nominating Committee surveys each director individually prior to each meeting of shareholders at which directors are to be elected to determine whether each director has sufficient time to devote to his or her Board duties and whether there is any other reason for which such director does not believe he or she should stand for re-election. The Board believes that the above approach allows the Corporation to maintain an effective Board succession process.

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Policies Regarding the Representation of Women on the Board

The Corporation has not adopted a written policy relating to the identification and nomination of women directors. The members of the Board have diverse backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit materially from such a broad range of talent and experience. As the need for new directors or executive officers arises, the Governance and Nominating Committee assess candidates on the basis of knowledge, industry experience, financial literacy, professional ethics and business acumen. While the Governance and Nominating Committee recognize the potential benefits from new perspectives that could manifest through greater gender diversity and recognizes that diversity can enhance culture and create value for the Corporation and its stakeholders, the Corporation has not formally adopted a written diversity policy.

Consideration of the Representation of Women in the Director Identification and Selection Process

The Governance and Nominating Committee considers the level of representation of women as one of the factors in identifying and nominating candidates for election or re-election to the Board, by attempting to identify the most diverse (including gender-diverse) and inclusive pool of available candidates. The Corporation to date has sought to increase diversity at the Board level through the recruitment efforts of the Governance and Nominating Committee and the Board remains receptive to increasing the representation of women on the Board, as director turnover occurs. The Governance and Nominating Committee takes into consideration diversity (including gender diversity) as one of the many factors to maintain an appropriate mix and balance of diversity, attributes, skills and experience. The other factors that the Governance and Nominating Committee considers are: the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; the competencies and skills that the Board considers each existing director to possess; the competencies and skills each new nominee will bring to the Board; the time and energy of the proposed nominee to devote to the Board tasks; the independence of the proposed nominee; and the understanding by the proposed nominee of the nature of the business and operations of the Corporation. Ultimately, Board appointments are based on merit measured against objective criteria, having due regard to the benefits of diversity in board composition, with the goal of maximizing the effectiveness of corporate decision-making and fulfilling the best interests of stakeholders.

Consideration Given to the Representation of Women in Executive Officer Appointments

The Corporation does consider the level of representation of women in executive officer positions when making executive officer appointments. The Corporation also considers the skills and experience necessary for the position, as well as each individual candidate’s competence, qualification, experience and performance regardless of gender, age, ethnic origin or other aspects of diversity when determining executive officer appointments. While the Corporation has not adopted a target regarding women in executive officer positions of the Corporation (discussed below), it is committed to advancing women, and other individuals representing a diversity of backgrounds, into leadership roles in the Corporation through mentoring, continuing educational development and succession planning processes.

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Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

The Corporation has not adopted a target regarding women on the Board, as the Board does not believe a fixed target regarding the representation of women on the Board or in senior leadership (including executive officer positions) would automatically result in the identification or selection of the most appropriate candidates for the Corporation’s specialized business and its current stage of operations. None (0%) of the directors on the Board are women. One (17%) of the executive officers of the Corporation is a woman. Diversity, including gender, age, nationality, cultural and educational background and business and other experience, is one of the factors that the Governance and Nominating Committee considers in identifying and nominating candidates for election or re-election to the Board. The Governance and Nominating Committee believes all of these factors are relevant to ensure high functioning board members and that establishing fixed targets based upon only one of these factors may disqualify desirable director candidates. Further, the Governance and Nominating Committee believes that appointments of directors and executive officers should be made, and should be perceived as being made, on the merits of individuals and that the adoption of a fixed target could interfere with the application of this approach. Merit is considered by the Governance and Nominating Committee against objective criteria, while having due regard to the benefits of diversity and to the needs of the Corporation. The Corporation is committed to providing an environment in which all employees and directors are treated with fairness and respect, and have equal access to opportunities for advancement based on skills and aptitude.

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APPENDIX “B”

See attached.

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TERRAVEST GROUP BOARD OF DIRECTORS CHARTER FOR TERRAVEST INDUSTRIES INC .

Background and Purpose

This Charter sets out the mandate, authority, responsibilities, structure and procedures of the board (the "Board") of directors (the "Directors") of TerraVest Industries Inc. (the "Corporation"). The Directors carry out their mandate and fulfill their responsibilities in conjunction with the boards of directors of the portfolio companies (i.e. the corporations and limited partnerships) in which the Corporation holds business investments (e.g. RJV and Diamond) (the Corporation and all of the portfolio companies of the Corporation from time to time being referred to herein as the "TerraVest Group") and the Senior Management Team of the TerraVest Group. References to the "Senior Management Team" include the chief executive officer and chief financial officer of the TerraVest Group and the president of each portfolio company in the TerraVest Group.

Authority

The organization of the Board and its authority are subject to any restrictions, limitations or requirements set out in the Corporation’s constating documents, including its articles and bylaws, as well as any restrictions and limitations or requirements set out under applicable laws, including the Business Corporations Act (Alberta) (the "Act"), Canadian securities laws as well as the standards, policies and guidelines of the stock exchange(s) on which the Corporation’s securities are listed (collectively, the "Applicable Law").

Mandate of the Board

1. Purpose

The primary function of the Directors is to supervise the management of the business and affairs of the Corporation and provide for stewardship of the TerraVest Group. In doing so, the Directors' fundamental objectives are to enhance and preserve long-term shareholder value, to ensure that the TerraVest Group meets its obligations on an ongoing basis and to ensure that the TerraVest Group operates in a reliable and safe manner. In performing its functions, the Board should consider the legitimate interests that its stakeholders, including shareholders, employees, customers and communities, may have in the TerraVest Group.

2. Procedure and Organization

The Directors operate by delegating certain of their responsibilities and duties to management or committees of the Directors and by reserving certain responsibilities and duties to themselves. In addition to regular committees of the Board, the Directors may appoint ad hoc committees periodically to address issues of a more short-term nature. The Directors retain the responsibility for managing their own affairs including selecting their Chair, nominating candidates for election as Directors, setting Director compensation, constituting committees of the Directors and committee charters.

3. Responsibilities and Duties

The Directors' principal responsibilities and duties fall into a number of categories, which are outlined below:

Legal Requirements

The Directors have the responsibility to ensure that legal requirements have been met and documents and records have been properly prepared, approved and maintained.

The Directors are responsible for considering and approving all major decisions affecting the Corporation including all acquisitions, dispositions, capital expenditures, debt financing and the issuance of shares.

The Directors have the statutory responsibility to:

(a) supervise the management of the business and affairs of the Corporation;
(b) act honestly and in good faith with a view to the best interests of the Corporation;
(c) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(d) act in accordance with the obligations contained in the Business Corporations Act (Alberta), the Corporation 's articles and by-laws and other relevant legislation and regulations.

The Directors have the statutory responsibility for considering the following matters as a full board which in law may not be delegated to management or to a committee of the Directors:

(a) any submission to the shareholders of the Corporation of a question or matter requiring the approval of the shareholders of the Corporation;
(b) the filling of a vacancy on the Board or in the office of auditor, or the appointment or removal of any of the Chief Executive Officer, however designated, the Chief Financial Officer, however designated, the Chair or the President of the Corporation;
(c) except as contemplated under Section 103 the Business Corporations Act (Alberta), the issuance of securities of the Corporation except in the manner and on the terms authorized by the Board of Directors;
(d)
the declaration of dividends;
(e) the purchase, redemption or any other form of acquisition of shares issued by the Corporation;
(f) the payment of a commission to any person in consideration of the person's purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares;
(g) the approval of a management information circular in respect of the solicitation of proxies;
(h) the approval of a take-over bid circular, directors' circular or issuer bid circular;
(i) the approval of the Corporation's financial statements to be filed with securities regulators, mailed to shareholders of the Corporation or presented at a meeting of the shareholders of the Corporation;
(j) the approval of a vertical or horizontal short-form amalgamation or the approval of an amendment to the articles of the Corporation to divide any class of unissued shares into a series; and
(k) the adoption, amendment or repeal of by-laws of the Corporation.

Strategy Determination

The Directors shall be responsible for ensuring there are long-term goals and a strategic planning process in place for the TerraVest Group and shall participate with management directly or through their committees in developing and approving, on an annual basis, the strategy by which they propose to achieve these goals (taking into account, among other things, the opportunities and risks of the business in which the TerraVest Group is engaged).

Managing Risk

The Board of Directors shall be responsible for safeguarding the assets and business of the TerraVest Group. It is incumbent on the Directors to understand the principal risks of the business in which the Terravest Group is engaged, to achieve a proper balance between risks incurred and the potential return to shareholders, and to ensure that there are systems in place which effectively monitor and manage those risks with a view to the long-term viability of the TerraVest Group.

Appointment, Training and Monitoring Senior Management

The Directors shall:

(a) appoint the CEO; with the advice of the Governance and Nominating Committee, develop corporate goals and objectives that the CEO is responsible for meeting, monitor and assess CEO performance in light of those corporate goals and objectives and determine CEO compensation; and provide advice and counsel in the execution of the CEO's duties;
(b) approve the appointment of all corporate officers; and approve, upon the recommendation of the Governance and Nominating Committee and the CEO, the remuneration of all corporate officers;
(c) approve, upon the recommendation of the Governance and Nominating Committee, incentive-compensation plans and equity-based plans; and
(d) ensure that adequate provision has been made to train and develop management and for the orderly succession of management, including the CEO.

Ensuring Integrity

The Directors shall satisfy themselves as to the integrity of the CEO and other senior officers and shall ensure that the CEO and other senior officers are creating a culture of integrity throughout the TerraVest Group.

Each Director, at all times when acting as a Director, must represent the interests of all shareholders of the Corporation generally, not just those of a particular shareholder or group of shareholders. Any Directors unable to act in this manner should refrain from discussing or taking action in respect of the particular issue. The Directors must ensure that communications with shareholders are complete and open.

Policies, Procedures and Compliance

The Directors shall:

(a) ensure that the TerraVest Group operates at all times within applicable laws and regulations and to the highest ethical and moral standards;
(b) ensure that the TerraVest Group sets appropriate environmental standards in its operations and is in compliance with environmental laws and legislation;
(c) ensure that the TerraVest Group has a high regard for the health and safety of its employees in the workplace and has appropriate programs and policies in place;
(d) examine the corporate governance practices observed within the TerraVest Group and alter such practices when circumstances warrant;
(e) approve and monitor compliance with policies and procedures adopted by the Directors, including the TerraVest Group's Code of Business Conduct and Ethics (the "Code") and related policies; and
(f) approve the Corporation’s significant operating policies and procedures, including reviewing and approving material changes to existing policies.

Reporting and Communication

The Directors shall:

(a) ensure that the TerraVest Group has in place policies and programs to enable the TerraVest Group to communicate effectively with its shareholders, other stakeholders and the public generally;
(b) ensure that the financial performance of the TerraVest Group is adequately reported to shareholders and regulators on a timely and regular basis in accordance with Applicable Law, and that reasonable steps are taken to ensure timely reporting of events, in accordance with Applicable Law, having a significant and material impact on the Corporation;
(c) ensure that the financial results are reported fairly and in accordance with generally accepted accounting standards;
(d) ensure the timely reporting of any other developments that have a significant and material impact on the value of the TerraVest Group; and
(e) report annually to shareholders on its stewardship of the affairs of the TerraVest Group for the preceding year.

Monitoring and Acting

The Directors shall:

(a) monitor the TerraVest Group's progress towards its goals and objectives and revise and alter its direction through management in response to changing circumstances;
(b) take action when performance falls short of its goals and objectives or when other special circumstances warrant;
(c) ensure that the TerraVest Group has implemented adequate internal control and management information systems which ensure the effective discharge of its responsibilities;
(d) assess the individual performance of each Director as well as the collective performance of the Board; and
(e) oversee the number and composition of the Board to facilitate more effective decision-making.

Succession Planning

The Directors shall be responsible for ensuring that the TerraVest Group implements a succession plan for its Senior Management Team in order to preserve and enhance the prospect of the TerraVest Group's business. The Directors shall be responsible for appointing the Senior Management Team and ensuring that there are appropriate measures in place to provide senior management with proper training and to monitor the performance of the Senior Management Team.

The Governance and Nominating Committee is responsible for developing an orientation program for new Directors and a continuing education program for Directors with respect to their duties as Directors of the Corporation and the responsibilities of directors of publicly-traded entities. Directors are encouraged to participate in or attend these programs.

Corporate Governance

The Board shall, or shall delegate to a committee of the Directors the responsibility to, consider corporate governance issues, including developing a set of corporate governance principles and guidelines that are specifically applicable to the TerraVest Group.

Exercise of Responsibilities and Duties

The Directors exercise their responsibility in respect of the foregoing matters by:

ensuring that they have before them the necessary information and recommendations, and have received the appropriate professional advice, in order to make decisions;
considering and acting upon the recommendations of the Board, the Governance and Nominating Committee, the Audit Committee or another appropriate body authorized by the Board; and
satisfying themselves that the appropriate groups or individuals are doing the required work to discharge their duties in respect of any delegated matters.

For matters initially within the delegated authority of the Audit Committee or another body primarily accountable to the Board, approval of the Board will be based upon the recommendation of the relevant body to the Board.

4. Directors' Expectations of Management

The Directors expect each member of management to perform his or her duties, as may be reasonably assigned by the Directors from time to time, faithfully, diligently, to the best of his or her ability and in the best interests of the TerraVest Group. Each member of management is expected to devote substantially all of his or her business time and efforts to the performance of such duties. Management is expected to act in compliance with and to ensure that the TerraVest Group is in compliance with any and all laws, rules and regulations applicable to them.

5. Meetings

The Directors shall meet on at least a quarterly basis and shall hold additional meetings as required or appropriate to deal with other issues. In addition, the Directors shall meet on an annual basis to deal with strategic planning on behalf of the TerraVest Group. Financial and other information shall be made available to the Directors for review in advance of meetings in order to assure effectiveness of action at such meetings. Attendance at meetings shall be recorded.

The Corporation’s secretary, or if there is no Corporation secretary, any Board member attendee nominated by the Chair of the Board, will be the secretary of the meeting. The Corporation secretary will circulate minutes of all Board meetings to the Board and will ensure that all minutes of meetings, or written resolutions in lieu of a meeting, are filed in the Corporation’s minute book.

Management may be asked to participate in any meeting of the Directors but in such event the Directors are expected to meet separately from management immediately before and after such meeting to ensure that the Directors function independently of management.

6. Evaluation

Each of the Directors is expected to agree to an evaluation of his or her individual performance as well as to a review of the collective performance of the Board and of each committee of the Board. In that regard, each year an informal survey is to be undertaken, which compares: (a) the performance of the Directors to this mandate; (b) the performance of the committees of the Directors to their respective charters; and (c) the performance of Directors to their applicable position descriptions and expected competencies and skills. Directors shall be encouraged to exercise their duties and responsibilities in a manner that is consistent with this Charter and with the best interests of the TerraVest Group and its shareholders generally.

7. Feedback from Shareholders

The Directors shall communicate with and receive feedback from stakeholders, including shareholders, in accordance with the policies and procedures the TerraVest Group may put in place from time to time.

8. Resources

The Board shall have the authority to retain independent legal, accounting and other consultants to advise it. The Directors may request any officer or employee of the TerraVest Group or its outside counsel or the external/internal auditors to attend a meeting of the Directors or to meet with any members of, or consultants to, the Directors.

An individual Director shall be permitted to engage an outside legal or other advisor at the expense of the TerraVest Group where for example he or she is placed in a conflict position through activities of the TerraVest Group, but any such engagement shall be subject to the prior approval of the Governance and Nominating Committee.

9. Qualifications

Each Director shall have such skills and abilities appropriate to his or her appointment as a Director as shall be determined by the Board upon the recommendation of the Governance and Nominating Committee. At least one quarter (1/4) of the Directors shall be resident Canadians, for the purpose of the Income Tax Act (Canada). All Directors shall satisfy the minimum qualifications required by any applicable requirements under securities laws, other legislation and the rules of the Toronto Stock Exchange.

Directors are expected to commit the required time necessary to enable the Directors to effectively fulfill the responsibilities set out in this Charter and to strive to fully meet the other expectations set out in the TerraVest Group's Statement of Expectations of Board Members.

10. Independence

A majority of the Directors shall be "independent", "outside" and "unrelated" (collectively, "independent"), as affirmatively determined by the Board, which, for the purposes of this Charter shall mean:

(a) a Director who is independent of management and is free from any interest in any business or other relationship which could, or could reasonably be perceived to materially interfere with the Director's ability to act with a view to the best

interests of the Corporation, other than interests and relationships arising from shareholdings;

(b) a Director who has no direct or indirect material relationship with the Corporation (a material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a Director's independent judgment), including any relationship explicitly considered to be material under National Instrument 52-110 of the Canadian Securities Administrators and any other applicable Canadian law or regulation;
(c) other than as a member of the Board or a committee of the Board, a Director who does not and has not accepted any consulting, advisory or compensatory fee from the Corporation; and
(d) a Director who is not an "affiliated person" of the Corporation or any subsidiary thereof within the meaning of applicable Canadian law and regulation.

The independent Directors shall hold regularly scheduled meetings, or designate regularly scheduled portions of full Board meetings, at which non-independent Directors and management are not in attendance.

11. Chair

The Board shall, on an annual basis and in consultation with the Governance and Nominating Committee, appoint a Chair to oversee the Board, ensure that the Directors are carrying out their responsibilities effectively and to assess the effectiveness and contribution of each Director and each committee of the Board. The Chair shall be an independent Director and shall be governed by the Chair's Position Description approved by the Board.

APPENDIX “C”

TERRAVEST INDUSTRIES INC. (the "Corporation")

RESOLUTION OF THE SHAREHOLDERS Option Plan Resolution

WHEREAS on June 3, 2013, the board of directors of the Corporation approved the adoption of a stock option plan (the " Plan ") for the benefit of officers and other senior management employees of the Corporation and its subsidiaries and affiliates;

AND WHEREAS the Plan was ratified by the shareholders of the Corporation at a meeting of shareholders held on September 10, 2013;

AND WHEREAS certain amendments to the Plan were approved by the shareholders of the Corporation at a meeting of the shareholders of the Corporation on February 11, 2015 (as amending the Plan, the “ Current Plan ”);

AND WHEREAS the Corporation wishes to amend and restate the Current Plan substantially in the form attached hereto as Appendix “D” to this Management Information Circular.

NOW THEREFORE BE IT RESOLVED BY ORDINARY RESOLUTION THAT:

The Current Plan be amended and restated substantially in the form attached as Appendix “D” to this Management Information Circular (the “ A&R Plan ”).
All unallocated options, rights, or other entitlements under the A&R Plan are hereby authorized and approved, which approval shall be effective until February 8, 2025, being the date that is three years from the date hereof; and
Any one director or officer of the Corporation be and is hereby authorized and directed, acting for and on behalf of the Corporation, to do and perform all acts and things and to execute and deliver all documents, certificates, instruments and agreements, whether under the corporate seal of the Corporation or otherwise, and to take all such actions as in the opinion of the officer or director may be necessary or advisable in order to carry out and give full effect to this resolution, the execution and delivery of such applications, documents, certificates, instruments and agreements by such director or officer being conclusive evidence of such determination.

TerraVest Industries Inc. – 2022 Management Information Circular Page 30

APPENDIX “D”

See attached.

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TERRAVEST INDUSTRIES INC.

AMENDED AND RESTATED STOCK OPTION PLAN

FEBRUARY 9, 2022

TERRAVEST INDUSTRIES INC.

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STOCK OPTION PLAN

1. PURPOSE OF THE PLAN

1.1 The purpose of this Plan is to enhance shareholder value by: (i) providing a long-term incentive to the Corporation’s key personnel; (ii) improving the ability of the Corporation to attract, retain and motivate its key personnel; (iii) reinforcing the importance of and rewarding participants in the Plan for superior sustained corporate performance; and (iv) encouraging participants in the Plan to maintain a significant level of investment in the Corporation, thereby closely aligning their personal interests with those of the Corporation’s shareholders.

2. DEFINED TERMS

2.1 Where used herein, the following terms shall have the following meanings, respectively:

(a) “ Acceleration Event ” means the occurrence of any one or more of the following events:
(i) any transaction or series of transactions with or into any other person or entity that effects any transfer, conveyance, sale, lease or exchange of all or substantially all of the assets of the Corporation (other than a person who is an Affiliate or Associate of the Corporation);
(ii) any acquisition or series of acquisitions by any means whatsoever by any person (other than the Corporation or any Affiliate or Subsidiary) or by a group of persons acting jointly or in concert (other than with the Corporation or any Affiliate or Subsidiary) of that number of securities of the Corporation which have associated with them that number of votes which is equal to or greater than 66⅔% of the votes associated with the then issued and outstanding voting securities of the Corporation; or
(iii) any transaction or event in which the Corporation ceases to be a “reporting issuer” under the Securities Act (Alberta), as may be amended from time to time, or in which the Shares cease to be listed for trading on the Stock Exchange;
(b) “ Act ” means the Business Corporations Act (Alberta), or its successor, as may be amended from time to time;
(c) “ Affiliate ” means any partnership, company or other entity that is an affiliate of the Corporation as defined in National Instrument 45-106 –

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Prospectus and Registration Exemptions , as may be amended from time to time;

(d) “ Associate ” has the meaning given to such term in the Securities Act (Alberta), as may be amended from time to time;
(e) “ Blackout Period ” means the period during which Eligible Persons cannot trade securities of the Corporation pursuant to the Corporation’s policy respecting restrictions on trading, as may be amended from time to time;
(f) “ Blackout Period Expiry Date ” means the date on which a Blackout Period expires;
(g)
“ Board ” means the board of directors of the Corporation;
(h) “ Corporation ” means TerraVest Industries Inc., a corporation existing under the Act, and includes any successor corporation thereof;
(i)
“ Eligible Person ” means:
- A. any officer or other senior management employee of the Corporation or any Affiliate, or any other New Eligible Person (an “ Eligible Individual ”); or
- B. a corporation controlled by an Eligible Individual, all of the issued and outstanding voting securities of which are, and will continue to be, beneficially controlled, directly or indirectly, by such Eligible Individual and/or the spouse of such Eligible Individual (an “ Employee Corporation ”);
(j) “ Grant Date ” means the date an Eligible Person is granted an Option, as evidenced by the Option Agreement;
(k) “ Insider ” has the meaning given to such term in the TSX Company Manual, as may be amended from time to time, for the purposes of Section 613 thereof;
(l) “ Market Price ” at any date in respect of the Shares means the volume weighted average trading price of the Shares on the Stock Exchange for the five (5) trading days immediately preceding such date. In the event that such Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion;
(m) “ New Eligible Person ” means a newly hired or promoted officer or other senior management employee of the Corporation or any Affiliate who is not an existing Optionee;

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(n) “ Option ” means a right to purchase Shares granted to an Eligible Person under the Plan;
(o) “ Option Agreement ” means a written document by which the grant of an Option is evidenced, a form of which is attached hereto at Appendix “A”;
(p) “ Option Period ” means the period during which an Optionee may exercise an Option;
(q) “ Option Price ” means the price per Share at which Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with the provisions hereof;
(r) “ Optioned Shares ” means the Shares issuable pursuant to the exercise of an Option;
(s) “ Optionee ” means an Eligible Person to whom an Option has been granted and who continues to hold such Option;
(t) “ Plan ” means this TerraVest Industries Inc. Stock Option Plan, as the same may be amended or varied from time to time;
(u) “ Retirement ” means the Optionee ceasing to be an Eligible Person after retiring in accordance with the Corporation or Affiliate’s normal retirement policy or earlier with the Corporation’s consent;
(v) “ Shares ” means the common shares of the Corporation or, in the event of an adjustment, reclassification, reorganization or change contemplated by Section 8 hereof, such other shares or securities to which an Optionee may be entitled upon the exercise of an Option as a result of such adjustment;
(w) “ Stock Exchange ” means the principal stock exchange upon which the Shares are listed or posted for trading; and
(x) “ Subsidiary ” has the meaning given to such term in National Instrument 45-106 – Prospectus and Registration Exemptions , as may be amended from time to time.

3. ADMINISTRATION OF THE PLAN

3.1 The Plan shall be administered by the Board and the Board shall have the power, where consistent with the general purpose and intent of the Plan, and subject to the specific provisions of the Plan:

(a) to establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

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(b) to interpret and construe the Plan and to determine all questions pertaining to the Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes; and
(c) to prescribe the form of the instruments relating to the grant, exercise and other terms of Options, including without limitation, an Option Agreement.

No member of the Board shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Board shall, in addition to their rights as directors of the Corporation, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made in good faith.

3.2 All costs incurred in connection with the Plan shall be for the account of the Corporation.

3.3 The Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have:

(a) agreed to restrictions on sale, transfer or disposition of Optioned Shares in form and substance satisfactory to the Corporation and to an endorsement on any Option Agreement or certificate representing the Shares making appropriate reference to such restrictions; and
(b) agreed to indemnify the Corporation in connection with the foregoing.

4. SHARES SUBJECT TO THE PLAN

4.1 Options may be granted in respect of authorized and unissued Shares, provided that the aggregate number of Shares reserved for issuance upon the exercise of all Options granted under the Plan shall not exceed 10% of the issued Shares outstanding from time to time. Optioned Shares in respect of which Options are not exercised prior to the expiry or termination of such Options, or otherwise terminates or is cancelled or forfeited for any reason without having been exercised in full, or is settled for cash, shall be available for subsequent Options. For greater certainty, if and to the extent that an Option granted pursuant to this Plan is exercised, a number of Shares equal to the number of Shares associated with that Option, will again become available for grant under this Plan. No fractional Shares may be purchased or issued under the Plan.

4.2 Notwithstanding Section 4.1, in no event shall the following limits be exceeded:
(a) the aggregate number of Shares issuable under the Plan and any of the Corporation’s other security based compensation arrangements to Insiders shall not exceed 10% of the Shares then issued and outstanding;

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(b) Insiders shall not be issued, pursuant to this Plan and any of the Corporation’s other security based compensation arrangements, within any one year period, a number of Shares which exceeds 10% of the Shares then issued and outstanding; and
(c) any one Insider shall not be issued, pursuant to this Plan and any of the Corporation’s other security based compensation arrangements, within any one-year period, a number of Shares which exceeds 5% of the Shares then issued and outstanding.
4.3 For purposes of Sections 4.2(a) and 4.2(b) any entitlement to acquire Shares granted pursuant to this Plan or any other share-based compensation arrangement adopted by the Corporation prior to the Eligible Person becoming an Insider of the Corporation is to be excluded, and the number of Shares outstanding is to be determined at the time of the Grant Date in question.

5. ELIGIBILITY; GRANT; TERMS OF OPTIONS

5.1 The grant of Options to Eligible Persons shall be considered and determined on an annual basis by the Board in accordance with the provisions hereof. The Board may also consider and determine the grant of Options to Eligible Persons and new Eligible Persons from time to time as it deems appropriate in its sole discretion.

5.2 Subject to the provisions of the Plan, the Board shall determine: (i) which Eligible Persons are to be granted Options; (ii) the time or times when Options will be granted; (iii) the number of Shares subject to each Option; (iv) the Option Period; (v) the extent to which each Option is exercisable from time to time; (vi) any restrictions upon the sale, transfer or disposition of Optioned Shares; and (vii) any other terms and conditions relating to each Option.
5.3 Unless otherwise determined by the Board, the Option Price shall be equal to the Market Price on the Grant Date. The Option Price shall be fixed for the term of an Option, regardless of fluctuations in the Market Price of the Shares on the Stock Exchange over the term of the Option. Notwithstanding the foregoing, in no event shall the Option Price be less than the Market Price of the Shares on the Grant Date.
5.4 Unless otherwise determined by the Board, the Option Period shall be ten (10) years from the Grant Date. Notwithstanding the foregoing, if the Option Period should end within a Blackout Period or within nine Business Days after a Blackout Period Expiry Date, the expiration date of the Option will be the date which is ten Business Days after the Blackout Period Expiry Date.

5.5 Unless otherwise determined by the Board, each Option shall become exercisable in respect of 33 ⅓ % of the Shares subject to such Option after each anniversary of the granting of such Option (i.e., 33 ⅓ % of such Shares after the first anniversary, 33 ⅓ % of such Shares after the second anniversary, and 33 ⅓ % after the third anniversary), except as otherwise provided for herein.

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5.6 An Option is personal to the Optionee and is non-assignable and non-transferrable, except as otherwise provided for herein.

5.7 Each Option granted under the Plan shall be evidenced by an Option Agreement which shall contain such provisions, representations, warranties and conditions as the Board in its discretion deems appropriate. By accepting an Option pursuant to the Plan, an Optionee thereby agrees that the Option shall be subject to all of the terms and conditions of the Plan and the applicable Option Agreement.

5.8 For greater certainty, no Optionee shall be entitled to receive any dividends or other distributions paid by the Corporation on the Shares on account of such Optionee’s Option, nor will any other form of benefit be conferred upon, or in respect of, an Optionee for such a purpose.

6. RETIREMENT; RESIGNATION; DEATH; ETC.

6.1 If before the expiry of an Option, an Optionee becomes qualified for Retirement from his office or employment with the Corporation and any Affiliate, the Option granted to such Optionee shall be exercisable by the Optionee until the earlier of: (i) the expiration date of the Option; and (ii) the end of the thirty-six (36) month period which commences on the date the Optionee retired; to the same extent that the Option would have otherwise been exercisable by such Optionee during such period (unless the Board determines otherwise). After such period, the Option and all rights of the Optionee shall immediately expire and terminate.

6.2 If before the expiry of an Option, an Optionee dies, the Option granted to such Optionee shall be exercisable by the personal representatives, heirs or legatees of the deceased Optionee until the earlier of: (i) the expiration date of the Option; and (ii) the end of the one hundred and eighty (180) day period which commences on the date of the Optionee’s death; to the same extent that the Option would otherwise have been exercisable by such Optionee during such period (unless the Board determines otherwise). After such period, the Option and all rights of the Optionee thereunder shall immediately expire and terminate.
6.3 If before the expiry of an Option, an Optionee qualifies for benefits under the Corporation’s long-term disability program (LTD), the Option granted to such Optionee shall be exercisable by the Optionee until the earlier of: (i) the expiration date of the Option; and (ii) the end of the one hundred and eighty (180) day period which commences on the date that the Optionee became eligible for benefits under the LTD; to the same extent that the Option would have otherwise been exercisable by such Optionee during such period (unless the Board determines otherwise). After such period, the Option and all rights of the Optionee thereunder shall immediately expire and terminate.

6.4 If before the expiry of an Option, an Optionee resigns from his office or employment with the Corporation and any Affiliate, the Option granted to such Optionee shall be exercisable by the Optionee until the earlier of: (i) the expiration

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date of the Option; and (ii) the end of the thirty (30) day period which commences on the date the Optionee tenders his resignation; to the same extent that the Option would have otherwise been exercisable by such Optionee prior to the date of such resignation (unless the Board determines otherwise). For greater certainty, the Option shall only be exercisable in respect of the Optioned Shares for which it was exercisable at the date of resignation and shall not become exercisable in respect of any additional Shares during the period thereafter. After the period when the Option may be exercised, the Option and all rights of the Optionee thereunder shall immediately expire and terminate.

6.5 If before the expiry of an Option, the Optionee’s employment or office with the Corporation and any Affiliate is terminated by the Corporation or any such Affiliate for cause, the Option granted to such Optionee and all rights of the Optionee thereunder shall expire and terminate effective the date that the Optionee’s employment or office is terminated (unless the Board determines otherwise).

For the purposes of this Section 6.5, the date on which an Optionee’s employment or office is terminated shall be the date the Optionee receives notice of termination from the Corporation or Affiliate, regardless of any notice or severance period provided by the Corporation, and in no event does the entitlement to or receipt of pay in lieu of notice or severance pay serve to extend the effective date of the termination.

6.6 Unless otherwise determined by the Board and provided for in the applicable Option Agreement, if before the expiry of an Option, the Optionee’s employment or office with the Corporation and any Affiliate is terminated by the Corporation and any such Affiliate without cause, the Option granted to such Optionee shall be exercisable by the Optionee until the earlier of: (i) the expiration date of the Option; and (ii) the end of the ninety (90) day period which commences on the effective date that the Optionee’s employment or office is terminated. During such period, the Option shall be exercisable in respect of all Shares for which the Option would have been exercisable during the notice or severance period provided by the Corporation. After such period, the Option and all rights of the Optionee thereunder shall immediately expire and terminate.

For the purposes of this Section 6.6, the date on which the Optionee’s employment or office is terminated shall be the date the Optionee receives notice of termination from the Corporation or Affiliate, regardless of any notice or severance period required by law, and in no event does the entitlement to or receipt of pay in lieu of notice or severance pay serve to extend the effective date of the termination.

6.7 For the purposes of Sections 6.1, 6.2, 6.3, 6.4, 6.5 and 6.6 if an Option is held by an Employee Corporation, the references to Optionee in those Sections, shall mean the Eligible Individual controlling such Employee Corporation.

6.8 An Optionee or other Eligible Person shall not be entitled to any additional grant of Options after retirement, death, qualification under the LTD, resignation or

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notice of termination of employment with or without cause, notwithstanding such person receives working notice or pay in lieu thereof.

7. EXERCISE OF OPTIONS

7.1 Subject to the provisions of the Plan, an Option may be exercised from time to time during the Option Period by the delivery of a written notice of exercise to the Corporation specifying the number of Shares with respect to which the Option is being exercised, the particulars of the brokerage account where such Shares are to be deposited/credited and accompanied by payment in full, by cash or cheque payable to the order of the Corporation, of the Option Price of the Shares then being purchased. The Shares shall be issued and deposited/credited in the brokerage account specified by the Optionee within a reasonable time following the receipt of such notice and payment.

7.2 Notwithstanding Section 7.1 and in lieu of an Optionee making payment by cash or cheque for the Option Price of the Shares then being purchased, payment in full may be made by way of a cashless exercise in accordance with such procedures as may be determined by the Board from time to time.

7.3 If the Corporation determines, at its sole discretion, that it is required under the Income Tax Act (Canada) or any other applicable law to make source deductions in respect of the exercise of an Option (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction) and to remit such source deductions to the applicable governmental authority, the Corporation may, at its sole discretion, implement any procedures to ensure such deduction and remittance requirements are met. These procedures may include, without limitation:

(a) requiring that the Optionee pay to the Corporation, in addition to the exercise price for the Options, sufficient cash as is reasonably determined by the Corporation to be the amount necessary to permit the required tax deduction and remittance;
(b) requiring that the Optionee authorize the Corporation, on behalf of the Optionee, to sell in the market on such terms and at such time or times as the Corporation determines a portion of the Shares being issued upon the exercise of the Options to realize cash proceeds to be remitted to the Corporation and to be used to satisfy the required tax remittance; or
(c) increasing the amount of any other source deductions otherwise required in respect of payments to be made by the Corporation to the Optionee.
7.4 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation’s obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to:
(a) completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the

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Board shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Shares to listing on the Stock Exchange; and
(c) the receipt from the Optionee of such representations, warranties, agreements and undertakings as the Board determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

In this regard the Corporation shall, to the extent necessary, take all commercially reasonable steps to obtain such approvals, registrations and qualifications as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares on the Stock Exchange.

8. CERTAIN ADJUSTMENTS

8.1 In the event of any subdivision or redivision of the Shares into a greater number of Shares at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Corporation shall deliver to such Optionee at the time of any subsequent exercise of his Option in accordance with the terms hereof, in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such Optionee would have held as a result of such subdivision or redivision if, on the record date thereof, the Optionee had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

8.2 In the event of any consolidation of the Shares into a lesser number of Shares at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Corporation shall deliver to such Optionee at the time of any subsequent exercise of his Option in accordance with the terms hereof, in lieu of the number of Shares to which he was theretofore entitled upon such exercise, but for the same aggregate consideration payable therefor, such number of Shares as such Optionee would have held as a result of such consolidation if, on the record date thereof, the Optionee had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

8.3 If at any time after the grant of an Option to any Optionee and prior to the expiration of the term of such Option, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Sections 8.1 and 8.2 hereof or, subject to the provisions of Section 10 hereof, the Corporation shall consolidate, merge or amalgamate with or into another corporation or entity (the corporation or entity resulting or continuing from such consolidation, merger or amalgamation being herein called the “ Successor Corporation ”), the Optionee shall be entitled to receive upon the subsequent exercise of his Option in accordance with the terms hereof and shall accept in lieu of the number of Shares to which he was theretofore

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entitled upon such exercise but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class and/or other consideration from the Corporation or the Successor Corporation (as the case may be) that the Optionee would have been entitled to receive as a result of such reclassification, reorganization or other change or, subject to the provisions of Section 10 hereof, as a result of such consolidation, merger, amalgamation, if on the record date of such reclassification, reorganization, other change, or the effective date of such consolidation, merger or amalgamation, as the case may be, he had been the registered holder of the number of Shares to which he was theretofore entitled upon such exercise.

8.4 Subject to the prior approval of the Stock Exchange, whenever the Corporation issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares:

(a) shares of the Company, other than the Shares;
(b) evidences of indebtedness;
(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or
(d) rights, options or warrants,

then to the extent that such dividend or distribution is not otherwise addressed by this Section 8 (any of such non-excluded events being herein called a “ Special Distribution ”), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price for each Option will be reduced, and the number of unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Board to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

9. AMENDMENT OR DISCONTINUANCE OF THE PLAN

9.1 Subject to any required approval of any regulatory authority or the Stock Exchange, the Board may at any time or from time to time suspend, terminate or discontinue the Plan provided that without the consent of the Optionees, such suspension, termination or discontinuance may not in any manner adversely affect the rights under any Options granted under the Plan. Subject to any required approval of any regulatory authority or the Stock Exchange, the Board may at any time alter, amend or vary the Plan or any outstanding Option without the approval of the shareholders of the Corporation, if the alteration, amendment or variance:

(a) is of a housekeeping nature, including without limitation, for the purpose of curing any ambiguity, error or omission in the Plan or to correct or

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supplement any provision of the Plan that is inconsistent with any other provision of the Plan;

(b) is necessary to comply with applicable law or the requirements of the Stock Exchange;
(c) changes the vesting provisions of any Option; or
(d) changes the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date.

Except as provided above in this Section 9.1, the Plan may not be altered, amended or varied without the approval of the shareholders of the Corporation, including without limitation, any alteration, amendment or variance that:

(e) amends the number of Shares issuable under the Plan;
(f) changes the class of eligible participants to the Plan which would have the potential of broadening or increasing participation by Insiders of the Corporation;
(g) provides additional benefits to Eligible Persons at the expense of the Corporation and its existing shareholders;
(h) reduces the Option Price of any Option issued to an Insider; or
(i) extends the Option Period applicable to any Option issued to an Insider.

10. ACCELERATION EVENT

10.1 Unless otherwise determined by the Board and provided for in an Option Agreement, in the event that:

(a) the Corporation obtains approval from the shareholders of the Corporation for a transaction which, if completed, would constitute an Acceleration Event;
(b) an Acceleration Event has occurred; or
(c) the Board adopts a resolution to the effect that an Acceleration Event has occurred or is imminent,

the Board shall:

(a) upon written notice to each Optionee, permit the exercise of all outstanding Options within the twenty (20) day period next following the date of such notice (notwithstanding the terms of such Options which specify when such Options would otherwise be exercisable) and determine that upon the

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expiration of such (20) day period all Options and the rights of the Optionees thereunder shall expire and terminate; or

(b) upon written notice to each Optionee, require the Optionees to surrender their Options within the ten (10) day period next following the date of such notice (and the Optionees shall be deemed to have surrendered such Options on the expiration of such ten (10) day period without further formality) provided that:
(i) as a result of the Acceleration Event, the holders of Shares receive equity securities of the successor corporation or entity or the Acquiror;
(ii) such successor corporation or entity or the Acquiror has provided to the Corporation, on behalf of the Optionees, an irrevocable and unconditional undertaking to grant replacement options to the Optionees on the equity securities offered as consideration;
(iii) the Board has determined, in good faith, that such replacement options have substantially the same economic value as the Options being surrendered;
(iv) the surrender of Options and the granting of replacement options can be affected on a tax deferred basis under the Income Tax Act (Canada), as amended from time to time; and
(v) the terms of any replacement options shall provide that in the event an Optionee is terminated without cause from such successor corporation, entity or acquiror, as applicable, within twenty-four (24) months after the effective date of the applicable Acceleration Event, the Optionee shall be permitted to exercise all outstanding replacement options before the earlier of: (i) the expiration date of such replacement options; and (ii) the end of the ninety (90) day period which commences on the effective date that the Optionee’s employment or office is terminated (notwithstanding the terms of such replacement options which specify when such replacement options would otherwise be exercisable).

11. MISCELLANEOUS PROVISIONS

11.1 No Optionee shall have any rights as a shareholder of the Corporation with respect to Shares subject to an Option until the date of issuance of such Shares upon the exercise of the Option, in full or in part, and then only with respect to the Shares so issued. Except as otherwise provided in Section 8, no adjustments shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such Shares are issued.

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11.2 Any notice to be given to the Corporation pursuant to the provisions of this Plan must be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the Chief Financial Officer of the Corporation. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the third Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day. If the party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication may not be mailed but must be given by personal delivery or by electronic communication.
11.3 Nothing in the Plan or any Option shall confer upon a person any right to continue or be re-elected as a director of the Corporation or any Affiliate or any right to continue in the employ of the Corporation or any Affiliate, or affect in any way the right of the Corporation or any Affiliate to terminate his employment at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment of any person beyond the time which he would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Affiliate or any present or future retirement policy of the Corporation or any Affiliate, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Affiliate.
11.4 Participation in the Plan by a Participant shall be voluntary.
11.5 If any provision of the Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.
11.6 References herein to any gender include all genders.
11.7 The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

12. SHAREHOLDER AND REGULATORY APPROVAL

12.1 The Plan shall be subject to ratification by the shareholders of the Corporation to be effected by a resolution passed at a meeting of the shareholders of the Corporation, and to acceptance by the Stock Exchange and any other relevant regulatory authority.

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12.2 The obligation of the Corporation to issue and deliver any Shares in accordance with this Plan shall be subject to any necessary approval of the Stock Exchange and any other relevant regulatory authority. If any Shares cannot be issued to an Optionee upon the exercise of an Option for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any exercise price paid to the Corporation in respect of the exercise of such Option shall be returned to the Optionee.

February 9 , 2022

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Appendix “A”

(see attached)

A-1

[Date]

[TerraVest Letterhead]

[Name of Optionee] [Address of Optionee]

Grant of Options to Purchase Shares

On behalf of TerraVest Industries Inc. (“ TerraVest ”) I am pleased to inform you that, conditional upon signing the acknowledgement at the bottom of this letter, you have been granted an option to purchase common shares of TerraVest (“ Shares ”) as described below. The option is governed by the terms of the TerraVest Industries Inc. Stock Option Plan (the “ Plan ”), as may be amended or replaced from time to time, a copy of which is attached. By accepting the option, you are acknowledging that the grant of the option is subject in all respects to the terms and conditions of the Plan, including the termination provisions that apply if you cease to be an officer or management employee of TerraVest or its Affiliates, all as more particularly set out in the Plan.

All capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Plan.

Option Grant

Pursuant to the Plan, you have been granted the option to acquire ● Shares of TerraVest effective the date hereof.

Exercise Price

The exercise price for the Shares under the option is ● ($●) per share, being the Market Price of the Shares on the date hereof, and this must be paid at the time you exercise the option. Alternatively, you make elect to make payment in full by way of a cashless exercise in accordance with such procedures as may be determined by TerraVest from time to time.

Vesting Schedule

The option shall vest and become exercisable as to: (i) ●% of the Shares on ●, (ii) ●% of the Shares on ●, and (iii) ●% of the Shares on ●.

Exercise Expiry Date

The expiry date for the exercise of the option is 5:00 p.m. (Mountain time) on the [tenth (10[th] )] anniversary of the date hereof and, to be effective, the option must be exercised before that time. The steps to be taken to exercise the option are described in the Plan and you may exercise the option at any time before the expiry date and after the vesting dates with respect to the portion of the option that has vested as described above.

A-2

Further Assurances

You agree, from time to time, to execute and deliver or cause to be executed and delivered all such further documents and instruments, and to do or cause to be done all further acts and things as may, from time to time after the date hereof, reasonably be required or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this grant of option.

In order for the grant of the option to be completed, would you please sign the acknowledgement on the bottom of the second copy of this letter and return it to me as soon as possible.

We look forward to working together with you to grow and increase the value of TerraVest in the future.

Yours truly,

TERRAVEST INDUSTRIES INC.

By:

TO: TERRAVEST INDUSTRIES INC.

The undersigned hereby agrees to be bound by the terms and conditions of the Plan with respect to the option granted to the undersigned hereunder. The undersigned further acknowledges that TerraVest has not provided any tax advice or related advice of any kind to the undersigned with respect to the Plan or the exercise of the Optioned Shares.

Witness:

Signature

Date:

MTDOCS 43364454v7

A-3

AI assistant

TerraVest Industries — Proxy Solicitation & Information Statement 2022

47078_rns_2022-01-19_bf7fe49b-ce0d-42ba-a935-31cd02bbdefe.pdf

TERRAVEST INDUSTRIES INC. NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION

Table of Contents

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Quorum

Registered Shareholders - Appointment and Revocation of Proxies

Non-Registered (Beneficial) Shareholders - Appointment and Revocation of Proxies

Voting of Shares Represented by Management Proxies

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

Interest of Informed Persons in Material Transactions

Particulars of Matters to be Acted on at the Meeting

Election of Directors

Appointment of Auditor

Special Business – Option Plan Resolution

Other Business

INFORMATION RESPECTING TERRAVEST INDUSTRIES INC.

General

Authorized Share Capital

Shares and the Principal Holders

GOVERNANCE

Relationship Between the Directors and Management

Committees

ELECTION OF DIRECTORS

Majority Voting Policy for Directors

Equity Compensation Plan Information

Current Plan Terms

Administration

Eligibility

Shares Subject to the Current Plan

Terms of Options

Retirement; Resignation; Death, Etc.

Amendments to, or Discontinuance of, the Current Plan

Annual Burn Rate

Acceleration Events

Indebtedness of Directors and Executive Officers

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Governance and Nominating Committee

Compensation Philosophy

Trading Restrictions

CEO Employment Agreement

CIO Employment Agreement

Other NEOs

Performance Objectives

Risk Considerations

Summary Compensation Table

Option-Based Awards

Incentive Plan Awards

COMPENSATION OF DIRECTORS

Notes:

Incentive Plan Awards

PERFORMANCE GRAPH

Compensation Trend

ADDITIONAL INFORMATION

APPENDIX “A” STATEMENT OF GOVERNANCE PRACTICES AND GUIDELINES

TERRAVEST GOVERNANCE

GOVERNANCE FRAMEWORK

TerraVest Boards and Committees

Mandate of the Directors

Independence of the Directors

Further Information Regarding the Directors

Note:

Relationship with Management

Orientation and Continuing Education of Board Members

Committees

Board and Committee Chairs

Audit Committee

Governance and Nominating Committee

TerraVest’s, Codes and Procedures

Ethical Business Conduct

Director Term Limits and Other Mechanisms of Board Renewal

Policies Regarding the Representation of Women on the Board

Consideration of the Representation of Women in the Director Identification and Selection Process

Consideration Given to the Representation of Women in Executive Officer Appointments

Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

APPENDIX “B”

TERRAVEST GROUP BOARD OF DIRECTORS CHARTER FOR TERRAVEST INDUSTRIES INC .

TerraVest Industries Proxy Solicitation & Information Statement 2022