Theralase Technologies Inc.

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THERALASE  TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the Shareholders of Theralase Technologies Inc. (the " Corporation ") will be held by way of a live webcast on Thursday, September 24[th] , 2020 at 4:30 pm (Toronto time), for the purposes of:

a) electing directors of the Corporation for the ensuing year;
b) appointing the auditors of the Corporation for the ensuing year and authorizing the directors, acting through the Audit Committee, to fix the remuneration to be paid to the auditors;
c) receiving and considering the audited consolidated financial statements for the fiscal year ended December 31, 2019 and the report of the auditors thereon;
d) re-approving the Corporation’s Incentive Stock Option Plan, as described in the Management Information Circular;
e) approving the adoption of By-Law No. 4 as the general by-laws of the Corporation, as described in the Management Information Circular; and
f) transacting such other business as may properly come before the Meeting.

Only registered shareholders of record as of the close of business on August 21, 2020, the record date for the Meeting and duly appointed proxyholders can attend the online only Meeting at:

Link: https://78449.themediaframe.com/dataconf/productusers/ther/mediaframe/40318/indexl.html Dial-in 1-877-407-8037 (toll-free) or (201) 689-8037 (toll)

Shareholders are strongly encouraged to vote via proxy in advance of the Meeting, andare requested to date, sign and return the accompanying Instrument of Proxy, in accordance with the instructions contained in the accompanying Management Information Circular, to the offices of the Corporation at 41 Hollinger Road, Toronto, Ontario M4B 3G4, or at the offices of TMX Equity Transfer Services, Proxy Department, 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1, not less than 48 hours before the time fixed for holding the Meeting, or any adjournment thereof, or to the Chairman of the Meeting immediately prior to the commencement of the Meeting, or any adjournment thereof.

DATED at Toronto, Ontario this 24[th] day of August, 2020.

BY ORDER OF THE BOARD OF DIRECTORS:

Kristina Hachey Chief Financial Officer

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M A N A G E M E N T I N F O R M A T I O N C I R C U L A R

The Annual General and Special Meeting of Shareholders TO BE HELD THURSDAY, SEPTEMBER 24, 2020

M A N A G E M E N T S O L I C I T A T I O N O F P R O X I E S

This management information circular (“Management Information Circular”) is furnished in connection with the solicitation by the management of Theralase Technologies Inc. (“Corporation”) of proxies to be used at the Annual General and Special Meeting (“Meeting”) of the shareholders of the Corporation (“Shareholders”) to be held at the time and place and for the purposes set forth in the accompanying notice of Meeting (the “Notice of Meeting”) and in this Management Information Circular. Solicitation of proxies will be primarily by mail, but may also be by telephone, facsimile or oral communication by and from the directors, officers or regular employees of the Corporation. The cost of the solicitation of proxies will be borne by the Corporation.

PARTICIPATING AND VOTING AT THE MEETING

This year, with the rapidly evolving public health crisis resulting from the global spread of the novel coronavirus (COVID-19), in order to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will hold the Meeting in a virtual only format, which will be conducted via live webcast. The Meeting will begin at 4:30 P.M. ET, on September 24[th] , 2020. At the Meeting, Shareholders will have the opportunity to ask questions and vote on all matters put before the Meeting. Shareholders will not be able to attend the meeting in person. Information and detailed instructions about how to participate in this virtual Meeting are set forth below.

Registered Shareholders and duly appointed proxyholders can attend the Meeting at:

Link: https://78449.themediaframe.com/dataconf/productusers/ther/mediaframe/40318/indexl.html ; or Dial-in 1-877-407-8037 (toll-free) or (201) 689-8037 (toll)

Registered Shareholders or duly appointed proxyholders should click on the link set forth above, and dial into the conference call line set forth above, prior to the start time of the Meeting.

Registered Shareholders or duly appointed proxyholders can participate, vote, or submit questions during the Meeting by following the directions provided once connected.

Registered Shareholders

Only registered holders (“ Registered Shareholders ”) of common shares of the Corporation (“ Common Shares ”) and duly appointed proxyholders may attend and vote at the virtual Meeting, provided they are connected to the internet and follow the instructions below and provided once they have joined the meeting.

Non-Registered Shareholders

Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (“ Non-Registered Shareholders ”) will not be eligible to vote.

LEGAL*50972544.1

Non-Registered Shareholders outside Canada must obtain a valid legal proxy from their broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy form.

APPOINTMENT AND REVOCATION OF PROXIES

While you may attend and vote at the Meeting virtually (see “Participating and Voting at the Meeting”), we recommend that you vote in advance by proxy so that your vote will be counted if you later decide not to attend the Meeting. The persons named as proxyholders in the enclosed instrument of proxy (the “ Instrument of Proxy ”, and together with the Notice of Meeting and Management Information Circular, the “ meeting materials ”) are officers and/or directors of the Corporation. You have the right to appoint some other person (who need not be a Shareholder) to represent you at the Meeting other than the person designated in the accompanying Instrument of Proxy. To exercise this right, you should insert the name of the desired person in the blank space provided in the Instrument of Proxy or should complete another Instrument of Proxy. A Shareholder who appoints a proxyholder who is someone other than the person named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how Common Shares are to be voted.

If you want to appoint someone other than the directors or officers named in the Instrument of Proxy, you must complete the additional step of registering the proxyholder by calling TSX Trust at 1-866-600-5869 by no later than 4:30 p.m. (EST) on September 22[nd] , 2020.

An Instrument of Proxy will not be valid unless it is deposited at the Corporation's offices at 41 Hollinger Road, Toronto, Ontario M4B 3G4, CANADA or at the offices of TSX Trust, Proxy Department, 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1, CANADA not less than forty-eight (48) hours (excepting Saturdays, Sundays and holidays) before the time of the Meeting, or any adjournment thereof (“ Proxy Deadline ”). A failure to deposit the proxy will result in its invalidation.

A Shareholder who has submitted an Instrument of Proxy may revoke it by an instrument in writing signed by the Shareholder, or by an authorized attorney, or, if the Shareholder is a corporation, by a duly authorized officer, and deposited either at the offices of the Corporation, or of TSX Trust, as above noted, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Instrument of Proxy is to be used, or with the Chairman of the Meeting on the day of such Meeting, or adjournment thereof, or in any other manner permitted by law. In addition, an Instrument of Proxy may be revoked by the Shareholder, if a corporation, by an authorized representative attending at the Meeting and voting such securities.

EXERCISE OF DISCRETION BY PROXIES

The person named in the accompanying Instrument of Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them. In the absence of such direction, such Common Shares will be voted in favour of: (i) the election as Directors of the proposed nominees in this Management Information Circular; (ii) the appointment of Richter LLP as auditors and authorizing the Directors to fix the remuneration of the auditors; (iii) the re-approval of the 2004 Stock Option Plan; (iv) the adoption of By-Law No. 4 of the Corporation ; and (v) transacting such other business as may properly come before the Meeting. The accompanying Instrument of Proxy confers discretionary authority upon the person named therein with respect to amendment or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date hereof, the management of the Corporation (“ Management ”) knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting; however, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Instrument of Proxy to vote such proxy according to their best judgment.

The Instrument of Proxy shall be executed by the Shareholder or his/her/its duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title should be indicated. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity should reflect that person's capacity following his signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Non-Registered Shareholders should note that only proxies deposited by Shareholders

who are Registered Shareholders will be accepted. Common Shares listed in an account statement provided to a Non-Registered Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS Clearing and Depository Services Inc. (the registration name for CDS & Co. , which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Non-Registered Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients; therefore, each NonRegistered Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Non-Registered Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Non-Registered Shareholder by its broker (or the agent of the broker), also known as a Voting Information Form (“ VIF ”), is substantially similar to the Instrument of Proxy provided directly to Registered Shareholders by the Corporation; however, the purpose of the VIF is limited to instructing the Registered Shareholder (i.e.: the broker or agent of the broker) how to vote on behalf of the Non-Registered Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( “BFS” ) in Canada. BFS typically prepares a machine-readable VIF, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the VIFs to BFS, or otherwise communicate voting instructions to BFS (by way of the Internet or telephone, for example). BFS then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Non-Registered Shareholder who receives a BFS VIF cannot use that form to vote Common Shares directly at the Meeting. The VIF must be returned to BFS (or instructions respecting the voting of Common Shares must otherwise be communicated to BFS) well in advance of the Meeting in order to have Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance. The Corporation will not pay for intermediaries to deliver the meeting materials to Non-Registered Shareholders who are “objecting beneficial owners” (“ OBOs ”) as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). OBOs have objected to their Intermediary disclosing ownership information about themselves to the Corporation. Accordingly, OBOs will not receive the meeting materials unless their intermediary assumes the costs of delivery. The Corporation is sending meeting materials directly to “non-objecting beneficial owners” as defined in NI 54-101.

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

RECORD DATE

The Board of Directors of the Corporation (“ Board of Directors ” or “ Board ”) has set August 21, 2020 as the record date for the Meeting (“ Record Date ”). Only Shareholders of record as at that date are entitled to receive notice of and to vote at the Meeting unless after that date a Shareholder of record transfers his Common Shares and the transferee, upon producing properly endorsed certificates evidencing such Common Shares or otherwise establishing that he owns such Common Shares, requests not later than ten (10) days prior to the Meeting that the transferee's name be included in the list of Shareholders entitled to vote, in which case, such transferee is entitled to vote such Common Shares at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. On August 21, 2020, there were 204,275,875 Common Shares of the Corporation issued and outstanding. Each Common Share carries the right to one vote.

To the knowledge of the Directors and senior officers of the Corporation, as of the Record Date, no person or corporation beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the issued and outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation, the only matters to be dealt with at the Meeting are:

to receive the Corporation’s audited consolidated financial statements for the year ended December 31, 2019, along with the auditor’s report thereon;

to appoint Richter LLP as the auditor for the ensuing year and to authorize the directors to fix the remuneration of the auditor;
to elect directors to the Board of Directors for the ensuing year;
to re-approve the 2004 Stock Option Plan of the Corporation (the “ Plan ”);
to approve the adoption of By-Law No. 4 as the general by-laws of the Corporation; and
to transact such other business as may properly come before the Meeting.

APPOINTMENT OF AUDITOR

Effective December 31, 2019, Richter LLP (“ Richter ”) were appointed auditors of the Corporation following the resignation of Marcum LLP (“ Marcum ”) at the request of the Corporation. The termination of Marcum and the appointment of Richter in its place was recommended by the audit committee of the Board and approved by the Board. Attached to this Management Information Circular as Schedule “D” is a copy of the reporting package, as defined in National Instrument 51- 102 Continuous Disclosure Obligations (“ NI 51-102 ”), that was filed with the requisite securities regulatory authorities. The reporting package consists of (i) the notice of change of auditor advising that the Corporation appointed Richter as the auditors of the Corporation effective December 31, 2019 to fill the vacancy caused by the termination of Marcum on December 31, 2019, that no reports of Marcum on any of the Corporation’s financial statements expressed a modified opinion, and that there has been no reportable events, as defined by NI 51-102; and (ii) a letter from each of Marcum as former auditor and Richter as successor auditor confirming their agreement with the information contained in notice of change of auditor.

Shareholders will be requested to appoint Richter as auditors of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the directors of the Corporation to fix their remuneration.

In the absence of a contrary specification made in the Instrument of Proxy, the persons named in the accompanying Instrument of Proxy intend to vote for the appointment of Richter as auditors of the Corporation to hold office until the next annual general meeting of Shareholders and to authorize the Directors to fix their remuneration. Approval of the foregoing resolution will require the affirmative vote of a majority of the votes cast by holders of Common Shares present in person or represented by proxy at the Meeting.

RE-APPROVAL OF THE CORPORATION’S 2004 STOCK OPTION PLAN

The purpose of the Plan is to attract and retain service providers, employees, officers and directors to the Corporation and to motivate them to advance the interests of the Corporation by affording them the opportunity to acquire an equity interest in the Corporation through stock options. The Plan is subject to annual approval in accordance with the rules and policies of the TSX Venture Exchange (the “ TSXV ”).

The complete text of the Plan is attached as Schedule “E” to this Management Information Circular. At the Meeting, Shareholders will be asked to approve the following resolution:

“BE IT RESOLVED THAT:

The Plan in the form attached as Schedule “E” to the Management Information Circular of the Corporation dated August 24, 2020 is hereby approved, ratified and confirmed.
Any director or officer of the Corporation is authorized to execute and deliver all other documents and do all other acts and things as may be necessary or desirable to give effect to this resolution.”

In the absence of a contrary specification made in the Instrument of Proxy, the persons named in the enclosed Instrument of Proxy intend to vote in favour of the foregoing resolution. Approval of the foregoing resolution will require the affirmative vote of a majority of the votes cast by holders of Common Shares present in person or represented by proxy at the Meeting.

ELECTION OF DIRECTORS

The Board proposes to nominate, and the persons named in the accompanying Instrument of Proxy intend to vote in favour of, the election of the persons named below as directors of the Corporation (“Directors”). The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as directors of the Corporation, proxies held by the persons named in the accompanying Instrument of Proxy will be voted for another nominee in their discretion, unless the Shareholder has specified in his Instrument of Proxy that their

Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation and the provisions of the Canada Business Corporations Act (“ Act ”).

The number of Directors to be elected at the Meeting is five. All of the nominees currently serve as Directors and their terms of office expire at the Meeting.

The following table and notes thereto state the names of the persons nominated for election as Directors, the municipality of residence of each nominee, the current positions with the Corporation held by such persons, the period during which each such person has been a director of the Corporation, the principal occupation at the present time and during the preceding five years of such nominee, and the number and percentage of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the nominee. The information contained in the following table is based upon information furnished by the respective nominees.

Name and Municipality of Residence	Position and office with the Corporation	Year First became Director	Principal Occupation (last 5 years)	Number/Percentage of Outstanding Common Share of the Corporation Held
Guy Anderson(2, 3, 4, 5,7) Toronto, Ontario	Chairman of the Board	2013	Director of the Corporation, Wealth Management and Personal Finance Advisor,Aligned Capital	628,572 / 0.3%
Arkady Mandel Toronto,Ontario	Chief Scientific Officer and Director	2018	Chief Scientific Officer of the Corporation and of Theralase Inc.(1)	0/0%
Randy Bruder(2, 4, 5,7) Brampton, Ontario	Director	2008	Director of the Corporation, Owner /Operator of The Grainery, a wholesale and retail food processing business.	1,736,174 / 0.8%
Matthew Perraton(2, 4, 5, 6,7) Toronto,Ontario	Director	2013	Director of the Corporation, Financial Planner,Aligned Capital	0 / 0.0%
Kristina Hachey Toronto,Ontario	Chief Financial Officer and Director	2019	Chief Financial Officer of the Corporation and of Theralase Inc.(1)	1,616,267 / 0.8%
Total				3,981,013/ 1.9%

Notes: (1) Theralase Inc. is a wholly-owned subsidiary of the Corporation.

(2) Member of the Audit Committee.

(3) Chairman of the Audit Committee.

(4) Independent Director.

(5) Member of the Governance and Compensation Committee.

(6) Chairman of the Governance and Compensation Committee.

(7) Member of the Disclosure Committee.

Corporate Cease Trade Orders or Bankruptcies, Penalties and Sanctions

No proposed director of the Corporation is or has been, within ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No proposed director of the Corporation is or has been, within the ten years before the date of this Management Information Circular, a director or executive officer of any company (including the Corporation) 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 the assets of the proposed director.

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

No proposed director has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

ADOPTION OF BY-LAW NO. 4 OF THE CORPORATION

The Corporation determined that it was prudent to undertake a review of the old by-laws of the Corporation, being the general ByLaw No. 1 and the borrowing powers By-Law No. 2 of the Corporation, in order to better align the general by-law provisions with the current provisions of the Act and evolving corporate governance practices. The Act provides the borrowing powers of a corporation, making the old By-law No. 2 of the Corporation redundant. The Board determined that it would be in the best interests of the Corporation to implement a new, updated By-Law No. 4 in order to align the general by-laws with the current provisions of the Act and corporate governance practices and implement certain other desirable changes to update By-Law No. 1 and repeal By-Law No. 2.

On August 14, 2020, the Board authorized and approved the adoption of By-Law No. 4, as the general by-laws of the Corporation, to repeal and replace By-Law No. 1 and By-Law No. 2.

The current By-Law No. 3 of the Corporation is an Advance Notice By-Law, previously approved by the Board and the Shareholders, and the new By-Law No. 4 is a general by-law that governs all other aspects of the business and affairs of the Corporation, such as the establishment of a quorum for meetings of directors and shareholders, the conduct of such meetings, signing authorities, residency requirements for directors, the appointment of officers, the description of the officers’ duties, the establishment of committees of the Board, the authority of persons to contract on behalf of the Corporation and similar matters.

The foregoing is only a summary of some of the principal provisions contained in By-Law No. 4 and is qualified by reference to the blackline of the new By-Law No. 4 as against By-Law No. 1, set forth in Schedule “F” to this Management Information Circular. Shareholders are urged to review By-Law No. 4 in its entirety.

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the following resolution:

“BE IT RESOLVED THAT:
the current By-laws Nos. 1 and 2 of the Corporation be repealed and revoked;
the Corporation is hereby authorized to adopt new by-law no. 4 (the “By-Law No. 4”) relating generally to the transaction of the business and affairs of the Corporation as attached in the Management Information Circular of the Corporation dated August 24, 2020 as Schedule “F”;
notwithstanding that this ordinary resolution has been duly passed by the shareholders of the Corporation (the “Shareholders”), the board of directors is hereby authorized and empowered, to amend or decide not to proceed with the adoption of By-Law No. 4 or revoke this ordinary resolution at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any director or officer of the Corporation, for and on behalf of the Corporation, is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise By-Law No. 4 and all other documents and instruments and take all such other actions as may be necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents and instruments and the taking of any such actions.”

In the absence of a contrary specification made in the Instrument of Proxy, the persons named in the enclosed Instrument of Proxy intend to vote in favour of the resolution to repeal the current By-Law No. 1 and By-Law No.2 and adopt new By-Law No. 4. Approval of the foregoing resolution will require the affirmative vote of a majority of the votes cast by holders of Common Shares present in person or represented by proxy at the Meeting.

STATEMENT OF EXECUTIVE COMPENSATION

In this section “Named Executive Officer” or “NEO” means (a) the Chief Executive Officer, (b) the Chief Financial Officer, (c) each of the Corporation’s three other most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity (whose total compensation exceeded $150,000.00), and (d) each individual who would be a NEO for the year ended December 31, 2019 but for the fact that such individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, as at December 31, 2019. The Corporation had three NEOs during the financial year ended December 31, 2019, namely Shawn Shirazi, the Chief Executive Officer of the Corporation, Kipton Lade, the Chief Executive Officer – Device Division of the Corporation, Arkady Mandel, the Chief Scientific Officer of the Corporation, and Kristina Hachey, the Chief Financial Officer of the Corporation.

COMPENSATION DISCUSSION AND ANALYSIS

Objectives and Philosophy

The Corporation’s executive compensation policy has been designed to attract, motivate and retain high performing senior executives. The Corporation’s policy is to have a competitive total compensation package which includes base salary, a bonus plan and a stock option program. The purpose of the Corporation’s compensation policy is to encourage the achievement of corporate objectives and to align the interests of the NEOs with those of the Shareholders; therefore, a significant portion of the total compensation for NEOs is based on the Corporation’s performance. Comprehensive performance appraisal and succession planning systems have also been adopted in order to assess the abilities and performance of all the Corporation’s employees, and NEOs in particular, around the world. The compensation of NEOs is reviewed and approved by the Board upon the recommendation of the Governance and Compensation Committee. The compensation for the NEOs is determined by the Governance and Compensation Committee annually for the fiscal year in review.

Elements of Compensation

Base Salary

Salaries of NEOs are established based on a comparison with competitive positions, taking into account the size and scope, as well as the geographic location. The Governance and Compensation Committee further takes into consideration individual circumstances that may include the scope and the geographic location of an NEO’s position, the NEO’s relevant competencies or experience and the desire for retention of the NEO. The Governance and Compensation Committee also takes into consideration the financial performance of the Corporation as well as the individual performance of each NEO. NEO salaries have increased by an average of less than 100% per year over the last four years as a reflection of the Corporation’s performance.

Short-Term Incentive (Bonus) Plan

The Corporation’s bonus plan considers company performance as well as individual performance. Bonuses are targeted at between 0% and 300% of an NEO’s base salary and are paid in cash on an annual basis . Depending on the NEO’s position, a percentage of the NEO’s bonus will depend on the Corporation’s success in achieving certain fixed and objective goals. Such goals may include those related to fixed revenue and earnings, as well as the achievement of certain strategic objectives. The Corporation’s goals are determined annually. The balance of each NEO’s bonus is determined based on their achievement of fixed, personal strategic objectives or standards of performance, which are determined at the beginning of each year, after discussion with the NEO. By balancing personal and corporate performance, the bonus plan seeks to reward both individual achievement as well as corporate success in an effort to align the interests of the NEOs with those of the Shareholders. The Corporation’s performance will weigh more heavily in considering the bonus of a NEO with more seniority.

- Long Term Incentives Stock Option Awards

The strategic use of incentive stock options is a cornerstone of the Corporation’s compensation plan. It applies to employees at all levels and continues to be one of the Corporation’s primary tools for attracting, motivating and retaining qualified employees, which is critical to the Corporation’s success.

All grants of stock options to the NEOs are reviewed and pre-approved by the Board of Directors. In evaluating option grants to the NEOs, the Board of Directors evaluate a number of factors including, but not limited to: (i) the number of options already held by such NEO; (ii) a fair balance between the number of options held by the NEO concerned and the other executives of the Corporation in light of their respective responsibilities and objectives; and (iii) the value of the options (generally determined using a Black-Scholes analysis) as a component in the NEO’s overall compensation package.

SUMMARY COMPENSATION TABLE

The following table sets forth the details regarding compensation earned by each NEO in the three most recently completed financial years.

Name and principal position(1)	Year ended Dec. 31	Salary	Share based awards	Option based awards	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value	All other compensation	Total compensation
					Annual incentive plans	Long-term incentive plans
Shawn Shirazi6 Chief Executive Officer	2019 2018 2017	212,180 Nil Nil	Nil Nil Nil	90,1391 Nil Nil	1,0003 Nil Nil	Nil Nil Nil	Nil Nil Nil	5,0004 Nil Nil	$308,319 Nil Nil
Kipton Lade7 Former Chief Executive Officer – Device Division	2019 2018 2017	172,855 Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$172,855 Nil Nil
Kristina Hachey Chief Financial Officer	2019 2018 2017	216,667 200,000 200,000	Nil Nil Nil	228,8182 Nil 64,410	83,3333 Nil Nil	Nil Nil Nil	Nil Nil Nil	5,0005 Nil Nil	$533,818 $200,000 $264,410
Arkady Mandel Chief Scientific Officer	2019 2018 2017	300,000 286,538 200,000	Nil Nil Nil	228,8182 Nil 42,940	100,0003 Nil Nil	Nil Nil Nil	Nil Nil Nil	10,0005 5,4465 Nil	$638,818 $291,984 $242,940

Notes:

1) The option-based awards value is the grant date fair value of stock options granted in the year calculated in accordance with IFRS using the Black-Scholes option pricing model with the following weighted average assumptions for 2019: vesting in equal tranches over a three period and expiring five years from date of issue; share price $0.23; exercise price $0.50; risk free rate of 1.43%; dividend yield of nil; and expected volatility of 86.28%.
2) The option-based awards value is the grant date fair value of stock options granted in the year calculated in accordance with IFRS using the Black-Scholes option pricing model with the following weighted average assumptions for 2019: vesting in equal tranches over a three period and expiring five years from date of issue; share price $0.23; exercise price $0.25; risk free rate of 1.43%; dividend yield of nil; and expected volatility of 86.28%.
3) Cash incentive bonuses.
4) Represents relocation fees
5) Represents directors’ fees paid to each of Dr. Arkady Mandel and Kristina Hachey (July 1 to December 31, 2019) in their capacity as a Director.
6) Mr. Shirazi was appointed as the Chief Executive Officer of the Corporation effective October 31, 2019, and prior thereto was Chief Executive Officer of the Corporation’s Drug Division (appointed February 25, 2019)
7) Mr. Lade was appointed as the Chief Executive Officer – Device Division on February 25, 2019 and terminated on October 31, 2019.

INCENTIVE PLAN AWARDS – NEOS

Outstanding Share-Based and Option-Based Awards

The following table sets forth information concerning all option-based awards for each NEO outstanding at December 31, 2019. The Corporation had no share-based awards.

		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options(1)	Number of shares that have not vested(2)	Number of shares that have vested	Market or payout value of vested share-based awards not paid or distributed
Shawn Shirazi Chief Executive Officer	750,000	$0.50	September 11, 2024	Nil	Nil	Nil	Nil
Kristina Hachey Chief Financial Officer	300,000 1,500,000	$0.50 $0.25	April 18, 2022 September 11,2024	Nil Nil	Nil	Nil	Nil
Arkady Mandel Chief Scientific Officer	200,000 1,500,000	$0.50 $0.25	April 18, 2022 September 11,2024	Nil Nil	Nil	Nil	Nil

Note:

1) The value of unexercised “in–the-money” options is calculated using the closing price of the Common Shares of the Corporation on the TSXV on December 31, 2019 less the respective exercise prices of the options. The market value of the Common Shares on December 31, 2019 was $0.34, which is less than the exercise price for the NEO’s exercisable options; therefore, there were no “in-the-money” options for the recent fiscal year ended December 31, 2019.
2) The dollar value realized upon vesting of share-based awards, calculated by multiplying number of shares by market price of shares on vesting date.

Value Vested or Earned During the Year

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the Named Executive Officers during the financial year ended December 31, 2019.

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
Shawn Shirazi Chief Executive Officer	Nil	Nil	Nil
Kristina Hachey Chief Financial Officer	Nil	Nil	Nil
Arkady Mandel Chief Scientific Officer	Nil	Nil	Nil

Notes:

1) Value vested during the year is calculated by subtracting the exercise price from the market price of the Corporation’s Common Shares on the date the option vesting (being the closing price of the Corporation’s Common Shares on the TSXV on the last trading day prior to the vesting date). Options vest in three equal tranches over a three year period from the date of grant. No options were in-the money at the time of vesting and therefore value vested was $nil.
2) No share-based awards to NEOs vested during the fiscal year ended December 31, 2019.
3) Year-end cash incentive bonuses.

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS

As at December 31, 2019, the Corporation did not have any plan, contract or arrangement, compensatory or otherwise: (i) regarding the employment of the NEOs; or (ii) whereby the NEOs are entitled to receive more than one month of Base Salary for each full or partial year of service (including periodic payments or installments) in the event of such NEO’s resignation, retirement or change of employment, a change of control of the Corporation, or a change in the NEO’s responsibilities following a change in control of the Corporation.

PENSION PLAN

As of December 31, 2019, there did not exist a pension plan for the NEOs that provided for payments or benefits at, following or in connection with retirement.

COMPENSATION OF DIRECTORS

The Corporation pays each Director an annual retainer of $10,000 per annum. The Corporation also reimburses the Directors for expenses incurred in connection with their attendance at such meetings, or in furtherance of their duties as Directors. For the year ended December 31, 2019, the aggregate annual retainer fees totaled $30,000. No other compensation or benefit was paid or is payable to the directors of the Corporation, for acting as such, for the year ended December 31, 2019.

The following Director compensation table sets forth all amounts of compensation paid by the Corporation to the Directors, (other than Arkady Mandel and Kristina Hachey, whose compensation has been previously disclosed in the Summary Compensation Table ) for the year ended December 31, 2019:

Name	Fees Earned ($)	Share-based awards ($)	Option-based awards ($)(1)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
GuyAnderson	10,000	N/A	228,818	Nil	N/A	Nil	$238,818
Matthew Perraton	10,000	N/A	228,818	Nil	N/A	Nil	$238,818
RandyBruder	10,000	N/A	228,818	Nil	N/A	Nil	$238,818

Note:

1) The option-based awards value is the grant date fair value of stock options granted in the year calculated in accordance with IFRS using the Black-Scholes option pricing model with the following weighted average assumptions for 2019: vesting in equal tranches over a three period and expiring five years from date of issue; share price $0.23; exercise price $0.25; risk free rate of 1.43%; dividend yield of nil; and expected volatility of 86.28%.

INCENTIVE PLAN AWARDS – DIRECTORS

The following table shows the outstanding aggregate option based awards granted by the Corporation to each Director that was outstanding at the end of the financial year ended December 31, 2019.

Name	Issuance Date		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(2)	Number of shares that have vested (#)	Market or payout value of share-based awards that have not vested ($)
Guy Anderson	April 18, 2017 September 11, 2019	100,000 1,500,000	$0.50 $0.25	April 18, 2022 September 11, 2024	Nil Nil	Nil	Nil	Nil
Matthew Perraton	April 18, 2017 September 11, 2019	100,000 1,500,000	$0.50 $0.25	April 18, 2022 September 11, 2024	Nil Nil	Nil	Nil	Nil
Randy Bruder	April 18, 2017 September 11, 2019	100,000 1,500,000	$0.50 $0.25	April 18, 2022 September 11, 2024	Nil Nil	Nil	Nil	Nil

Note:

1) The value of unexercised “in–the-money” options is calculated using the closing price of the Common Shares of the Corporation on the TSXV on December 31, 2019 less the respective exercise prices of the options. The market value of the Common Shares on December 31, 2019 was $0.34, which is less than the exercise price for the Director’s exercisable options; therefore, there were no “in-the-money” options for the recent fiscal year ended December 31, 2019. The dollar value realized upon vesting of share-based awards, calculated by multiplying number of shares on vesting date.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Corporation maintains Directors' and Officers' liability insurance at an annual premium cost of $14,815. The insurance limit per claim under the policy is $1,000,000 subject to a $100,000 annual deductible payable by the Corporation. The policies and premiums do not distinguish between the insurance for directors’ liability or officers’ liability, and the coverage is the same for both groups.

LONG-TERM INCENTIVE (STOCK OPTION) PLAN

Overview

A significant component in the Corporation’s compensation mix is related to long-term incentives. The Corporation’s policy is to grant stock options to its executives, directors, employees or consultants under the Plan (attached as Schedule “E” hereto).

Pursuant to the Plan, the number of options to purchase Common Shares that can be issued is a fixed maximum percentage of 10% of the Common Shares issued and outstanding from time to time. The Plan is administered by the Board of Directors. The conditions with respect to the vesting and exercise of options are determined by the Board of Directors at its sole discretion at the time of granting such options.

Options granted under the Plan have a term of 5 years, and an exercise price that may not be lower than the closing sale price for the Common Shares on the last trading day before the day on which the option is granted. Since 2004, all stock options granted vest in equal installments over a period of (3) three years commencing (1) one year after the date of grant.

A person who has received options (“ Optionee ”) shall lose their right to exercise their option, provided however, that all Options that have not been exercised by the Optionee on the earliest of:

a) the termination of employment, the termination of services or the services agreement in respect of a Consultant or Advisor, or removal of the Optionee as a Director or officer of the Corporation or its Affiliates for cause;
b) sixty (60) days after the termination of employment, the termination of services or the services agreement in respect of a Consultant or Advisor (except in the case of a Consultant or Advisor providing investor relations services, in which case, the Options cease to be exercisable ten (10) days after the termination of such services), or an Optionee ceasing to be a Director or officer for reasons other than termination or removal for cause;
c) ninety (90) days after the death of the Optionee; and
d) the fifth anniversary of the date on which the Option was granted, or the effective date of such Option, or such earlier date as the Board of Directors may deem appropriate in its sole discretion at the time the Option is granted.

The Plan provides for the following limitations on the number of Common Shares issuable thereunder:

a) the aggregate number of Common Shares reserved for issuance under the Plan, shall not exceed ten percent (10%) of the issued and outstanding Common Shares (on a non-diluted basis);
b) the aggregate number of options granted to Consultants or Advisors shall not exceed two percent (2%) of the issued and outstanding Common Shares (on a non-diluted basis);
c) the aggregate number of Common Shares reserved for issuance to any one Optionee that is a Director, officer or employee shall not exceed five percent (5%) of the issued and outstanding Common Shares (on a non-diluted basis); and
d) in the case of an Optionee that is a Consultant or Advisor, the aggregate number of Common Shares to be issued shall not exceed one percent (1%) of the issued and outstanding Common Shares (on a non-diluted basis) at the time of the grant.

The Board has the right, in its sole discretion, to amend, suspend or terminate the Plan or any portion thereof at any time, in accordance with applicable legislation, without obtaining approval of the Shareholders. Any amendment to any provision of the Plan will be subject to any required regulatory or Shareholder approval. The Plan does not contain any provision for financial assistance by the Corporation in respect of options granted thereunder.

The Plan was last approved by Shareholders on June 27, 2019, and is being put before the Shareholders at this Meeting for re-approval. See “ Particulars of Matters to be Act Upon – Re-approval of the Corporation’s 2004 Stock Option Plan ”.

Equity Compensation Plan Information

The following table sets out information concerning the number and exercise price of the stock options issued under the Plan as at December 31, 2019.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	16,010,000	$0.35	4,417,5371
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
TOTAL	16,010,000	$0.35	4,417,537

Note:

1) Based on 10% of the issued and outstanding Common Shares of the Corporation as at December 31, 2019

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual is, or at any time during the most recently completed financial year of the Corporation was, a Director or executive officer of the Corporation, and no proposed nominee for election as a Director of the Corporation, or any associate of any such Director, executive officer or proposed nominee: (i) is or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or (ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described herein, to the knowledge of the Corporation, no “informed person”, proposed director, or any associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the beginning of the financial period ended December 31, 2019, or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries. An “informed person” means, among others, (i) a director or executive officer of the Corporation, (ii) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation, (iii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (iv) the Corporation itself, if and for so long as it has purchased, redeemed, or otherwise acquired any of its securities, for so long as it holds any of its securities.

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

None of the Corporation’s directors or executive officers, proposed nominees for election as directors or any such persons’ associates and affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting except as disclosed in this Management Information Circular.

AUDIT COMMITTEE

The Board has established an Audit Committee that is currently comprised of Guy Anderson, Matthew Perraton and Randy Bruder. All members of the Audit Committee are “independent” and “financially literate” for the purposes of National Instrument 52-110 – Audit Committees ( “NI 52-110” ). The Audit Committee operates under the Audit Committee Mandate (attached as Schedule “B” hereto) which follows the guidelines established by the Canadian Securities Administrators, as well as NI 52-110 and the recommendations of the Corporation's independent external auditors to enhance the effectiveness of those published guidelines.

RELEVANT EDUCATION AND EXPERIENCE

Guy Anderson - Chairman of the Audit Committee, Independent Director

Mr. Anderson brings over 20 years of financial experience to Theralase, most recently as a Wealth Management and Personal Finance Advisor with Aligned Capital Partners. Prior to his current position, Mr. Anderson held progressively higher positions with the Investment Planning Counsel, Franklin Templeton Investments Canada, T.E. Financial and Bank of Nova Scotia. Mr. Anderson is financially literate by virtue of his training and experience as a Personal Finance Advisor. Mr. Anderson holds a Bachelor of Arts: Political Science and Economics (Grad 1992): University of Western Ontario and a Masters of Business Administration (2007): Laurier School of Business and Economics, as well as a number of financial and wealth management certifications.

Matthew Perraton - Independent Director

Mr. Perraton brings over 19 years of financial experience to Theralase, most recently as a Financial Planner for Aligned Capital Partners. Prior to his current position, Mr. Perraton held progressively higher positions with Royal Bank, BMO Nesbitt Burns and Bank of Nova Scotia. Mr. Perraton is financially literate by virtue of his training and experience as a Personal Financial Planner. Mr. Perraton holds a number of financial and wealth management designations and is a registered investment advisor with the IDA/IIROC.

Randy Bruder – Independent Director

Mr. Bruder is an active independent businessman with over 37 years of experience of running his own multi-million dollar business. Mr. Bruder is financially literate by virtue of his ownership and management of his own business.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Corporation’s most recently completed financial period has the Corporation relied on any of the following exemptions under NI 52-110: section 2.4 ( De Minimus Non-Audit Services ), subsection 6.1.1(4) ( Circumstances

Affecting the Business or Operations of the Venture Issuer ), subsection 6.1.1(5) ( Events Outside Control of Member ), subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or an exemption in whole or in part, granted under Part 8 ( Exemptions ).

PRE-APPROVAL POLICIES AND PROCEDURES

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

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The Corporation incurred the following aggregate fees to its external auditors in two most recently completed fiscal years:

Year Ended	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
December 31,2019	$100,147	$59,653	-	$94,605
December 31,2018	$99,817	-	-	$39,917

“Audit Fees” refers to the aggregate fees billed by the Corporation’s external auditors for audit services. “Audit Related Fees” refers to aggregate fees billed for assurance and related services by the Corporation’s external auditors that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and not reported under Audit Fees, including the review of interim filings and travel related expenses for the annual audit. “Tax Fees” includes fees for professional services rendered by the Corporation’s external auditors for tax compliance, tax advice and tax planning. “All Other Fees” includes all fees billed by the Corporation’s external auditors for services not covered in the other three categories.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors of the Corporation considers good corporate governance to be important to the effective operation of the Corporation and to ensure that the Corporation is managed to optimize Shareholder value. The Board is responsible for examining the Corporation’s needs in this regard and addressing all issues that may arise from its practices. The Board ensures that the Corporation’s corporate governance practices comply with National Instrument 58-101 – Disclosure of Corporate Governance Practices and oversees the Corporation’s disclosure according to guidelines described in National Policy – 58-201 Corporate Governance Guidelines .

During 2019, the Corporation retained Peterson McVicar LLP (the “ Consultant ”), a governance consultant appointed by the Corporation under the terms of the Settlement Agreement between Roger Dumoulin-White, former Chief Executive Officer of the Corporation, and the Staff of the Ontario Securities Commission (the “ OSC ”). In April 2019, the Consultant delivered to the OSC its final report on the implementation by the Corporation of the corporate governance recommendations set out in its governance report. All recommendations of the Consultant were considered and adopted, as applicable, by the Corporation.

The following summarizes the implementation by the Corporation of the specific recommendations set forth in the governance report.

A. Board Matters - Board Composition

Recommendations:

Review composition of current Board to ensure that includes members with appropriate skill sets. Consideration should be given to adding (i) an independent Board member with an accounting designation and relevant experience; (ii) an independent Board member with appropriate scientific background to assist in providing independent oversight of operations; and (iii) an independent Board member with legal training and experience in corporate governance of public companies
Consider whether to require share ownership by board members to align interests with those of shareholders

The Consultant was advised by the Chairman of the Board that the Corporate Governance and Compensation Committee undertook a review of the current board composition. The Corporation completed a board skills matrix identifying the overall set of skills, experience and other qualifications for the Board. The Corporation then assessed the current Board against the skills matrix. It was determined that the current board composition was satisfactory for the current size and stage of the Corporation. In particular, although the addition of directors could potentially be beneficial for the Corporation, the skills matrix of the existing board was considered sufficient for the time being. The Corporation also noted that (i) attracting qualified directors to a company at the size and stage of the Corporation was not easy; (ii) the board as currently comprised acts independently and effectively; and (iii) the Corporation

is open to considering adding directors if and when appropriate candidates are identified. In accordance with the mandate of the Corporate Governance and Compensation Committee, the committee will review the composition on an annual basis or more frequently as required.

The Corporate Governance and Compensation Committee considered whether the Corporation should implement a minimum share ownership policy for board members and determined not to recommend a mandated share ownership policy at this time given the early stage of the Corporation’s business.

B. Board Matters - Board Committees

Recommendations:	Recommendations:
•	Consider the addition of an independent director with an accounting designation and relevant experience to the Audit
	Committee

• Improve disclosure in management information circular regarding qualifications of members of the Audit Committee

The response to A above addresses the committee composition question. As part of the review noted above, the Corporation considered that the Audit Committee currently possesses a composite skill set sufficient for a company of the size and sophistication of the Corporation.

The Corporation included additional disclosure in its annual information forms in 2018 and 2019 regarding the qualifications of the members of the Audit Committee, and has also included such disclosure in this Circular.

C. Board Matters - Board and Committee Attendance Record

Below are the records of attendance for Board and committee meetings for the fiscal years 2017 and 2018, and 2019.

	Board of Directors	Board of Directors	Board of Directors	Audit Committee	Audit Committee	Audit Committee	Governance and Compensation Committee	Governance and Compensation Committee	Governance and Compensation Committee
Name	2017	2018	2019	2017	2018	2019	2017	2018	2019
Guy Anderson	5/5	5/5	5/5	4/4	4/4	4/4	0/0	2/2	2/2
Randy Bruder	5/5	5/5	5/5	4/4	4/4	4/4	0/0	2/2	2/2
Matthew Perraton	5/5	1/1	5/5	4/4	4/4	4/4	0/0	2/2	2/2
Roger J. Dumoulin- White	5/5	N/A	N/A	4/4	N/A	N/A	0/0	N/A	N/A
Arkady Mandel	N/A	5/5	5/5	N/A	N/A	4/4	N/A	N/A	N/A
Kristina Hachey	N/A	N/A	3/3	N/A	N/A	2/2	N/A	N/A	N/A

The Corporation has also produced a board and committee meeting schedule that indicates the matters to be considered at each meeting. This schedule should help to ensure that appropriate meetings are conducted and that the Board and committees are addressing all routine matters that should be addressed.

Board Matters - Board and Committee Mandates

Board of Directors Mandate

Recommendations:

Review and revise the Board of Directors mandate to ensure it is up to industry standards and includes best practices for TSXV listed issuers and addressing the issues noted above.

As part of the overall review of the corporate governance framework of the Corporation, the mandate of the Board was revised to bring it up to general industry standards. The Consultant reviewed and provided comments on the revised mandate and is satisfied

with its current form and content. The mandate was reviewed by the Corporate Governance and Compensation Committee and approved by the Board.

Audit Committee Mandate

Recommendations:

Review and revise the Audit Committee mandate to ensure it is up to industry standards and addresses best practice for TSXV listed issuers and addressing the issues noted above and in particular:

Require proper committee composition
Consider whether one or more members should be required to be “financially literate” as defined in NI 52-110
Increase notice of meeting to at least 48 hours
Review By-Laws and update to make consistent with current corporate legislation and amend the mandate accordingly

As with the mandate of the Board, the Audit Committee mandate was substantially revised to bring it up to general industry standards. The Consultant reviewed and provided comments on the revised mandate and is satisfied with its current form and content. The mandate was reviewed by the Audit Committee and approved by the Board.

Following a review of its general By-Law No. 1 and borrowing powers by-law No. 2, Corporation has adopted and the Board has approved By-Law No. 4 as the current by-laws relating generally to the conduct of the affairs of the Corporation, which is consistent with current Act. Such By-Law No. 4 is being presented to the Shareholders for ratification, confirmation and approval at this Meeting. See “ Particulars of Matters to be Acted Upon – Approval of By-Law No. 4 of the Corporation ”.

Governance and Compensation Committee Mandate

Recommendations:

Review and revise the Governance and Compensation Committee mandate to ensure it is up to industry standards and addresses best practice for TSXV listed issuers
Consider whether to create a separate Corporate Governance Committee with its own mandate to ensure that there is proper oversight of corporate governance framework

As with the other mandates of the Board, the Governance and Compensation Committee mandate was substantially revised to bring it up to general industry standards. The Consultant reviewed and provided comments on the revised mandate and is satisfied with its current form and content. The mandate was reviewed by the Governance and Compensation Committee and approved by the Board.

The Corporation determined that it was not necessary to create a separate Corporate Governance Committee at this time given the size of the Board and the Corporation, particularly given that all three current independent directors are members of each committee of the Board.

Corporate Disclosure Committee Mandate

See below under “ Corporate Governance Policies and Procedures ”.

Position Descriptions

Recommendations:

Review and revise the position descriptions to ensure they are consistent with industry standards and addresses best practice for TSXV listed issuers
Consider augmenting the committee mandates to include the specific responsibilities of the chair of each committee

As part of the overall review of the corporate governance framework of the Corporation, the position descriptions for both the Chair of the Board and the CEO were substantially revised to bring them up to general industry standards. The Consultant reviewed and provided comments on the revised descriptions and is satisfied with their current form and content.

Each of the mandates for the Board committees contain specific responsibilities for the chair of the committee. The Consultant has reviewed these responsibilities and confirms that they are substantially in accordance with industry standards. These should help to ensure proper functioning of each committee.

D. Board Matters - Board and Committee Process and Records

Recommendations:

The following should be put in place to address some of the deficiencies noted above:

Prepare and approve an annual Board and committee meeting schedule setting forth the principal re-occurring business to be addressed at each meeting
Include as a standing item in the agenda for each board meeting an in camera session of independent directors
The Audit Committee should review and make recommendations to the Board regarding the approval of financial statements and MD&A
The Audit Committee should be involved in matters for which is it responsible, as set out in the Audit Committee Mandate
The Governance and Compensation Committee should meet at least annually, and proper records of such meetings should be kept
The Board and all committees should properly document each meeting and the business conducted at such meetings

The status of the each of the above noted recommendations is as follows:

The Board has prepared an annual meeting Board and committee meeting schedule.
The Board has prepared a template notice and agenda for meetings that includes in camera sessions of independent directors as a standing item.
The records of the Audit Committee since the date of the governance report indicate that the Audit Committee is now reviewing and recommending approval of the financial statements and MD&A to the Board.
The Governance and Compensation Committee met at least annually during 2018 and 2019.
The records of the Board since the date of the governance report have improved and are now generally at a standard consistent with other TSXV listed issuers.

E. Corporate Governance Policies and Procedures

The Corporation reviewed and substantially revised and rationalized all of its corporate governance related policies and procedures. The policies and procedures that have been adopted by the Board and are in place are:

Corporate Disclosure Policy
Code of Business Conduct and Ethics
Securities Trading Policy
Whistleblower Policy

The following identifies the Consultant’s specific recommendations regarding the policies and procedures and how these have been addressed by the Corporation.

Corporate Disclosure Committee Mandate

Recommendations:

Review and revise the mandate (policy) to bring it in line with industry standards and make it more coherent. In doing so, address the points noted above and the following:

Require annual certification of compliance with policy
Improve process surrounding review and approval of disclosure containing forward-looking information and future-oriented financial information and process of for subsequent updating
Consider setting out more detailed procedures for preparation and review of disclosure documents, including press releases

A new Corporate Disclosure Policy was drafted to replace the prior iteration, which, as noted, was not consistent with industry standards. The new Corporate Disclosure Policy has been revised by the Consultant and is considered satisfactory. The policy includes provisions regarding the creation and responsibilities of the Disclosure Committee. The Consultant recommended that the provisions related to the Disclosure Committee be augmented from what is normally included in such policies in order to more specifically address the responsibilities and operation of the committee.

The Consultant was provided with and reviewed the records of the committee. The Consultant also obtained a written summary of the functioning and process of the committee. The Consultant confirms that the committee processes have substantially improved and are now consistent with the policy and the Settlement Agreement.

Theralase confirms that all of the Corporation’s disclosure is approved by a majority vote of the Disclosure Committee, as prescribed in the Settlement Agreement.

Code of Business Conduct and Ethics

Recommendations:

Review and revise the Code to ensure that it is consistent with industry standards, incorporates best practices for TSXV listed issuers and addresses, as appropriate, the points noted above.

The Code of Business Conduct and Ethics was revised significantly to bring it in line with industry standards and to address the various areas for improvement noted in the Initial Report. The Consultant has reviewed the policy and is satisfied with its current form and content.

Trading, Confidentiality of Insider Information and Use of Social Media Policy

Recommendations:

The policy needs to be revised and brought up to industry standards. The social media aspects of the policy should be dealt with in the Corporation’s disclosure policy.

Portions of this policy was subsumed into the Corporate Disclosure Policy and the remainder is captured in the new Securities Trading Policy. The subject matter is now addressed in the noted policies. The Consultant has reviewed the policies and is satisfied with their current form and content.

Accounting and Auditing Complaint Policy

Recommendations:

The policy should be reviewed to ensure it is consistent with the other policies of the Corporation as they are revised and updated.

The Corporation adopted a new Whistleblower Policy. The Consultant has reviewed the policy and is satisfied with its current form and content.

Other Policies

Recommendations:

The Corporation should consider developing and adopting an Anti-Corruption and Anti-Bribery Policy as its operations expanding into international markets to try to ensure compliance with applicable laws.

The Corporation has indicated that it will consider adopting such a policy as the potential risks addressed by such a policy become relevant for the Corporation.

F. Corporation By-Laws

Recommendations:

The current general by-law of the Corporation, By-Law No. 1, was adopted in 1989 and does not appear to have been updated since adoption. There are a number of provisions in the by-laws that are inconsistent with the current Canada Business Corporation Act due to amendments to the act after 1989. The by-laws of the Corporation should be reviewed and any appropriate amendments made and approved.

The Corporation has adopted and the Board has approved By-Law No. 4 as the current by-laws relating generally to the conduct of the affairs of the Corporation, which is consistent with the current Act. Such By-Law No. 4 is being presented to the Shareholders for ratification, confirmation and approval at this Meeting, as noted above.

BOARD OF DIRECTORS

The Board of Directors believes that three of its members, Mr. Guy Anderson, Mr. Matthew Perraton and Mr. Randy Bruder, who are practicing financial and business professionals, are independent as defined in section 1.4 of NI 52 110.

Name	Independence
GuyAnderson	Yes
Matthew Perraton	Yes
RandyBruder	Yes
ArkadyMandel	No
Kristina Hachey	No

The Board will consider expanding the size of the Board if and when the expansion of the Corporation's affairs so warrants and when suitable candidates are available and agree to serve as Directors.

The Board of Directors has considered the size of the Board to determine whether it has sufficient members to carry out its mandate in an efficient manner while simultaneously presenting a diversity of views and experience. The Board is of the view that the Corporation's affairs dictate that a composition of at least four Directors serves to promote effectiveness and efficiency in the direction of the Corporation while preserving its diversity.

The Board of Directors has a written mandate describing the role and the duties of the Board of Directors which is attached as Schedule “A” to this Management Information Circular.

OTHER BOARD MEMBERSHIPS

None of the current Directors of the Corporation are directors, officers or promoters of other reporting issuers.

ORIENTATION AND CONTINUING EDUCATION

Immediately following appointment, new directors of the Corporation are provided with historic information, current strategic plans for the Corporation and materials summarizing issues relating to the Corporation. New directors are also briefed by the Chairman of the Board, by the Chief Executive Officer of the Corporation and by the Chair of the committees of the Board to which they are appointed, if any. The Board and its committees receive periodic reports from Management and external advisors as to new developments in regards to corporate governance and other issues affecting the Corporation.

Additionally, the Corporation has a Governance and Compensation Committee, which operates under the Governance and Compensation Committee Mandate which is attached as Schedule “C” hereto. In addition to carrying out its statutory legal responsibilities (including review of the Corporation's governance and compensation practices), the Governance and Compensation Committee also recommends to the Board of Directors, best practices and policies in governance and compensation.

OTHER BOARD COMMITTEES

The Board has three standing committees:

Audit Committee

The Audit Committee is comprised of Guy Anderson, Matthew Perraton and Randy Bruder. The Audit Committee is chaired by Guy Anderson and all three members are independent directors. For additional information regarding the Audit Committee and its function, see Schedule “B” attached hereto.

Governance and Compensation Committee

The Board has established a Governance and Compensation Committee comprised of Randy Bruder, Guy Anderson and Matt Perraton. The Governance and Compensation Committee is chaired by Mr. Matt Perraton and all three members are independent directors.

The Governance and Compensation Committee operates under the Governance and Compensation Committee Mandate (see Schedule "C" attached hereto). In addition to carrying out its statutory legal responsibilities (including review of the Corporation's governance and compensation practices), the Governance and Compensation Committee reviews all governance issues and compensation reviews. The Governance and Compensation Committee regularly consults with Management to assist it in the effective discharge of its duties. The Governance and Compensation Committee also recommends to the Board of Directors best practices and policies in governance and compensation.

Disclosure Committee

The Board has established a Disclosure Committee comprised of Randy Bruder, Guy Anderson and Matt Perraton. The Disclosure Committee is chaired by Guy Anderson and all three members are independent directors. All of the Corporation’s disclosure is approved by a majority vote of the Disclosure Committee.

ETHICAL BUSINESS CONDUCT

The Board of Directors has adopted a Code of Business Ethics and Conduct and has delegated to the Governance and Compensation Committee the responsibility of overseeing such code, as detailed in the Governance and Compensation Committee Mandate attached as Schedule “C” hereto.

NOMINATION OF DIRECTORS

Any shareholder of record as of the Record Date can nominate individuals for election as a Director at the Meeting, subject to By-Law No. 3 – Advance Notice By-Law adopted by the Board on December 9, 2016, and approved by Shareholders on June 30, 2017. A copy of the Corporation’s By-Law No. 3 is available under the Company’s profile on SEDAR at www.sedar.com. As no written notice of nominations was received by the Corporation within the applicable timeframe set forth in By-Law No. 3, no persons other than the management nominees set forth in this Circular are eligible for election at this Meeting.

COMPENSATION

Director and executive compensation is governed and overseen by the Governance and Compensation Committee. Refer to “ Statement of Executive Compensation and Compensation Discussion and Analysis ”.

ASSESSMENTS

The Governance and Compensation Committee is responsible for assessing the performance and effectiveness of the Board, Board Committees, and individual directors from time to time, with a view to ensuring that they are fulfilling their respective responsibilities and duties. A subjective evaluation is conducted at least annually to assist in assessing the overall performance of the Board and the Board Committees. The Chairman of the Committee reports the findings, including key recommendations, to the full Board for discussion.

DIVERSITY DISCLOSURE

The following diversity disclosure is required by Part XIV.1 of the Act and the regulations related thereto (the “ CBCA Diversity Disclosure Requirements ”). For purposes of the following discussion, the following terms have the meanings ascribed to them in the CBCA Diversity Disclosure Requirements, and are defined as follows:

“ Aboriginal Peoples ” means persons who are Indians, Inuit or Métis;

“ Designated Groups ” means women, Aboriginal Peoples, Persons with Disabilities and Members of Visible Minorities;

“ Member of Visible Minority ” means a person, other than Aboriginal People, who is non-Caucasian in race or non-white in colour;

“ Person with Disabilities ” means a person who has a long-term or recurring physical, mental, sensory, psychiatric or learning impairment and who (a) considers themselves to be disadvantaged in employment by reason of that impairment, or (b) believes that an employer or potential employer is likely to consider them to be disadvantaged in employment by reason of that impairment and includes persons whose functional limitations owing to their impairment have been accommodated in their current job or workplace.

“ Senior Management ” means (a) the chair and vice-chair of the board of directors; (b) the president, chief executive officer and chief financial officer; (c) the vice-president in charge of a principal business unit, division or function, including sales, finance or production; or (d) an individual who performs a policy-making function in respect of the corporation.

Disclosure Requirement	Comment
(a) Whether the corporation has adopted term limits or other mechanisms of board renewal and either a description of those mechanisms or, if no policy, the reasons for not adopting the policy	The Corporation has not adopted term limits for directors or other mechanisms of board renewal at this time. The Corporation believes that the imposition of director term limits or other mechanisms of board renewal arbitrarily discounts the value of experience and continuity amongst the board members and may run the risk of excluding experienced and potentially valuable board members. The Corporation regularly assesses Board members’ effectiveness and annual elections are considered sufficient.
(b) Whether the corporation has a written policy relating to the identification and nomination of directors from the designated groups, including a summary of the policy’s objectives and key provisions, measures taken to implement it and assess its effectiveness and the annual and cumulative progress made in achieving its objectives, whether or not the board of directors or its nominating committee measures the effectiveness of the policy and, if so, a description of how it is measured, or the reasons for not adopting such apolicy	The Corporation recognizes the benefits of having a diverse board and management. Due to its size, industry sector and the number of Board members and management, the Corporation has not adopted a formal written policy on the search for and selection of members of designated groups as directors or members of senior management, and instead has sought to increase diversity through the recruitment efforts of its officers and directors. The Corporation is receptive to increasing the diversity of its board and management taking into account the skills, background, experience and knowledge desired at any particular time bythe Board and its committees.
(c) Whether or not the board of directors or its nominating committee considers the level of representation of Designated Groups on the board in identifying and nominating candidates for election or re-election to the board and, as the case may be, how that level is considered or the reasons why it is not considered	In assessing and selecting nominees for the Board, diversity, including representation of Designated Groups, is an important factor considered by the Corporation. The Board takes into account the diversity of its candidates in the context of its director selection and replacement process. The presence of candidates from Designated Groups and other factors, including the experience, judgment, qualifications, skills and personal qualities of the candidates, are taken into consideration.
(d) Whether the level of representation of the designated groups is considered when appointing members of Senior Management and either a description of how that level is considered or, if not considered, the reasons why not	In assessing and selecting nominees for members of Senior Management, diversity, including representation of Designated Groups, is an important factor considered by the Corporation. The Board takes into account the diversity of its candidates in the context of Senior Management appointments. The presence of candidates from Designated Groups and other factors, including the experience, judgment, qualifications, skills and personal qualities of the candidates,are taken into consideration.
(e) Whether there are targets for representation on the board and among Senior Management for each Designated Group and, if so, progress in achieving the	The Corporation recognizes the value of individuals with diverse attributes on the Board and in Senior Management positions. However,the Corporation has not fixed a specific representation

targets and either, for each group with a target, the annual and cumulative progress in achieving that target or, if there is no target, the reasons for not adopting a target	target or adopted measurable goals with respect to the Designated Groups, but takes diversity into account in the recruitment process and the promotion of employees. At this time, the Board does not believe that quotas, strict rules and targets necessarily result in the identification or selection of the best candidates for directors or executive officers. The Corporation believes that diversity is appropriately considered in its nomination and hiring process and that a numerical target would deprive it of the flexibility to select the best possible candidates based on a range of criteria.
(f) the number and proportion (in percentage terms) of directors from each Designated Group on the board	As at December 31, 2019, one Director (20%) is a woman. As at December 31, 2019, no Directors (0%) are Aboriginal Peoples. As at December 31, 2019, no Directors (0%) are Persons with Disabilities. As at December 31, 2019, no Directors (0%) are a Member of Visible Minority.
(g) the number and proportion, expressed as a percentage, of members of each Designated Group who are members of Senior Management of the corporation, including all of its major subsidiaries	As at December 31, 2019, one member of Senior Management (33.33%) is a woman. As at December 31, 2019, no members of Senior Management (0%) are Aboriginal Peoples. As at December 31, 2019, no members of Senior Management (0%) are Persons with Disabilities. As at December 31, 2019, no members of Senior Management (0%) are a Member of Visible Minority.

targets and either, for each group with a target, the annual
and cumulative progress in achieving that target or, if there
is no target, the reasons for not adopting a target

target or adopted measurable goals with respect to the Designated
Groups, but takes diversity into account in the recruitment process
and the promotion of employees. At this time, the Board does not
believe that quotas, strict rules and targets necessarily result in the
identification or selection of the best candidates for directors or
executive officers. The Corporation believes that diversity is
appropriately considered in its nomination and hiring process and that
a numerical target would deprive it of the flexibility to select the best
possible candidates based on a range of criteria.

(f) the number and proportion (in percentage terms) of
directors from each Designated Group on the board

As at December 31, 2019, one Director (20%) is a woman.
As at December 31, 2019, no Directors (0%) are Aboriginal Peoples.
As at December 31, 2019, no Directors (0%) are Persons with
Disabilities.
As at December 31, 2019, no Directors (0%) are a Member of Visible
Minority.

(g) the number and proportion, expressed as a percentage,
of members of each Designated Group who are members
of Senior Management of the corporation, including all of
its major subsidiaries

As at December 31, 2019, one member of Senior Management
(33.33%) is a woman.
As at December 31, 2019, no members of Senior Management (0%)
are Aboriginal Peoples.
As at December 31, 2019, no members of Senior Management (0%)
are Persons with Disabilities.
As at December 31, 2019, no members of Senior Management (0%)
are a Member of Visible Minority.

ADDITIONAL INFORMATION ON THE CORPORATION

Additional information relating to the Corporation may be found under the profile of the Corporation on SEDAR at www.sedar.com. Additional financial information is provided in the Corporation’s audited financial statements and related management’s discussion and analysis for the financial year ended December 31, 2019. All such current corporate documents will be provided free of charge to any Shareholder of the Corporation upon request to the Corporation directed to 41 Hollinger Road Toronto, Ontario M4B 3G4, Canada.

BOARD APPROVAL

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

DATED this 24[th] day of August, 2020

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Kristina Hachey
Chief Financial Officer
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SCHEDULE "A"

BOARD OF DIRECTORS MANDATE

The Board of Directors (“ Board ”) of Theralase Technologies Inc. (“ Company ”) is responsible for the stewardship of the business and affairs of the Company. The Board seeks to discharge this responsibility by reviewing, discussing and approving the Company’s strategic plans, annual budgets and significant decisions and transactions as well as by overseeing the senior officers of the Company in their management of its day-to-day business and affairs. The Board’s primary role is to oversee corporate performance and assure itself of the quality, integrity, depth and continuity of management so that the Company is able to successfully execute its strategic plans and complete its corporate objectives. The composition, responsibilities and authority of the Board are set out in this Mandate.

This Mandate and the constating documents of the Company and such other procedures, not inconsistent therewith, as the Board may adopt from time to time, shall govern the meetings and procedures of the Board.

1. Composition 1.1 The directors of the Company (“ Directors ”) should have a mix of competencies and skills necessary to enable the Board and Board committees to properly discharge their responsibilities.

1.2 The Governance & Compensation Committee will annually (and more frequently, if appropriate) recommend candidates to the Board for election or appointment as Directors, taking into account the Board’s conclusions with respect to the appropriate size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board committees to properly discharge their responsibilities, and the competencies and skills of the current Board.
1.3 The Board approves the final choice of candidates. 1.4 The shareholders of the Company elect the Directors annually.
1.5 The Board has determined that a majority of the Directors will be “independent” as defined by applicable Canadian laws and regulations as well as the rules of relevant stock exchange(s).
1.6 The Board will appoint a Chair from among its members. If the Chair is not independent, the Board will designate one of the independent Directors as the Lead Director to facilitate the functioning of the Board independently of management of the Company. The Chair and, if appointed, the Lead Director, shall hold office at the pleasure of the Board until successors have been duly appointed or until the Chair or Lead Director, as applicable, resign, or are otherwise removed from office or not-re-elected by the Board or the shareholders of the Company, as the case may be.
1.7 The Corporate Secretary of the Company, or the individual designated as fulfilling the function of Secretary of the Company, will be the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Board. In the absence of the Corporate Secretary at any meeting, the Board will appoint another person who may, but need not, be a Director to be the secretary of that meeting.
2. Responsibilities 2.1 The Board is responsible for supervising the management of and setting strategic direction for the business and affairs of the Company and its subsidiary entities (“ Group ”).
- (a) In discharging their responsibilities, the Directors owe the following fiduciary duties to the Company: (b) a duty of loyalty : they must act honestly and in good faith with a view to the best interests of the Company; and
- (c) a duty of care : they must exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.
2.2 In discharging their responsibilities, the Directors are entitled to rely on the honesty and integrity of the senior officers of the Company and the independent auditors and other professional advisers of the Company, subject to the Directors’ duty of care.
2.3 In discharging their responsibilities, the Directors are also entitled to directors’ and officers’ liability insurance purchased by the Company and indemnification from the Company to the fullest extent permitted by law and the constating documents of the Company
2.4 The Board has specifically recognized its responsibilities for:
- (a) hiring a Chief Executive Officer (“ CEO ”) and other senior officers who it believes will act with integrity and create a culture of ethical business conduct throughout the Group;
- (b) adopting a strategic planning process and approving annually (or more frequently if appropriate) a strategic plan which takes into account, among other things, the opportunities and risks of the business of the Company;
- (c) reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under the Company’s governing statute, including the payment of dividends, issuance, purchase and redemptions of securities, acquisitions and dispositions of material capital assets and material capital expenditures;
- (d) overseeing the identification of the principal risks of the business of the Company and overseeing the implementation of appropriate systems to manage these risks;
- (e) overseeing the integrity of the internal control and management information systems of the Company;
- (f) succession planning, including (with assistance from the CEO) appointing, training, monitoring and replacing the senior officers of the Company; (g) ensuring that the Company operates at all times within applicable laws and regulations and to the highest ethical standards; (h) approving and monitoring compliance with significant policies and procedures by which the Company is operated; (i) developing strong corporate governance policies and procedures for the Company;
- (j) ensuring the Company has in place a disclosure policy to enable the Company to communicate effectively with its shareholders, other stakeholders and the public generally, and receive shareholder feedback;

LEGAL*50972544.1

(k) ensuring that the Company’s financial results are reported fairly and in accordance with generally accepted accounting standards and approving the audited financial statements, interim financial statements and the notes and management’s discussion and analysis accompanying such financial statements prior to their release or filing with the regulatory authorities; and
(l) ensuring the timely reporting of any other developments that have a significant and material impact on the value of the Company.
2.5 It is expected that each Director must be able to devote sufficient time to discharge his/her responsibilities effectively.
2.6 Directors are expected to attend Board meetings, meetings of Board committees of which they are members and, where practicable, the annual meeting of the shareholders of the Company. Directors are also expected to review meeting materials in advance, spend the time needed, and to meet as frequently as necessary, to discharge their responsibilities.
2.7 Directors are expected to comply with the Code of Business Conduct and Ethics of the Company and any related policies or codes duly approved dealing with business conduct and ethics. Pursuant to the Code of Business Conduct and Ethics, Directors shall review waivers thereof with respect to directors or executive officers of the Company and ascertain the appropriateness of a waiver and ensure the waiver is accompanied by appropriate controls designed to protect the Company’s interests;

3. Authority

3.1 The Board is authorized to carry out its responsibilities as set out in this Mandate.
3.2 The Board is authorized to retain, and to set and pay the reasonable compensation of, independent legal counsel and other advisers if it considers this appropriate. The Company shall provide reasonable funding, as determined by the Board, for payment of all such compensation and of ordinary administrative expenses of the Board that are necessary to carry out its duties.
3.3 The Board is authorized to invite officers and employees of the Company and outsiders with relevant experience and expertise to attend or participate in its meetings and proceedings, if it considers this appropriate.
3.4 The Directors will have unrestricted access to the officers and employees of the Company. The Directors will use their judgment to ensure that any such contact is not disruptive to the operations of the Company and will, to the extent appropriate, advise the CEO of any direct communications between them and the officers and employees of the Company.
3.5 The Board and the Directors have reasonable access to the advice and services of the Corporate Secretary and outside auditors and legal counsel.
3.6 The Board may delegate certain of its functions to Board committees, each of which may have its own charter or mandate. The following committees are currently constituted and are authorized to carry out the duties set out in their respective charters or mandates:

Board Committee Audit Committee Governance & Compensation Committee	Charter or Mandate Audit Committee Charter Governance & Compensation Committee Charter

4. Delegation to Management

4.1 To assist the Directors in discharging their responsibilities, the Board expects management of the Company to:
- (a) review and update annually (or more frequently if appropriate) the Company’s strategic plan, and report to the Board on the implementation of the strategic plan in light of evolving conditions;
- (b) prepare and present to the Board annually (or more frequently if appropriate) a business plan and budget, and report to the Board on the Company’s performance against the business plan and budget;
- (c) report to the Board on the Company’s business and affairs and on any matters of material consequence for the Company and its shareholders;
- (d) speak for the Company in its communications with shareholders and the public in accordance with the Company’s Disclosure Policy;
- (e) comply with any additional expectations that are developed and communicated during the annual strategic planning and budgeting process and during regular Board and Board committee meetings; and
- (f) consult the Board with respect to all matters, which by law require Board approval and, specifically, as to those matters set out in any delegation of authority policy or other similar directive.
4.2 The Board expects the CEO to fulfill the mandate, duties and responsibilities as set out in the position description for the CEO (Schedule “A”).

5. Meetings and Proceedings

5.1 Board meetings and proceedings shall be carried out in accordance with the Company’s By-Laws.
5.2 The Secretary or his delegate shall keep minutes of all meetings of the Board, including all resolutions passed by the Board. Minutes of meetings shall be distributed to the Directors after preliminary approval thereof by the Chair.
5.3 An individual who is not a Director may be invited to attend a meeting of the Board for all or part of the meeting.
5.4 The independent Directors shall meet regularly in camera to facilitate full communication.

6. Self-Assessment and Assessment of Committees and Directors

6.1 The Board shall, together with the Governance & Compensation Committee, at least annually, assess the Board’s, the Board committees’ and individual Director’s effectiveness with a view to ensuring that the performance of the Board, the Board committees and Directors accords with best practices.
6.2 The Board shall annually review this Mandate and the charters of its committees and update them as required.

7. Responsibilities of Chair

7.1 The Chair shall provide leadership to the Board to enhance the Board’s effectiveness, including:
(a) ensuring that the responsibilities of the Board are well understood by both management and the Board and acting as a liaison between the Board and management to ensure that relationships between the Board and management are conducted in a professional and constructive manner;
(b) ensuring that the Board works as a cohesive team with open communication;
(c) ensuring that the resources available to the Board (in particular, timely and relevant information) are adequate to support its work;
(d) together with the Governance & Compensation Committee, ensuring that a process is in place by which the effectiveness of the Board and its committees (including size and composition) is assessed at least annually; and
(e) together with the Governance & Compensation Committee, ensuring that a process is in place by which the contribution of individual Directors to the effectiveness of the Board is assessed at least annually.
7.2 The Chair is responsible for managing the Board, including:
(a) preparing the agenda of the Board meetings and ensuring pre-meeting material is distributed in a timely manner and is appropriate in terms of relevance, efficient format and detail;
(b) chairing all meetings of the Board in a manner that promotes meaningful discussion;
(c) adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings;
(d) ensuring meetings are appropriate in terms of frequency, length and content;
(e) ensuring that, where functions are delegated to appropriate committees, the functions are carried out and results are reported to the Board; and
(f) working with the Governance & Compensation Committee in approaching potential candidates once potential candidates are identified, to explore their interest in joining the Board.
(g) fulfilling the mandate and responsibilities as set out in the position description for the Chairman of the Board.
7.3 The Chair is responsible for chairing the meeting of shareholders of the Company or delegating such duty to an appropriate member of the Board or management
7.4 The Chair is responsible for liaising with and, where appropriate, providing direction to the activities of the Corporate Secretary.
7.5 At the request of the Board, the Chair shall represent the Company to external groups such as shareholders and other stakeholders, including community groups and governments.
7.6 The Chair may delegate or share, where appropriate, certain of the above responsibilities with any independent committee of the Board.

Last approved: July 30, 2018 Approved by: Board of Directors

SCHEDULE "B" AUDIT COMMITTEE MANDATE

This charter governs the operations of the Audit Committee (“ Committee ”) of Theralase Technologies Inc. (“ Company ”). The purpose, composition, responsibilities and authority of the Committee are set out in this Charter.

This Charter and the constating documents of the Company and such other procedures, not inconsistent therewith, as the Committee may adopt from time to time, shall govern the meetings and procedures of the Committee.

1. Purpose

The Committee shall provide assistance to the Board of Directors of the Company (“ Board ”) in fulfilling its oversight responsibility to the shareholders, potential shareholders, the investment community and others relating to:

(a) the integrity of the Company’s financial statements; (b) the financial reporting process;
(c) the systems of internal accounting and financial controls;
(d) financial risk management;
(e) the performance of the Company’s internal audit function (if applicable) and independent (external) auditors;
(f) the independent auditors’ qualifications and independence; and (g) the Company’s compliance with ethics policies and legal and regulatory requirements.

2. Composition

The Committee shall be composed of at least three (3) directors of the Company (“ Members ”), the majority of whom are independent as defined by applicable Canadian laws and regulations as well as the rules of relevant stock exchange(s).

All Members shall have the level of financial literacy required by National Instrument 52-110 – Audit Committees or any successor policy and by applicable Canadian laws and regulations as well as the rules of relevant stock exchange(s), as applicable.

Members shall be appointed by the Board and shall serve until they resign, cease to be a director, or are removed or replaced by the Board.

3. Authority

The Committee is authorized to carry out its responsibilities as set out in this Charter, and to make recommendations to the Board arising therefrom.

In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and to engage, and to set and pay the reasonable compensation of, independent accountants, legal counsel and other advisers as it determines necessary to carry out its duties.

The Committee may also communicate directly with the auditors, legal and other advisors, management and employees of the Company to carry out its responsibilities and duties set out in this Charter.

The Company shall pay directly or reimburse the Committee for the reasonable expenses incurred by the Committee in carrying out its responsibilities, including ordinary administrative expenses of the Committee.

4. Responsibilities

The primary responsibility of the Committee is to oversee the Company’s financial reporting process on behalf of the Board and report the results of its activities to the Board. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements, if requested.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee should take appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices and ethical behaviour. The following shall be the principal direct responsibilities of the Committee:

(a) Recommend to the Board the appointment and termination (subject, if applicable, to shareholder approval or ratification) and compensation of the independent auditors and oversee the work of independent auditors engaged to prepare or issue an auditor’s report or to perform other audit review or attest services, including resolution of disagreements between management and the auditors regarding financial reporting. The Committee shall arrange for the independent auditors to report directly to the Committee.
(b) Pre-approve all audit and non-audit services provided by the independent auditors to the Company and any of its subsidiaries and not engage the independent auditors to perform the specific non-audit services prohibited by law or regulation. The Committee may delegate preapproval authority to a Member. The decisions of any Member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting.
(c) At least annually, obtain and review a report by the independent auditors describing:
(i) the firm’s internal control procedures;
(ii) any material issues raised by the most recent internal control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and
(iii) all relationships between the independent auditor and the Company (to assess the auditor’s independence).
(d) Establish clear hiring policies for employees, partners, former employees and former partners of the current and former independent auditors of the Company that meet the requirements of applicable securities laws and stock exchange rules.
(e) Discuss with the auditors the overall scope and plans for audits of the Company’s financial statements, including the adequacy of staffing and compensation. Ensure there is rotation of the audit partner having primary responsibility for the independent audit of the Company at such intervals as may be required.
(f) Discuss with management and the auditors the adequacy and effectiveness of the accounting and financial controls, including the Company’s policies and procedures to assess, monitor and manage business risk, and legal and ethical compliance programs (e.g. Company’s Code of Business Conduct and Ethics).
(g) Periodically meet separately with management and the auditors to discuss issues and concerns warranting Committee attention. The Committee shall provide sufficient opportunity for the auditors to meet privately with the Members, which shall at minimum include an in camera meeting following each quarterly meeting. The Committee shall review with the auditor any audit problems or difficulties and management’s response.

The processes set forth represent a guide with the understanding that the Committee may supplement them as appropriate.

5. Chair Responsibilities

The Chair of the Committee shall provide leadership to the Committee to enhance the Committee’s effectiveness and ensure adherence to this Charter:

(a) Convene and preside over Committee meetings and ensure they are conducted in an efficient, effective and focused manner that promote meaningful discussion;
(b) Assist management with the preparation of an agenda and ensure that meeting materials are prepared and disseminated in a timely manner and are appropriate in terms of relevance, efficient format and detail;
(c) Adopt procedures to ensure that the Committee can conduct its work effectively and efficiently, including with respect to committee structure, composition and management of meetings;
(d) Ensure that the Committee has sufficient time and information to make informed decisions; and (e) Provide leadership to the Committee and management with respect to matters covered by this Charter.

The Committee shall designate one of its Members as chair of the Committee (“ Chair ”).

The Corporate Secretary of the Company, or the individual designated as fulfilling the function of Secretary of the Company, will be the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Committee. In the absence of the Corporate Secretary at any meeting, the Committee will appoint another person who may, but need not, be a Member to be the secretary of that meeting.

6. Specifically Delegated Duties

For purposes of this Charter, specific accounting, financial and treasury related duties delegated to the Committee by the Company’s Board of Directors include:

Accounting and Financial (a) Receive reports from the independent auditor on the critical policies and practices of the Company and all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management.
(b) Where applicable, review management’s assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the independent auditor’s report on management’s assertion.
(c) Review and discuss annual and interim earnings press releases and recommend same to the Board for approval before the Company publicly discloses this information.
(d) Review the interim quarterly unaudited financial statements and disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations with management and, where applicable the independent auditors, and recommend same to the Board for approval, prior to the release to the public and filing of the Company’s Quarterly Report or their inclusion in any filing with regulatory authorities. Also, the Committee shall discuss the results of the quarterly review, if any, and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards.
(e) Review with management and the independent auditors the annual financial statements and disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations to be included in the Company’s Annual Report to shareholders and any other filing with regulatory authorities, including their judgment about the quality, not just the acceptability of accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements, before recommending approval by the Board and the release thereof to the public and filing with regulatory authorities.
(f) The Committee shall discuss any matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards and shall specifically review with the independent auditors, upon completion of their audit:
(i) the contents of their report; (ii) the scope and quality of the audit work performed; (iii) the adequacy of the Company’s financial and auditing personnel; (iv) co-operation received from the Company’s personnel during the audit; (v) significant transactions outside of the normal business of the Company; and (vi) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems.

(g) Establish procedures for the review of the public disclosure of financial information extracted from the financial statements of the Company and periodically assess the adequacy of such procedures.

Approve investment policies and appoint investment managers, where appropriate, for the Company’s retirement and other funded benefit plans, if any. Perform such other duties in respect of financial matters as, in the opinion of the Board, should be performed by the Committee.

7. Meetings and Proceedings

The Committee shall meet as frequently as required, but not less than four times each year. Any Member or the independent auditors of the Company may call a meeting of the Committee.

The agenda of each meeting of the Committee may include input from the independent auditors, directors, officers and/or employees of the Company, as appropriate. Meetings will include presentations by management, professional advisers and/or consultants when appropriate, and will allow sufficient time to permit a full and open discussion of agenda items.

Forty-eight (48) hours advance notice of each meeting will be given to each Member verbally, by telephone or by email, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings either in person or by conference call.

Advance notice of each meeting shall also be given to the auditors of the Company.

The quorum for each meeting of the Committee is a majority of the Members. The Chair of the Committee shall chair each meeting. In the absence of the Chair, the other Members may appoint one of their number as chair of a meeting. The chair of a meeting shall not have a second or casting vote.

The Chair of the Committee or his delegate shall report to the Board following each meeting of the Committee.

The Secretary or his delegate shall keep minutes of all meetings of the Committee, including all resolutions passed by the Committee. Minutes of meetings shall be distributed to the Members and the other directors of the Company after preliminary approval thereof by the Chair of the Committee.

The Committee shall meet regularly, at a minimum quarterly, in camera to facilitate full communication.

8. Self-Assessment

The Committee and the Board shall annually assess the effectiveness of the Committee with a view to ensuring that the performance of the Committee accords with best practices.

The Committee shall review and reassess this Charter at least annually and obtain the approval of the Board for any changes.

Last approved: July 30, 2018 Approved by: Board of Directors

SCHEDULE "C" GOVERNANCE AND COMPENSATION COMMITTEE MANDATE

This charter governs the operations of the Governance & Compensation Committee (“ Committee ”) of Theralase Technologies Inc. (“ Company ”). The purpose, composition, responsibilities and authority of the Committee are set out in this Charter.

1. Purpose

Governance

(a) developing corporate governance guidelines and principles for the Company; (b) identifying individuals qualified to be nominated as members of the Board and appointed as Chief Executive Officer; (c) the structure and composition of Board committees;
(d) evaluating the performance and effectiveness of the Board;

Compensation

(e) the establishment of key human resources and compensation policies, including all incentive and equity-based compensation plans;
(f) the performance evaluation of the Chief Executive Officer, and determination of the compensation for the Chief Executive Officer, the Chief Financial Officer and other senior executives of the Company;
(g) the establishment of policies and procedures designed to identify and mitigate risks associated with the Company’s compensation policies and practices;
(h) succession planning, including the appointment, training and evaluation of the Chief Executive Officer; and (i) compensation of directors.

2. Composition

The Committee shall be composed of at least three (3) directors of the Company (“ Members ”), each of whom is independent as defined by applicable Canadian laws and regulations as well as the rules of relevant stock exchange(s).

All Members will have a working familiarity with compensation and human resources matters.

Members shall be appointed by the Board and shall serve until they resign, cease to be a director, or are removed or replaced by the Board.

3. Authority

The Committee is authorized to carry out its responsibilities as set out in this Charter, and to make recommendations to the Board arising therefrom. The Committee will be granted unrestricted access to all information regarding the Company that is necessary or desirable to fulfill its duties and all directors, officers and employees will be directed to cooperate as requested by Members.

In discharging its oversight role, the Committee is empowered to retain, at the Company’s reasonable expense, independent legal, financial, compensation consulting and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve any such firm’s reasonable fees and other retention terms without prior approval of the Board. The Committee must pre-approve any other services such independent compensation consultant or advisors or any of their affiliates provides to the Company.

4. Responsibilities

4.1 Responsibilities with respect to Corporate Governance

The Committee shall:

(a) identify corporate governance standards and practices applicable to the Company and monitor new developments in corporate governance and make recommendations to the Board periodically;
(b) annually review the Company’s corporate governance policies and practices and monitor their ongoing application;
(c) periodically review and make recommendations to the Board on the key corporate governance policies and practices of the Company including (but not limited to) the Board Mandate, Position Descriptions for the Chairman and Chief Executive Officer, Committee Charters, Code of Business Conduct and Ethics, Corporate Disclosure Policy and Securities Trading Policy and, in the Committee’s discretion, recommend any changes to the Board for consideration;
(d) pursuant to the Code of Business Conduct and Ethics, review and consider any waivers thereof and, with respect to directors or executive officers of the Company, make recommendations to the Board regarding the appropriateness of a waiver and processes to ensure the waiver is accompanied by appropriate controls designed to protect the Company’s interests;
(e) in conjunction with the Chair, ensure that all corporate governance documents referred to above, are publicly disclosed on the Company’s website and available to any shareholder on request;
(f) assist the Board and the Disclosure Committee in reviewing and approving public disclosure with respect to corporate governance matters; and
(g) ensure that a regular program and/or policy is put in place with respect to ongoing director education.

4.2 Responsibilities with respect to the Composition of the Board and Board Committees and Appointment of Chief Executive Officer The Committee shall:

(a) annually and more frequently if appropriate, assess the size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board committees to properly discharge their responsibilities, and report the results of that assessment to the Board;
(b) annually and more frequently if appropriate, assess the effectiveness of the Board as a whole and each Board committee, and assess whether there is a lack of competencies and skills on the Board or with respect to individual directors of the Company which results in the Board not being effective, and report the results of that assessment to the Board;
(c) oversee the process of identifying and recruiting new candidates for election or appointment as directors of the Company, including assessing the competencies and skills of identified individuals and reporting the results of that assessment to the Board;
(d) annually or more frequently if appropriate, recommend to the Board candidates for election or appointment as directors of the Company, taking into account the Board’s conclusions with respect to the appropriate size and composition of the Board and Board committees, the competencies and skills required to enable the Board and Board committees to properly discharge their responsibilities, and the competencies and skills of the current Board;
(e) annually and more frequently if appropriate, assess the “ independence” , as defined by applicable Canadian and regulations as well as the rules of relevant stock exchange(s), of the individual directors of the Company and report the results of that assessment to the Board; and
(f) when required, oversee the process of identifying and recruiting new candidates for appointment as Chief Executive Officer, including assessing the competencies and skills of identified individuals and reporting the results of that assessment to the Board.

4.3 Responsibilities with respect to the Operation of the Board and Board Committees The Committee shall:

(a) periodically review the operation of the Board and Board committees, including the frequency and location of meetings, the agenda for and reports and other information provided at meetings and the conduct of meetings, and make recommendations to the Board;
(b) annually and more frequently if appropriate, assess the effectiveness of the relationship between the Board and the Chief Executive Officer, and report the results of that assessment to the Board;
(c) periodically review the position descriptions and authorities of the Chief Executive Officer, the Chair of the Board and, if applicable, the Lead Director of the Board, and make recommendations to the Board; and
(d) establish and approve an orientation program for new directors and a continuing education program for all directors of the Company or provide the directors with sufficient information to familiarize them with the operations of the Company.

4.4 Responsibilities with respect to the Company’s Compensation Policies and Practices

The Committee shall:

(a) Annually review and approve the performance objectives for the Chief Executive Officer and, in the Committee’s discretion, recommend any changes to the Board for consideration.
(b) Annually review and evaluate the performance of the Chief Executive Officer in light of pre-established performance objectives and report its conclusions to the Board.
(c) Annually review the compensation for the Chief Executive Officer and the Chief Financial Officer as well as the Chief Executive Officer’s recommendations for the senior executives’ compensation and, in the Committee’s discretion, recommend any changes to the Board for consideration.
(d) Review and oversee the administration of the Company’s compensation programs, including incentive compensation plans and equity-based plans and the nature of compensation provided under such programs and make recommendations to the Board regarding same, including ensuring that if any equity-based plan requires shareholder approval, that such approval is sought.
(e) Ensure compensation policies and practices for the directors, the Chief Executive Officer, the Chief Financial Officer and the senior executives: (i) properly reflect their respective duties and responsibilities; (ii) are competitive in attracting, retaining and motivating people of the highest quality; (iii) align the interests of the directors, the Chief Executive Officer, the Chief Financial Officer and the senior executives with shareholders and the Company as a whole;
(iv) are based on established corporate and individual performance objectives; (v) are clearly distinguishable between each other, that is, the structure of non-executive directors’ compensation should be distinguishable from that of executive directors and senior executives; and

(vi) do not encourage the taking of inappropriate or excessive risks. (f) Annually review the Company’s succession plan for the Chief Executive Officer, including appointment, training and evaluation. (g) Annually review directors’ compensation and, in the Committee’s discretion, recommend any changes to the Board for consideration. (h) Review all annual executive compensation disclosure before it is publicly released. (i) Direct and supervise the investigation into any matter brought to its attention within the scope of the Committee’s duties. (j) Perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable regulatory authorities or legislation.

5. Chair Responsibilities

The Chair of the Committee shall provide leadership to the Committee to enhance the Committee’s effectiveness and ensure adherence to this Charter:

(a) Convene and preside over Committee meetings and ensure they are conducted in an efficient, effective and focused manner that promote meaningful discussion;
(b) Assist management with the preparation of an agenda and ensure that meeting materials are prepared and disseminated in a timely manner and is appropriate in terms of relevance, efficient format and detail;
(c) Adopt procedures to ensure that the Committee can conduct its work effectively and efficiently, including with respect to committee structure and composition and management of meetings;

(d) Ensure that the Committee has sufficient time and information to make informed decisions; and

(e) Provide leadership to the Committee and management with respect to matters covered by this Charter.

The Committee shall designate one of its Members as chair of the Committee (“ Chair ”).

6. Meetings and Proceedings

The Committee shall meet as frequently as required, but not less than annually. Any Member may call a meeting of the Committee.

The agenda of each meeting of the Committee will include input from the directors, officers and employees of the Company as appropriate. Meetings will include presentations by management, or professional advisers and consultants when appropriate, and will allow sufficient time to permit a full and open discussion of agenda items.

Forty-eight (48) hours advance notice of each meeting will be given to each Member verbally, by telephone or email, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings either in person or by conference call.

The Chair of the Committee or his delegate shall report to the Board following each meeting of the Committee.

The Committee shall meet in camera to facilitate full communication.

7. Self-Assessment

The Committee and the Board shall annually assess the effectiveness of the Committee with a view to ensuring that the performance of the Committee accords with best practices.

The Committee shall review and reassess this Charter at least annually and obtain the approval of the Board for any changes.

Last approved: July 30, 2018 Approved by: Board of Directors

SCHEDULE "D" CHANGE OF AUDITOR

See attached.

NOTICE OF CHANGE OF AUDITOR

TO: MARCUM LLP AND TO: RICHTER CC: Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Manitoba Securities Commission Nova Scotia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission, New Brunswick Prince Edward Island Office of the Superintendent of Securities Office Securities NL Financial Services Regulation Division, Department of Government Services

TAKE NOTICE THAT Theralase Technologies Inc. (the “Company”) hereby provides notice pursuant to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) of a change of auditors from Marcum LLP (“Marcum”) to Richter (“Richter”), effective December 31, 2019.

TAKE FURTHER NOTICE THAT:

Marcum, the former independent auditor of the Company, was terminated effective December 31, 2019, and the Company appointed Richter in its place effective the same date.
The termination of Marcum and the appointment of Richter in its place was recommended by the Audit Committee of the Board of Directors of the Company (the “Board”) and approved by the Board.
No reports of Marcum on any of the Company’s financial statements expressed a modified opinion.
There are no reportable events (as defined under Section 4.11(1) of NI 51-102).
The Company has requested Marcum and Richter to each furnish a letter addressed to the securities administrators in each province in which the Company is a reporting issuer stating whether or not they agree with the information contained in this notice. A copy of each such letter to the securities administrators will be filed with this notice.

DATED as of this 6th day of February, 2020.

THERALASE TECHNOLOGIES INC.

(signed) Kristina Hachey Name: Kristina Hachey Title: Chief Financial Officer

February 6, 2020

To: Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Manitoba Securities Commission Nova Scotia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission, New Brunswick Prince Edward Island Office of the Superintendent of Securities Office Securities NL Financial Services Regulation Division, Department of Government Services

Re: Notice of Change of Auditor of Theralase Technologies Inc.

Dear Sir / Madam:

As required by Section 4.11 of National Instrument 51-102, Continuous Disclosure Obligations, we have reviewed the Company's Change of Auditor Notice dated February 6, 2020 and agree with the information contained therein, based upon our knowledge of the information relating to the said Notice and of the Corporation at this time.

Yours very truly,

==> picture [130 x 45] intentionally omitted <==

Richter LLP Chartered Professional Accountants

TORONTO

MONTRÉAL

CHICAGO

181 Bay St., #3510 Bay Wellington Tower Toronto ON M5J 2T3 416.488.2345

1981 McGill College Montréal QC H3A 0G6 514.934.3400

200 South Wacker Dr., #3100 Chicago, IL 60606 312.828.0800

RICHTER.CA

==> picture [160 x 69] intentionally omitted <==

February 7, 2020

CC: Ontario Securities Commission British Columbia Securities Commission Alberta Securities Commission Manitoba Securities Commission Nova Scotia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission, New Brunswick Prince Edward Island Office of the Superintendent of Securities Office Securities NL Financial Services Regulation Division, Department of Government Services

Dear Gentleman:

Theralase Technologies, Inc.

Notice Pursuant to National Instrument 51‐102 ‐ Change of Auditor

As required by the National Instrument 51‐102, we have reviewed the change of auditor notice of Theralase Technologies, Inc. dated February 6, 2020 (the “Notice”) and based on our knowledge of such information at this time, we agree with statements (1), (3), (4) and (5) as they pertain to Marcum LLP. We have no basis to agree or disagree with statement (2) contained in the Notice.

Yours very truly,

Marcum LLP

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Certified Public Accountants

==> picture [53 x 33] intentionally omitted <==

Marcum LLP n 6002 Rogerdale Road n Suite 300 n Houston, Texas 77072 n Phone 281.223.5500 n Fax 281.223.5501 n www.marcumllp.com

SCHEDULE "E" 2004 STOCK OPTION PLAN

Theralase Technologies Inc. (the " Company ”) hereby adopts this 2004 Stock Option Plan (the “ Plan ”) for Directors, officers, employees, consultants and advisors (including the personal holding companies of such individuals) of the Company and its affiliates, as follows:

Definitions In this Plan, the following words and expressions shall have the respective meanings ascribed to them below: (a) “ Affiliate ” shall have the meaning ascribed thereto in the applicable securities legislation; (b) “ Board ” shall mean the Board of Directors of the Company; (c) “ Consultant ” or " Advisor " shall mean an individual or Company who performs services for the Company on an ongoing basis or who has provided or is expected to provide a service of considerable value to the Company, including investor relations services;
(d) “ Eligible Person ” shall mean any Director, officer, employee, Consultant or Advisor of the Company or its Affiliates and the personal holding company of such individuals;

(e)	“Exercise Price” of an Option shall mean, if the Company is listed on any Stock Exchange, the price payable for a Share upon the exercise of the Option
	determined by the Board, provided that such price shall in no event be lower than the Market Value of one Share on the last trading day immediately
	preceding the day on which notice of the grant of the Option is given to the Stock Exchange and the minimum Exercise Price must be at least $0.10 per Share;
(f)	“Market Value” of a Share on a particular day shall mean the closing price of the Common Shares on such day on the principal Stock Exchange on which the
	Common Shares traded on such day (or on a day on which there was no trade in the Common Shares, the average bid and asked prices for the Common
	Shares on such Stock Exchange on such day), provided that the Market Value shall be so determined in Canadian dollars and shall be rounded to the nearest
	whole cent;

(g)	“Option” shall mean an option, granted to an Eligible Person in accordance with the terms of this Plan, to acquire a Share from the Company upon the
	exercise of the Option and upon payment of the Exercise Price;

(h)
(i)
(j)
2.
3.

“Optionee” in respect of an Option, shall mean the Eligible Person to whom the Option was granted;
“Share” shall mean a Common Share in the capital of the Company as constituted at the date hereof and any shares of the Company into which such a
common share is changed, classified, reclassified, subdivided, consolidated or converted whether by reason of an amalgamation or other form of
reorganization; and
“Stock Exchange” shall mean TSX Venture Exchange, its successors, and such other stock exchange or market as may be prescribed by the Board on which
the Shares are then listed for trading or quoted.
Purpose The purpose of the Plan is to secure for the Company and its shareholders the incentive inherent in share ownership by Directors, officers, employees
and Consultants of the Company and its Affiliates who, in the opinion of the Board, will be largely responsible for its future growth and success.
Number of Shares and Lapsed Options From time to time, Shares may be reserved by the Board, in its discretion, for Options under the Plan, provided that
at the time of the grant: the total number of Shares so reserved for issuance by the Board shall not exceed ten (10%) percent of the issued and outstanding
listed shares (on a non-diluted basis); the aggregate number of options granted to Consultants or Advisors shall not exceed two (2%) of the outstanding listed
Shares; and the aggregate number of Shares so reserved for issuance to any one Optionee that is a Director, officer or employee shall not exceed five (5%)
percent of the outstanding Shares (on a non-diluted basis). In the case of an Optionee that is a Consultant or Advisor the aggregate number of shares to be
issued shall not exceed one (1%) percent of the issued and outstanding Shares (on a non-diluted basis) at the time of the grant. The Shares so reserved by
the Board of Directors under the Plan shall be authorized but unissued Shares.

Eligibility and Participation Options shall not be granted under this Plan to any person other than an Eligible Person. No Eligible Person shall have any claim or right to be granted Options under this Plan. 5. Grant of Options The Board shall, from time to time and in its sole discretion, determine the Eligible Persons to whom Options are to be granted under this Plan and may take into consideration the current and potential contributions of a particular Eligible Person to the success of the Company and such other factors which the Board deems proper and relevant.

Options shall be granted by the Board in accordance with this Plan to Eligible Persons in its sole discretion and shall be subject to such approvals as may be required by applicable law or any Stock Exchange upon which any securities of the Company are listed for trading or quoted.

The grant of every Option hereunder and the terms thereof, including vesting provisions and conditions, shall be made by written agreement between the Company and the Optionee, the provisions of which shall conform to the provisions of this Plan and shall be otherwise satisfactory to the Board in its sole discretion.

A grant of Options under the Plan shall not be construed as giving an Optionee any right to continue in the employment of the Company, nor shall it affect the right of the Company to terminate the employment of any Optionee.

Exercise of Options Unless the Board specifically determines otherwise, the Options granted to an Optionee may be exercised by the Optionee, in whole or in part, from time to time at the Optionee’s discretion, subject at all times to the terms and conditions of the written agreement between the Company and the Optionee.

Provided however, that all Options that have not been exercised by the Optionee shall cease to be exercisable and shall expire upon the earliest of (i) the termination of employment, the termination of services or the services agreement in respect of a Consultant or Advisor, or removal of the Optionee as a Director or officer of the Company or its Affiliates for cause; (ii) sixty (60) days after the termination of employment, the termination of services or the services agreement in respect of a Consultant or Advisor (except in the case of a Consultant or Advisor providing investor relations services, in which case, the Options cease to be exercisable ten (10) days after the termination of such services), or an Optionee ceasing to be a Director or officer for reasons other than termination or removal for cause; (iii) ninety (90) days after the death of the Optionee; and (iv) the fifth anniversary of the date on which the Option was granted, or the effective date of such Option, or such earlier date as the Board of Directors may deem appropriate in its sole discretion at the time the Option is granted.

The exercise of an Option will be contingent upon receipt by the Company of payment of the full exercise price of such Option within ten (10) days of such exercise. No Optionee or legal representative, legatee or distributee in respect of an Optionee shall be considered to be a holder of any Share subject to an Option, unless and until such Share has been fully paid for and issued upon the exercise of the Option.

Taxes The Company may require an Optionee, as a condition of exercise of an Option, and before such Shares are issued to the Optionee, to pay to or reimburse the Company for any taxes which are required to be withheld and remitted by it in respect of the exercise of such Option under any applicable laws.

8.

Effect of Take-over Bid If a bona fide offer for Shares is made to an Optionee or to Shareholders generally, or to a class of Shareholders which includes an Optionee, and the offer, if accepted in whole or in part by any person or persons, would result in the offeror exercising control over the Company within the meaning of applicable securities legislation, then the Company shall, within ten (10) days following receipt of notice of the offer, notify each Optionee currently holding an Option of the offer, with full particulars thereof; whereupon such Option may be exercised by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise pursuant to the offer.

Legends Certificates for Shares issued upon exercise of Options shall bear such legend as may be required by applicable law or any Stock Exchange on which the Shares are listed for trading.

Changes to Shares Notwithstanding any other provision of this Plan, in the event of any change in the outstanding Shares of the Company by reason of any stock dividend, split, recapitalization, reclassification, amalgamation, merger, consolidation, combination or exchange of Shares or distribution of rights to holders of Shares or any other form of corporate reorganization whatsoever, an equitable adjustment shall be made to any Options then outstanding and the Exercise Price (or Prices) in respect of such Options. Such adjustments shall be made by the Board in its sole discretion and, subject to applicable law, shall be conclusive and binding for all purposes of the Plan.

Necessary Approvals The grant of Options, the obligation of the Company to sell and deliver Shares on the exercise of Options, and any amendments to the Plan or to the terms of an Option granted under this Plan, shall be subject to any approvals required by applicable law or any Stock Exchanges on which the Shares are listed for trading being obtained.

Administration of the Plan The Board may interpret the Plan and make all other determinations that it considers in its sole discretion to be necessary or advisable for the administration of the Plan. The Board may, in its sole discretion, prescribe, adopt, amend and rescind rules and regulations for carrying out and administering the Plan. The interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. The administration of the Plan shall be the responsibility of the appropriate officers of the Company duly designated for the purposes thereof by the Board and all costs in respect thereof shall be paid by the Company.

13.

Amendments to Plan Subject to obtaining the consent of applicable securities regulatory authorities in those circumstances where such consent is required, and Shareholder approval in those circumstances where such approval is required to be obtained by any regulatory authority, the Board may amend, modify or terminate the Plan at any time if and when it considers it to be advisable to do so in its sole discretion, except with respect to any Option then outstanding under the Plan.

No Undertaking or Representation The Company makes no undertaking or representation as to the future value or price, or as to the listing on any Stock Exchange, of any Shares issued in accordance with the Plan.
Assignability and Transferability Options (and any rights thereunder) shall not be assignable or transferable otherwise than by will or pursuant to the laws of succession or descent and distribution, and, during the lifetime of an Optionee, shall only be exercisable by the Optionee.
Compliance with Applicable Law If any provision of the Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body or Stock Exchange having jurisdiction or authority over securities of the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.
Enurement The Plan shall enure to the benefit of, and be binding upon, the Company, its Affiliates and their respective successors and assigns. The Plan shall enure to the benefit of, and be binding upon, an Optionee and the personal representative of a deceased Optionee.
Governing Law and Interpretation The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

SCHEDULE "F" BLACKLINE OF BY-LAW NO. 4 TO BY-LAW NO. 1

See attached.

BY-LAW ~~No~~ ~~N~~ O. ~~1~~ ~~4~~

~~of~~

INTERSTAR MINING GROUP INC.

A by-law relating generally t ~~o the transaction of the business and~~ the conduct of the affairs of

THERALASE TECHNOLOGIES INC.

Part ~~INTERSTAR MINING CROUP INC.~~

Part	~~Sections~~ ~~Heading~~ - Interpretatio~~n~~ ~~1~~ Two - Business of the Corporatio~~n~~ ~~2~~ Three ~~Borrowing and Securities~~ ~~3-~~ Four - Meetings ofDirector~~s~~ Five - Committee~~s~~ Six - Officer~~s~~ Seven - Protection of Directors, Officers and Other~~s~~ Eight - Shares ~~and Transfers~~ ~~10N~~ine- Dividends and ~~12~~ Ten - Meetings of Shareholders Eleven ~~Divisions and Departments~~ ~~17-~~ ~~Twelve~~ ~~Information Available to~~ ~~Shareholders~~ Twelve - Electronic Documents Thirteen ~~Custody of Securities~~ ~~18-~~ Fourteen ~~Notices~~ ~~E~~ffective Dat~~e~~ ~~20~~	~~Sections~~	~~Headin~~
			~~g~~	~~1~~ ~~2~~		~~-~~
Part

Part

Part		- - - -

Part

Part
Part
Part
	Ten Eleven ~~Twelve~~ Twelve
Part
					~~1~~		~~-~~
Part
			~~p~~ ~~Information Available to~~ ~~Shareholders~~
Part
		-
					~~1~~		~~-~~
Part	Thirteen Fourteen
		~~y~~ ~~Notices~~ ~~E~~ffective Dat~~e~~ ~~20~~
Part
			~~E~~ffective Dat~~e~~ ~~20~~

BY-LAW NO. 1

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of ~~InterStar Mining GroupT~~ heralase Technologies Inc. ( ~~hereinaftert~~ he " Corporation ") as follows:

~~Section One~~

LEGAL ~~*50933393.14~~ 8585419.4

PART ONE

INTERPRETATION

1.01 1.01 D efinition s -

In this by-law and all other by-laws of the Corporation, unless the context otherwise

specifies or requires:

(1) "Act" means the Canada Business Corporations Act, R.S.C., 1985, c. C-44 and the regulations made under the Act, as from time to time amended, and every statute that may be substituted therefo ~~r, as from time to time~~ and, in the case of such amendment or -
substitution, any reference in the by laws of the Corporation shall be read as referring to the amended or substituted provisions therefor;
(2) ~~"~~ “appoin ~~t"~~ ” includes ~~"~~ “elect ~~"~~ ” and vice versa;
(3) ~~"Articles"~~ “articles” means the articles ~~attached to the Certificate of incorporation dated 22 August 1989~~ of the Corporation as from time to time amended or restated;
(4) " ~~Boardb~~ oard" means the ~~Boardb~~ oard of ~~Directorsd~~ irectors of the Corporation;
(5) ~~'By"~~ by-laws" means this ~~Byb~~ y-law and ~~alla~~ ny other by- ~~lawsl~~ aw of the Corporation from time to time in force and effect;
~~"Corporation" means the corporation incorporated by certificate of incorporation under the Act and named InterStar Mining Croup Inc.~~
(6) "meeting of shareholders" includes ~~any annual meeting of shareholders and any special meeting of shareholders; "special meeting of shareholders" includes a meeting of any class or classes~~ an annual meeting of shareholders and a specia ~~l meeting of all shareholder entitled to vote at an annual~~ meeting of shareholders;
(7) "non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada);
(8) "recorded address" means in the case of a shareholder, his or her address as recorded in the securities register; and in the case of joint shareholders, the address appearing in the securities register in respect of such joint ~~holdingsh~~ olding, or the first address so appearing if there are more than one; and in the case of a ~~Director~~ director, officer, auditor or member of a committee of the ~~Boardb~~ oard, his or her latest address as recorded in the records of the Corporation;
(9) "signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.04 or by a resolution passed pursuant ~~theretot~~ o section 2.04;
(10) "special meeting of shareholders" includes a meeting of any class or classes of shareholders, and means a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

LEGAL ~~*50933393.14~~ 8585419.4

(11) ~~save as aforesaid, all, words and expressionsa~~ ll terms contained in the by-laws that are “
not otherwise defined in the by-laws and which are defined in the Act, such as resident Canadian”, shall have the ~~same m~~ eanings ~~when used herein; andg~~ iven to such terms in the Act;
(12) words importing the singular ~~numbers~~ hall include the plural and vice -versa; words importing ~~gender include~~ the masculin ~~e,~~ gender shall include the feminine and neuter genders; an ~~d. words importing~~ the word “persons” shall include individuals, bodies corporate, partnerships, ~~trust and unincorporated organizations.a~~ ssociations, personal representatives and any number or aggregate of persons; and

Section Two

(13) the headings used in the by laws are inserted for reference purposes only, and are not to be considered or taken into account in construing the terms or provisions thereof, or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
1.02 Conflicts with Laws
In the event of any inconsistencies between the by laws and mandatory provisions of the Act, the provisions of the Act shall prevail.

PART TWO

BUSINESS OF THE CORPORATION

2.01 2.01 R egistered Offic e - Until

Unless changed in accordance with the Act, the registered office of the Corporation shall be ~~at the City of Toronto, i~~ n the ~~Provincep~~ rovince of Ontario in Canada from time to time specified in the articles and at ~~-~~ such ~~location thereina~~ ddress within such province as the ~~Boardd~~ irectors may from time to time determin ~~e,.~~

2.02 2.02 C orporate Sea l - Until changed by the Board, the

The Corporation may, but need not, adopt a corporate seal ~~of the Corporation shall be in the form impressed hereon. a~~ nd if one is adopted it shall be in such form as the directors may by resolution adopt from time to time.

2.03 2.03 F inancial Year - Until changed by the Board, the

The first financial period of the Corporation and thereafter the fiscal year of the Corporation shall ~~end on the last day of December in each year~~ terminate on such date as the directors may by resolution determine.

2.04 ~~2.04 Execution of Instruments - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may he signed on behalf of the Corporation by~~

LEGAL ~~*50933393.14~~ 8585419.4

~~two persons, one of whom holds the office of chairman of the Board, managing director, president, vice-president or director and the other of whom holds one of the said offices or the office of secretary, treasurer, assistant secretary or assistant treasurer or any other office created by by-law or by resolution of the Board. In addition, the Board may from time to time direct the manner in Which and the person or persons by whom any particular instrument or class Of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.E~~ xecution of Instruments

Subject to section 2.06, contracts, documents or instruments in writing requiring the signature of the Corporation may be signed on behalf of the Corporation by any one officer or director. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. In addition, any director or officer who may execute contracts, documents or instruments in writing, on behalf of the Corporation, may direct the manner in which and the person or persons by whom any particular contract, document or instrument in writing, or class thereof, may or shall be executed and delivered on behalf of the Corporation.

The signature or signatures of any officer or director of the Corporation and of any officer or officers, person or persons appointed as set out above by resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically or electronically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation executed or issued by or on behalf of the Corporation, and all contracts, documents or instruments in writing or securities of the Corporation on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, as authorized by resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced, and shall be as valid to all intents and purposes as if they had been signed manually, and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation.

The corporate seal of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as set out above or by an officer or officers, person or persons appointed as set out above by resolution of the board of directors, although a document is not invalid merely because a corporate seal is not affixed to it.

The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

2.05 2.05 B anking Arrangements -

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to ~~Lime het~~ ime be designated by or under the authority of the ~~Board,d~~ irectors. Such banking business or any part

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thereof shall be transacted under such agreements, instructions and delegations of powers as the ~~Boardd~~ irectors may from time to tim ~~e.~~ by resolution prescribe or authorize.

2.06 Cheques, Drafts, Notes, Etc.

All cheques, drafts or orders for the payment of money, and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not an officer or officers of the Corporation, and in such manner as the directors may from time to time designate by resolution.

2.07 Custody of Securities

All securities (including shares, debentures, bonds, notes, warrants or other obligations or securities) owned by the Corporation shall be lodged in the name of the Corporation with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the directors, with such other depositaries or in such other manner as may be determined from time to time by the directors. All securities (including shares, debentures, bonds, notes, warrants or other obligations or securities) belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship), and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

2.08 2.06 V oting RightsS ecurities in Other Bodies Corporat e - The. Signing Officers

The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments ~~, certificates or .other evidence~~ shall be in favour of such ~~person or p~~ ersons as may be determined by the said signing officers executing ~~such proxies o~~ r arranging for the ~~issuance of voting certificates or such other evidence of the right to exercise such voting rights.s~~ ame. In addition, the ~~Boardd~~ irectors may from time to time direct the manner in which and the ~~person or p~~ ersons by whom any particular voting rights or class of voting rights may or shall be exercised.

Section Three

BORROWING AND SECURITIES

~~3.01 Borrowing Power - Without limiting the borrowing powers of the Corporation as set forth in the Act, the Board may from time to time:~~
~~(a) borrow money upon the credit of the Corporation;~~

~~(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured; and~~

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~~(c) charge, mortgage, hypothecate, pledge, or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertaking to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness or liability of the Corporation.~~

~~Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.~~

~~3.02 Delegation - The Board may from time to time delegate to such one or more of the Directors and officers of the Corporation as may be designated by the Beard all or any of the powers conferred on the Board by section 3.01 or by the Act to such extent and in such manner as the Board shall determine at the time of each such delegation.~~

Section Four

PART THREE

DIRECTORS

3.01 4.01 N umber of Directors and Quorum -

Until changed in accordance ~~wahw~~ ith the Act, the ~~Boardb~~ oard shall consist of not fewer than ~~two and not more than five Directors. Subject to section 4.08, the quorum for the transaction of business at any meeting of the Board shall consist of not fewer than two Directors or such other number of Directors as the Board may from time to time determinet~~ he minimum number and not more than the maximum number of directors provided in the articles.

3.02 Qualification

Every director shall be an individual 18 or more years of age, and no one who is of unsound mind and has been so found by a court in Canada or elsewhere, or who has the status of a bankrupt shall be a director. Unless the articles otherwise provide, a director need not be a shareholder. Subject to the Act, at least 25% of the directors of the Corporation must be resident Canadians. If at any time the Corporation has less than four directors, at least one director must be a resident Canadian.

3.03 Term of Office

~~4.02 Election and Term - The election of Directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders and all the Directors then it office shall retire but, if qualified, shall be eligible for re-election. The number of Directors to be elected at any such meeting shall, if a maximum and minimum number of Directors is authorized,~~

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~~be the number of Directors then in office unless the Directors or the shareholders otherwise determine or shall, if a fixed number of Directors is authorized, be such fixed number. The election shall be by resolution. If an election of Directors is not hold at the proper time, all incumbent Directors shall continue it office until their successors are elected.4.03 Removal of Directors - Subject to the provisions of The Act, the shareholders may by ordinary resolution passed at a meeting called for such purpose, remove any Director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the Directors.A~~ director's term of office (subject to the provisions, if any, of the Corporation's articles, and subject to his election for an expressly stated term) shall be from the date of the meeting at which he is elected or appointed until the close of the annual meeting next following, or until his successor is elected or appointed.

3.04 Election and Removal

Directors shall be elected by the shareholders in a meeting on a show of hands unless a poll is demanded, and if a poll is demanded, such election shall be by ballot. The number of directors to be elected at any such meeting shall be the number of directors then in office unless the directors or the shareholders otherwise determine. Except for those directors elected for an expressly stated term, all the directors then in office shall cease to hold office at the close of a meeting of shareholders at which directors are elected but, if qualified, are eligible for re-election. If a meeting of the shareholders of the Corporation fails to elect the number or the minimum number of directors required by the articles by reason of the disqualification, incapacity or the death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum. Subject to subsection 2 of section 109 of the Act, the shareholders of the Corporation may, by ordinary resolution at a special meeting, remove any director before the expiration of his term of office, in which case the director so removed shall vacate office forthwith upon the passing of the resolution for his removal, and may, by a majority of the votes cast at the meeting, elect any person in his stead for the remainder of his term.

3.05 ~~4.04 V~~ acation of Offic ~~e - A Director ceases to hold canoe when he dies;~~

The office of a director shall ipso facto be vacated if:

(a) he dies:
(b) he is removed from office by the shareholders; ~~he ceases to qualify for election as a Director, or~~
(c) he becomes bankrupt;
(d) he is found by a court in Canada or elsewhere to be of unsound mind; or
(e) his written resignation is ~~sent or delivered tor~~ eceived by the Corporation, o ~~r,~~ if a time ~~iti~~ s specified in such resignation, at the time so specified, whichever is late ~~r,.~~

3.06 4.05 V acancies -

Subject to the Act, ~~a quorum of the hoard may fillw~~ here a vacancy occurs in the ~~Boardb~~ oard, except a vacancy resulting from an increase in the number or minimum number of

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~~Directorsd~~ irectors or from ~~a f~~ ailure ~~of the share-holders to elect the minimum number Of Directors. In the absence of a quorum of the Board,t~~ o elect the number or minimum number of directors required by the articles, and a quorum of directors remains in office, the directors then in office (even though 25% of such directors are not resident Canadians) may appoint a person to fill the vacancy for the remainder of the term. If there is not then a quorum of directors or if ~~the vacancyt~~ here has ~~arisen fromb~~ een a failur ~~e of the shareholders~~ to elect the number or minimum number of ~~Directors, the Board shall forthwithd~~ irectors required by the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacanc ~~y. If the Board fails to call such meeting,~~ and, if they fail to do so or if there are no ~~Directorsd~~ irectors then in office, the meeting may be called by any shareholder ~~may call the meeting~~ .

3.07 4.06 A ction by the Board - Directors

The ~~Boardd~~ irectors shall manage, or supervise the management of, the business and affairs of the Corporatio ~~n. Subject to Sections 4.07 and 4.08, the powers of the Board may be exercised -by a meeting at which the quorum is present, or by resolution in writing signed by all the Directors entitled to vote on that resolution at a Meeting of the Board. Whore there is a vacancy on the Board, the remaining Director's may exercise all the power of the Board so long as a quorum remains in office. Where the Corporation has only one Director, that Director may constitute a meeting,~~ and may exercise all such powers and do all such acts and things as may be - exercised or done by the Corporation and are not by the Act, the articles, the by laws, any special resolution of the Corporation, or by statute expressly directed or required to be done in some other manner.

3.08 4.07 C anadian Majority - The BoardD irectors Present at Meetings

The directors shall not transact business at a meetin ~~g, other than filling a vacancy on the Board, unless a majority~~ unless at least twenty-five per cent of the ~~Directorsd~~ irectors present are resident Canadians or, if the Corporation has less than four directors, at least one of the directors present is a resident Canadian, except where:

(a) ~~(a) a~~ residen ~~t.~~ Canadian ~~Director~~ director who is unable to be present approves in writing or by ~~telephonet~~ elephonic, electronic or other ~~communications facilitiesc~~ ommunication facility, the business transacted at the meeting; and
~~(b) a majority~~
(b) the required number of resident ~~CanadiansC~~ anadian directors would have been present had that ~~Directord~~ irector been present at the meeting.
~~4.08 Meeting by Telephone - If all the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of the Board by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other. A Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.~~

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~~4.09 Place of Meetings - Meetings of the Board may be held at any place in or outside Canada.~~

3.09 Duties

Every director and officer of the Corporation in exercising his powers and

discharging his duties shall:

(a) act honestly and in good faith with a view to the best interests of the Corporation; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

3.10 Validity of Acts

An act by a director or officer is valid notwithstanding an irregularity in his election or appointment or a defect in his qualification.

3.11 Remuneration and Expenses

The remuneration to be paid to the directors shall be such as the directors shall from time to time determine. The directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation's behalf other than the routine work ordinarily required of a director of a Corporation. The confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

PART FOUR

MEETINGS OF DIRECTORS

4.01 4.10 C alling of Meetings -

Meetings of the ~~Board~~ directors shall be held from time to time at such ~~time and at such place as the Board, the Chairman of the Board, the Managing Director, the President or any two Directorsp~~ lace as the chairman of the board (if any), the president or vice-president who is a director or any two directors may determine and the corporate secretary shall, upon direction of any of the foregoing, convene a meeting of directors.

4.02 Place of Meeting

Meetings of directors and of any committee of directors may be held at any place in

or outside Canada.

4.03 Notice

~~4.11 Notice of Meeting - N~~ otice of the time and place for the holding of ~~eacha~~ ny such meeting ~~of the Board shall be given in the manner provided in Section 12.01 to each Director~~

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~~not less than 48 hours before the time when the meeting is to be held. A notice of as~~ hall be delivered personally, by mail or by facsimile, or otherwise communicated by electronic means upon written consent in accordance with the requirements of the Act (“Electronic Communications”) to each director not less than two business days (exclusive of the day on which the notice is delivered, mailed, or sent by Electronic Communications but inclusive of the day for which notice is given) before the date of the meeting; provided that meetings of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all absent directors have waived notice. Notice of any meeting of directors or of any committee of directors or any irregularity in any meeting or the notice thereof may be waived by any director in writing or by Electronic Communication addressed to the Corporation or in any other manner, and such waiver may be validly given either before or after the meeting to which such waiver relates. A notice of meeting of ~~Directorsd~~ irectors or of any committee of directors need not specify the purpose of or the business to be transacted at the meeting except ~~whorew~~ here the Act requires such purpose or business to be specifie ~~d, including, if required by the Act, any proposal to:~~

~~(a) submit to the shareholders any question or ¬matter requiring approval of the shareholders;(b) fill a vacancy among the Directors or in the office of auditor;.~~

4.04 Quorum

Subject to section 3.08, the quorum for the transaction of business at any meeting of the directors shall consist of a majority of the directors then in office and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

~~(c) issue securities;~~
~~(d) declare dividends;~~
~~(e) purchase, redeem or otherwise acquire shares issued by the Corporation;~~
~~(f) pay a commission for, the sale of shares;~~
~~(g) approve a management proxy circular;~~
~~(h) approve a take-over bid circular or Directors' circular;~~
~~(i) approve any annual financial statements; or~~
~~(j) adopt, amend or repeal by-laws.~~

~~A Director may in any manner waive notice of or otherwise consent to a meeting of the Board.~~

4.05 ~~4.12 F~~ irst Meeting of the New Boar ~~d - Provided a quorum of Directors is present, each newly elected Board may, without notice, hold its~~

For the first meeting ~~immediately~~ of directors to be held following the election of directors at an annual or special meeting of the shareholder ~~s at which such Board is elected,~~ or for

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a meeting of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.

4.06 Adjournment

~~4.13 Adjourned Meeting - Notice of an adjourned meeting or the Board is not requiredA~~ ny meeting of directors or of any committee of directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place, and no notice of the time and place for the holding of the adjourned meeting need be given to any director if the time and place of the adjourned meeting ~~isa~~ re announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

4.07 Electronic Participation

Subject to the Act, if all of the directors consent, a director may participate in a meeting of the directors or a committee of directors by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other, and a director participating in a meeting by such means shall be deemed to be present at that meeting. A consent is effective whether given before or after the meeting and may be given with respect to all meetings of the directors and committees of the directors.

4.08 4.14 R egular Meetings -

The ~~Boardd~~ irectors may appoint a day or days in any month or months for regular meetings of the ~~Boardd~~ irectors at a place and hour to be named. A copy of any resolution of the ~~Boardb~~ oard fixing the place and time of such regular meetings shall be sent to each ~~Directord~~ irector forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.09 4.15 C hairma n -

The ~~Chairmanc~~ hairman of any meeting of the ~~Boardd~~ irectors shall be the first mentioned of such of the following officers as have been appointe ~~d,~~ and who is a ~~Director,d~~ irector and is present at the meeting ~~; :~~ chairman of the ~~Board, managing directorb~~ oard, chief executive officer, president, lead director or a vice-president. If no such officer is present, the ~~Directorsd~~ irectors present shall choose one of their number to be chairman.

4.10 ~~4.16 V~~ otes to Gover ~~n - At all meetings of the Board, every question~~

All questions arising at any meeting of directors shall be decided by a majority of ~~the v~~ ote ~~s cast on the question.~~ In case of an equality of votes, the chairman of the meeting in addition to his original vote shall ~~be entitled ton~~ ot have a second or casting vote.

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~~4.17 Conflict of Interest - A Director or officer who is a party to, or who is a Director or officer of, or has a material interest in, any person who is. a party to a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the Board or shareholders for approval even if such contract is one that in the ordinary course of Corporation business would not require approval by the Board or shareholders, and a Director interested in a contract so referred to the Board shall not vote on any resolution to approve the same except as provided by the Act.~~
~~4.18 Remuneration and Expenses - The Directors shall be paid such remuneration for their services as the Board may from time to time determine. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof. Nothing herein contained shall preclude any Director from serving the Corporation in any other capacity and receiving remuneration therefor.~~
~~4.19 Alternate Directors - Any Director of the Company may at any time and from time to time, appoint in writing any number of persons as alternate Directors, any one of whom may attend any meeting of the Directors at which the appointing Directors arc not present and may vote and act as a Director in the place of such appointing Director. Such appointments shall be made by the appointing Director~~

~~filing a notice in writing of such appointment with the Secretary of the Corporation. If more than one alternate Director is appointed, alternates shall take precedence in accordance with the order in which their names appear in the notice filed with the Directors. The authority of any alternate shall automatically be suspended for any meeting or for so much of any meeting at which the appointing Director shall be present. The appointing Director may at any time and from time to time by written notice filed with the Secretary of the Corporation, revoke any such appointment of an alternate and appoint an alternate Director or Directors or change the order of precedence. It shall not be necessary for the Corporation to give notice of meetings of the Directors to any alternate Director. If any alternate Director is a Director in his own right, he shall have a separate vote on behalf of the Director he is representing in addition to his own vote at any meeting of the Directors.~~

Section Five

4.11 Resolution in Lieu of Meeting

A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors is as valid as if it had been passed at a meeting of directors or committee of directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors.

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PART FIVE

COMMITTEES

5.01 5.01 CommitteeC ommittees of Director s -

The ~~Boardd~~ irectors may appoint ~~a committeeo~~ ne or more committees of ~~Directorst~~ he board, however designated, and delegate to any such ~~committeesc~~ ommittee any of the powers of the ~~Board,b~~ oard except those which pertain to items which, under the Act, a committee of ~~Directorst~~ he board has no authority to exercis ~~e, A majority of the members of each such committee shall be resident Canadians.~~

5.02 5.02 T ransaction of Business -

Subject to the provisions of ~~8-6-Etglii 4.0rs~~ ection 4.07, the powers of ~~as~~ uch committee ~~of Directors~~ or committees of directors may be exercised by a meeting at which a quorum is present or by resolution in writing ~~signets~~ igned by all the members of such committe ~~e,~~ who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such ~~committeesc~~ ommittee may be held at any place in ~~Oro~~ r outside ~~of C~~ anada.

5.03 Audit Committee

The directors shall appoint annually from among its number an audit committee to be composed of not fewer than three directors. At least such number of directors as may be specified by the Act, other applicable law or stock exchange requirements shall not be officers or employees of the Corporation or its affiliates. The audit committee shall have the powers provided in the Act and in other applicable law and in, addition, such other powers and duties as the directors may determine.

5.04 Advisory Bodies

The directors may from time to time appoint advisory bodies as they may deem

advisable.

5.05 5.03 P rocedur e -

Unless otherwise determined by the ~~Boardd~~ irectors, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

~~Section Six~~

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PART SIX

OFFICERS

6.01 6.01 A ppointment - The Board may from time to time appoint a president,o f Officers

The directors shall annually or as often as may be required appoint a chief executive officer, president, chief financial officer and a corporate secretary, and if deemed advisable, may annually or as often as may be required appoint one or more vice-presidents (to which title may be ~~added~~ words added indicating seniority or function), a ~~secretary, a t~~ reasurer, a controller and such other officers as the ~~Boardd~~ irectors may determine, including one or more assistants to any one of the officers so appointed. ~~The Board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to Section 6.02,~~ Subject to sections 6.02 and 6.03, an officer ma ~~y,~~ but need not b ~~e,~~ a ~~Directord~~ irector, and one person may hold more than one office. In case and whenever the same person holds the offices of corporate secretary and treasurer, he or she may but need not be known as the secretary-treasurer. The directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors.

6.02 6.02 C hairman of the Boar d -

The ~~Board~~ board may from time to tim ~~e also~~ appoint a chairman of the ~~Boardb~~ oard who shall be a ~~Director,d~~ irector. If appointed, the ~~Boardd~~ irectors may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the ~~managingl~~ ead director or to the president ~~,;~~ and he shall, subject to the provisions of the Act, have such other powers and duties as the ~~Boardd~~ irectors may specify. During the ~~-a~~ bsence or disability of the ~~Chairman~~ chairman of the ~~Boardb~~ oard, his duties shall be performed and his powers exercised by the ~~managing Directorl~~ ead director, if any, or by the president.

6.03 6.03 ManagingL ead Directo r -

The ~~Boardb~~ oard of directors may ~~from time to time also appoint a managing Director whoa~~ ppoint from their number a lead director who, unless otherwise permitted by the Act, shall be a resident Canadia ~~n and a Director, If appointed, ho shall be the chief executive officer, and, subject to the authority of the Board,.~~ Subject to the Act, a lead director shall possess and exercise such authority and powers and shall perform such duties as may be determined by the - by laws and the board of directors. A lead director shall not be an officer of the Corporation.

6.04 Chief Executive Officer

The chief executive officer shall have, under the control of the board of directors, general ~~super-visions~~ upervision and direction of the business and affairs of the Corporation ~~; and he shall, subject to the provisions of the Act, have such other.~~ The chief executive officer shall possess and exercise such authority and powers and perform such other duties as ~~the Board may specify. During the absence or disability of the president, or if no president has been appointed, the managing Director shall also have the powers and duties of thatm~~ ay be determined by the - by laws, the board of directors and the chairman of the board. In the absence of the chairman of the board and lead director, if any, and if the executive officer is also a director of the Corporation,

LEGAL ~~*50933393.14~~ 8585419.4

the executive officer shall, when present, preside at all meetings of the directors, any committee of the directors and shareholders; he or she shall sign such contracts, documents or instruments in writing as require his or her signature, and shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by resolution of the directors or as are incident to his or her office.

6.05 6.04 P resident - If appointed

Unless the board of directors determines otherwise, the president shall be the ~~allotc~~ hief operating officer ~~and, subject to the authority o~~ f th ~~e, Board,~~ Corporation and shall have, under the control of the board of directors and the chief executive officer, general supervision of the business of the Corporatio ~~n; and he.~~ The president shall ~~havep~~ ossess and exercise such ~~othera~~ uthority and powers and perform such other duties as ~~the Board may specify. During the absence or disability of the managing Director, or if no managing Director has been appointed, the President shall also have the powers and duties of thatm~~ ay be determined by the by-laws, the board of directors, the chairman of the board and the chief executive officer. In the absence of the chairman of the board and the lead director, if any, and the chief executive officer, and if the president is also a director of the Corporation, the president shall, when present, preside at all meetings of the directors, any committee of the directors and shareholders; he or she shall sign such contracts, documents or instruments in writing as require his or her signature, and shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by resolution of the directors or as are incident to his or her office.

6.05 Vice-President - A Vice-president shall have such powers and duties as the Board or the chief executive officer may specify.

6.06 Vice-President

The vice-president or, if more than one, the vice-presidents in order of seniority, shall be vested with all the powers and shall perform all the duties of the president in the absence - or inability or refusal to act of the chief executive officer, provided, however, that a vice president who is not a director shall not preside as chairman at any meeting of directors or shareholders. The vice-president or, if more than one, the vice-presidents in order of seniority, shall sign such contracts, documents or instruments in writing as require his, her or their signatures and shall also have such other powers and duties as may from time to time be assigned to him, her or them by resolution of the directors.

6.07 Corporate Secretary

The corporate secretary shall possess and exercise such authority and powers - and perform such duties as may be determined by the by laws, the board of directors, the chairman of the board, the chief executive officer and the president.

~~6.06 Secretary - T~~ he corporate secretar ~~y shall attend and be the Secretary of all meetings of the Board, shareholders and committees of the Board and shall enter or cause to be entered in records kept for that purpose Minutes of all proceedings thereat; he~~ shall give or cause to be given, as and whe ~~n-~~ instructe ~~d all,~~ notices to the board of directors, the shareholder ~~s, Directors,~~ officers, auditors and members of committees ~~of the Board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation~~

LEGAL ~~*50933393.14~~ 8585419.4

~~and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the Board or the chief executive officer may specifya~~ nd advisory bodies of the board of directors. Unless otherwise determined by the board of directors, the corporate secretary shall attend and record minutes of all meetings of the board of directors, committees of the board of directors, shareholders and advisory bodies. The corporate secretary shall have charge of the corporate seal or seals and of the corporate records, subject to section 8.03 hereof, required by law to be kept, except accounting records.

6.08 6.07 T reasurer - The treasurer or Assistant Treasurer

The Treasurer or Assistant Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he or she shall render to the ~~Boardb~~ oard whenever required an account of all his transactions as ~~treasurerT~~ reasurer or Assistant Treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as the ~~Board or the chief executive officer may specify.~~ directors may specify. Unless and until the directors designate any other officer of the Corporation to be the Chief Financial Officer of the Corporation, the Treasurer or Assistant Treasurer shall be the Chief Financial Officer of the Corporation.

6.09 6.08 P owers and Duties of Other Officer s –

The powers and duties of all other officers shall be such as the terms of their engagement or employment agreements call for, or as the ~~Board or the chief executive officerd~~ irectors may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the ~~Board or the chief executive officerb~~ oard otherwise directs.

6.10 Term of Office

All officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause. Otherwise, each officer appointed by the directors shall hold office until his or her successor is appointed or until the earlier of his or her resignation or death.

6.11 6.09 V ariation of Powers and Duties -

The ~~Boardd~~ irectors may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

~~6.10 Terms of Office - The Board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer's rights under any employment contract. Otherwise such officer appointed by the Board shall hold office until his successor is appointed, or until his earlier resignation.~~

6.12 6.11 T erms of Employment and Remuneratio n -

The terms of employment and ~~the r~~ emuneration ~~or an officero~~ f all officers appointed by the ~~Boardb~~ oard, including the chairman of the board, if any, and the president shall

LEGAL ~~*50933393.14~~ 8585419.4

be ~~settled by it from time to time.~~ determined from time to time by resolution of the board. The fact that any officer or employee is a director or shareholder shall not disqualify him or her from receiving such remuneration as may be determined.

6.13 6.12 C onflict of Interes t -

An officer shall disclose his or her interest in any material contract or proposed material contract with the Corporation in accordance with ~~Section 4.17.~~ section 7.04.

~~6.13 Agents and Attorneys - The Board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the powers to sub-delegate) as may be thought fit.~~

6.14 Vacancies

If the office of chairman, lead director, president, vice president, corporate secretary, controller, treasurer, or any other office created by the directors pursuant to section 6.10 hereof shall be or become vacant by reason of death, resignation or in any other manner whatsoever, the directors shall in the case of the president or the corporate secretary and may in the case of any other officer appoint an officer to fill such vacancy.

6.15 Other Officers

~~6.14 Fidelity Bonds - The Board may require suchT~~ he duties of all other officers ~~, employees arid agents of the Corporation as the Board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the Board may from time to time determine~~ of the Corporation shall be such as the terms of their engagement call for or the board requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.

PART SEVEN

Section Seven

PROTECTION OF DIRECTOR S, AND OFFICER S AND OTHERS

7.01 ~~7.01 Limitation of Liability - Every Director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly end in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no DirectorL~~ imitation of Liability

Except as otherwise provided in the Act, no director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other ~~Directord~~ irector or officer or employe ~~e,~~ or for joining in any receipt or ~~other a~~ ct for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation,

LEGAL ~~*50933393.14~~ 8585419.4

or for the ~~Insufficiencyi~~ nsufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious ~~actsa~~ ct of any person, including any person with whom or which an ~~y of the~~ moneys, securities or effects ~~of the Corporation s~~ hall be lodged or deposited, or for any los ~~s occasioned by any error of Judgment or oversight on his part,,~~ conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which ~~shallm~~ ay happen in the execution of the duties of his or her office or i ~~n. relation thereto; provided that nothing heroin shall.~~ relation thereto, unless the same shall happen by or through his or her failure to exercise his or her powers and to discharge his or her duties honestly, in good faith with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing in these by-laws shall relieve ~~any Directora~~ director or officer from the duty to act in accordance with the Act and ~~the r~~ egulations made thereunder, or relieve him or her from liability for ~~any breach thereof.a~~ breach thereof. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors.

7.02 7.02 I ndemnit y -

Subject to the ~~limitations contained in the A~~ ct, the Corporation shall indemnify a ~~Directord~~ irector or officer of the Corporation, a former ~~Director~~ director or officer ~~, or a person~~ of the Corporation or another individual who acts or acted at the Corporation's request as a ~~Director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representativesd~~ irector or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by ~~himt~~ he individual in respect of any civil, crimina ~~l or~~ , administrativ ~~e action,~~ investigative or other proceeding to which ~~he is made a party by reason of being or having been a Director or officer oft~~ he individual is involved because of that association with the Corporation or ~~such body corporateo~~ ther entity, if:

(a) ~~(a) het~~ he individual acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and
(b) ~~(b) i~~ n the case of a criminal or administrative action or proceeding that is enforced by a ~~Monetarym~~ onetary penalty, ~~het~~ he individual had reasonable grounds for believing that ~~hist~~ he individual’s conduct was lawful.

The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires. The Corporation may advance monies to a director, officer or other individual for costs, charges and expenses of a proceeding referred to above. The individual shall repay the monies if he or she does not fulfill the conditions set out in paragraphs (a) and (b) above. - Nothing in this by law shall limit the right of any individual entitled to indemnity to claim indemnity apart from the provisions of this by-law.

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~~7.03 Insurance - The Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 7.02 against such liabilities and in such amounts as the Board may from time to time determine and are permitted by the Act.~~

Section Eight

7.03 Insurance

Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of any person referred to in section 7.02 against any liability incurred by him or her in his or her capacity as a director or officer, or an individual acting in a similar capacity, of the Corporation or of another body corporate at the Corporation's request.

7.04 Conflict of Interest

A director or officer who is a party to, or who is a director or officer (or acting in a similar capacity) of or has a material interest in a party to, any material contract or transaction, whether made or proposed, with the Corporation shall disclose the nature and extent of his or her interest at the time and in the manner provided by the Act. Any such contract or transaction shall be referred to the directors or shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the directors or shareholders, and a director interested in a contract so referred to the permitted board shall not vote on any resolution to approve the same, except as permitted by the Act.

7.05 Submission of Contracts or Transactions to Shareholders for Approval

The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by ' - the Act or by the Corporation s articles or any other by law) shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.

PART EIGHT

SHARE S AND TRANSFERS

8.01 Issuance

~~8.01 Allotment - The BoardS~~ ubject to the Act and the articles of the Corporation, the directors may from time to time ~~alloti~~ ssue, or grant options to purchase, the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the ~~Board shalld~~ irectors may determine, provided that no share shall be issued until it is fully paid as provided by the Act.

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8.02 8.02 C ommissions -

The ~~Board~~ directors may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of ~~hiss~~ uch person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

~~8.03 Registration of Transfers - Subject to the provisions of the Act, no transfer of shares shall be registered In a securities register except upon presentation of the certificate representing such shares with an endorsement which complies with the Act, made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the Board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the Board, upon compliance with such restrictions on transfer as are authorized by the articles of the Corporation and upon satisfaction of any lien referred to in Section 8.05,~~

8.03 8.04 T ransfer Agents and Registrar s -

The ~~Boardd~~ irectors may from time to time appoint ~~one or more agents to maintain in respect of each class of securities of the Corporation issued by it in registered form, a central securities register and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to his functions and one person may be designateda~~ registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The ~~Boardd~~ irectors may at any time terminate any such appointment.

~~8.05 Lien for Indebtedness - If the articles of the Corporation provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provision of the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.~~
~~8.06 Non-recognition of Trusts - Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share the person in whose name the share is registered in the securities register as if that person had fu11 legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice or description in the Corporation's records or on the share certificate.~~

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8.04 8.07 S hare Certificate - C ertificates

Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written ~~acknowledgmenta~~ cknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him or her as shown on the securities register. Share certificates and ~~acknowledgmentsa~~ cknowledgements of a shareholder's right to a share certificat ~~e, respectively~~ shall be in such form as the ~~Board~~ directors shall from time to time approve.

Any share certificate shall be signed in accordance with ~~Sections~~ ection 2.0 ~~4 and~~ ; it need not be under the corporate sea ~~l; provided that, unless the Board otherwise determines.~~ The signature of one of the signing officers may be printed or mechanically reproduced upon share certificates. Every printed or mechanically reproduced signature shall for all purposes be deemed to be a signature binding upon the Corporation. Unless the directors otherwise determine, certificates representing shares in respect of which a transfer agent ~~and/o~~ r registrar, as the case may be, has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent ~~and/~~ or registrar. ~~The signature of one of the signing officers or, in~~ In the case of share certificates which are not valid unless countersigned by or o ~~n,~~ behalf of a transfer agent ~~and/~~ or registrar, the ~~signaturess~~ ignature of ~~botha~~ ny signing ~~officerso~~ fficer may be printed or mechanically reproduced ~~in facsimile~~ upon share certificates and every such ~~facsimilep~~ rinted or mechanically reproduced signature shall for all ~~Purposesp~~ urposes be deemed to be ~~the~~ a signatur ~~e of the officer whose signature it reproduces and shall be~~ binding upon the Corporation. ~~A share certificate executed as aforesaid shall he valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds~~ Notwithstanding any change in the persons holding office between the time of signing and the issuance of any certificate, and notwithstanding that a person may not have held office at the date of ~~issue of the certificate.8.08 Replacement of Lost Share Certificates - The Board or any officer or agent designated by the Board may in its or his discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, and on such terms as to indemnify, reimbursement of expenses and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular casei~~ ssuance of such certificate, any such certificate so signed shall be valid and binding upon the Corporation.

8.05 8.09 J oint Shareholders -

If two or more persons are registere ~~d ed~~ as joint holders of any share, the Corporation shall not be bound to issue more than ~~onoo~~ ne certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.06 8.10 D eceased Shareholders -

In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to mak ~~e payment of any~~ dividends or other payments in respect thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

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Section Nine

8.07 Replacement of Share Certificates

The directors or any officer or agent designated by the directors may in their or his or her discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the directors, or any officer or agent designated by the directors, may from time to time prescribe, whether generally or in any particular case.

8.08 Lien for Indebtedness

If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to the articles, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, may refuse to register a transfer of the whole or any part of such shares.

PART NIN EDIVIDUNDS

DIVIDENDS AND RIGHTS

9.01 9.01 D ividends -

Subject to the ~~provisions of the A~~ ct, the ~~Boardd~~ irectors may from time to time declare dividends payable to the shareholders according to their respective rights and ~~interesti~~ nterests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.

9.02 9.02 D ividend Cheque s -

A dividend payable in ~~cashm~~ oney shall be paid by either electronically by direct deposit or by chequ ~~e-Brawn~~ drawn on the Corporation's bankers ~~,~~ or one of the ~~m,~~ to the order of each registered holder of shares of the class or series in respect ~~'~~ of which it has been declared and, if paid by cheque, mailed by prepaid ordinary mail to such registered holder at his or her recorded address, unless such holder otherwise directs. In the case of joint holder ~~s, the~~ any cheque issued shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to ~~-thornt~~ hem at their recorded addres ~~s'.~~ The mailing of such cheque as ~~aforesaids~~ et out in this section, unless the same is not paid on ~~duod~~ ue presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.03 9.03 N on- receiptR eceipt of Cheque s -

In the event of non-receipt of any dividend cheque ~~Byb~~ y the person to whom it is sent as ~~aforesaids~~ et out in section 9.02, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to ~~'indemnifyi~~ ndemnity, reimbursement of expenses

LEGAL ~~*50933393.14~~ 8585419.4

and evidence of non-receipt ~~,~~ and of titl ~~e,~~ as the ~~Boardd~~ irectors may from time to time ~~proscribep~~ rescribe, whether generally or in any particular case.

9.04 9.04 R ecord Date for Dividends and Rights -

The ~~Boardd~~ irectors may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividen ~~d,~~ or the date for the issue of any warrant or other evidence of ~~the r~~ ight to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment ~~off~~ or such dividend or to ~~exorcisee~~ xercise the right to subscribe for such securities, and notice of any such record date shall be given not ~~lossl~~ ess than ~~147~~ days before such record date in the manner provided ~~byi~~ n the Act. ~~if~~ If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the ~~Boardd~~ irectors.

9.05 9.05 U nclaimed Dividends -

Any dividend unclaimed after a period of ~~6s~~ ix years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

Section Ten

PART TEN

MEETINGS OF SHAREHOLDERS

10.01 10.01 A nnual Meetings -

The annual meeting of shareholders shall be held on such day and at such time in each year and, subject to ~~Section 10.03,s~~ ection 10.03, at such place as the ~~Boardd~~ irectors, the chairman of the ~~Board, the managing directorb~~ oard or the ~~presidentc~~ hief executive officer may from time to time determine, in any event no later than the earlier of (i) six months after the end of each financial year of the Corporation and (ii) 15 months after the Corporation’s last annual meeting of shareholders, for ~~-~~ the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing ~~an auditora~~ uditors and for the transaction of such other business as may properly be brought before the meeting.

An annual meeting of shareholders may also be constituted as an annual and special meeting of shareholders to consider and transact any special business, which may be considered and transacted at a special meeting of shareholders. 10.02 ~~10.02 S~~ pecial Meetings ~~- The Board, the chairman of the Board, the managing director or the president~~

The directors shall have power to call a special meeting of shareholders at any

time.

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10.03 10.03 P lace of Meeting s - Meetings

Subject to the Act, meetings of shareholders shall be held at the ~~registered office ofp~~ lace within Canada that the directors determine. If the Corporatio ~~n, or elsewhere in the municipality in which the registered office is situate or, if the Board shall, so determine, at some-other place in Canada, or if all the shareholders entitled to vote at the meeting so agree, at some place outside Canada~~ makes available a telephonic, electronic or other communication facility that permits all participants of a shareholders meeting to communicate adequately with each other during the meeting and otherwise complies with the Act, any person entitled to attend such meeting may participate by means of such communication facility in the manner prescribed by the Act, and any person participating in the meeting by such means is deemed to be present at the meeting.

10.04 10.04 N otice of Meeting s -

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in ~~Section 14.01P~~ art Eleven not less than 21 nor more than ~~506~~ 0 days before the date of the meeting to each ~~Directord~~ irector, to the ~~auditora~~ uditors and to each shareholder who at ~~-~~ the close of business on the record date ~~for notice i~~ s entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and ~~auditor'st~~ he auditors' report, election of ~~Directorsd~~ irectors and ~~reappointments of ther~~ eappointment of incumbent ~~auditor,a~~ uditors shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting. ~~A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive 'notice of or otherwise consent to a meeting of shareholders.~~

10.05 10.05 L ist of Shareholders Entitled to Notic e - for

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to ~~Section 10.06,s~~ ection 10.06, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shal ~~l.~~ be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business ~~'~~ hours at the registered office of the Corporation or at the place where the central securities register is ~~maintainedk~~ ept and at the meeting for which the list was prepared.

10.06 10.06 R ecord Date for Notic e -

The ~~Board~~ directors may fix in advance a record date, preceding the date of any meeting of shareholders by not more than ~~506~~ 0 days and not less than 21 days, ~~as a record date~~ for the determination of the shareholders entitled to notice of the meeting, ~~andp~~ rovided that notice of any such record date ~~shall bei~~ s given not less than ~~147~~ days before such record dat ~~e by newspaper advertisement,~~ in the manner provided ~~by~~ in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be ~~at~~

LEGAL ~~*50933393.14~~ 8585419.4

the close of business on the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held.

10.07 Meetings Held by Electronic Means

If the directors or shareholders of the Corporation call a meeting of shareholders pursuant to the Act, the directors may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting.

10.08 10.07 M eetings without Notic e -

A meeting of shareholders may be held without notice at any time and place permitted by the Ac ~~t;~~ (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the ~~Directorsd~~ irectors are present or waive notice of or otherwise consent to such meeting ~~boingb~~ eing hel ~~d; so long as,~~ provided that such shareholders, auditors or ~~Directorsd~~ irectors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully calle ~~d, .~~ At such a meeting, any business may be transacted ~~whi.chw~~ hich the Corporation at a meeting of shareholders may transact ~~, If the meeting is held at: a place outside Canada, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being hold at such place.~~

10.09 10.08 C hairman, Corporate Secretary and Scrutineers -

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: chairman of the board, chief executive officer, president, ~~managing~~ lead director ~~, chairman of the Board,~~ or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the corporate secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as corporate secretary of the meeting ~~, .~~ If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

10.10 10.09 P ersons Entitled to be Present -

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat ~~;,~~ the ~~Directorsd~~ irectors and ~~auditora~~ uditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.11 Quorum

~~10.10 Quorum - AU~~ nless otherwise required by law, the Articles or this By-Law, at each meeting of the shareholders a quorum for the transaction of business at any meeting of shareholders shall be two ~~personss~~ hareholders present in perso ~~n, each being a Shareholder~~

LEGAL ~~*50933393.14~~ 8585419.4

~~entitled to vote thereat or a. duly appointed proxy-holder for an absent shareholder so entitled, and together holding or representing by proxy not less than 10% of the outstanding shares of the Corporation entitled to vote at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business~~ or represented by proxy, irrespective of the number of persons actually present at the meeting, holding, in the aggregate, at least 10% of the issued shares entitled to be voted at the meeting.

10.12 10.11 R ight to Vot e -

Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to in ~~Sectionp~~ aragraph 10.05, ~~every person who is named ina~~ shareholder whose name appears on such list ~~shall hei~~ s entitled to vote the shares shown opposite his name ~~except to the extent that, where the Corporation has fixed a record date, and the transferee having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 10 days before the meeting that' his name be included in such list. In any such case, the transferee shall be entitled to vote the transferred shares a~~ t the meeting to which the list relates. At any meeting of shareholders for which the Corporation has not prepared the list referred to in ~~Sectionp~~ aragraph 10.05, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting. The persons entitled to vote at any meeting of shareholders shall be the persons entitled to vote in accordance with the Act.

10.13 Proxyholders and Representatives

~~10.12 Proxies - E~~ very shareholder entitled to vote at a meeting of shareholders may appoint a ~~proxy-holderp~~ roxyholder, or on ~~e-~~ or more alternate ~~proxy-holders, who need not be shareholdersp~~ roxyholders, to attend and act as his or her representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his or her attorney and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the corporate secretary of the Corporation or the chairman of the meeting. Any such proxyholder or representative need not be a shareholder.

10.14 10.13 T ime for Deposit of Proxie s -

The ~~Boardd~~ irectors may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hour ~~s,~~ exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, ~~unless i~~ t

LEGAL ~~*50933393.14~~ 8585419.4

has been received by the corporate secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

10.15 10.14 J oint Shareholders -

If two or more persons hold shares jointly, any ~~one o~~ f them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy ~~and vote,~~ they shal ~~l.~~ vote together as one on the shares jointly held by them.

10.16 10.15 V otes to Gover n -

At any meeting of shareholders ~~,~~ every question shall, unless otherwise required by the articles or by-laws or by law, be determined by ~~at~~ he majority of the votes cast on the question. In case of an equality of votes either upon a show of ~~handsh~~ and or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote.

10.17 10.16 S how of Hand s -

Subject to the ~~provisions of the A~~ ct, any question at a meeting of shareholders shall be decided by a show of hands, which may include such other indication of a vote made by means of the telephonic, electronic or other communication facility, if any, made available by the Corporation for that purpose, unless a ballot thereon is required or demanded as ~~hereinafter~~ provide ~~d.~~ in section 10.18. Upon a show of hands, every person who is present, in person or by means of the telephonic, electronic or other communications facility, if any that the Corporation has made available for such purpose, and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall ~~hob~~ e the decision of the ~~share-holderss~~ hareholders upo ~~n,~~ the said question. For the purpose of this section, if at any meeting the Corporation has made available to shareholders the means to vote electronically, any vote made electronically shall be included in tallying any votes by show of hands.

10.18 10.17 B allots -

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, ~~any shareholder or proxy-holdert~~ he chairman may require a ballot or any person who is present and entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot ~~, .~~ If a ballot is take ~~n,~~ each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ~~balletb~~ allot so taken shall be the decision of the shareholders upon the said question.

LEGAL ~~*50933393.14~~ 8585419.4

10.19 Adjournment

~~10.18 Adjournment -T~~ he chairman at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shal ~~l,~~ not be necessary to give notice of the adjourned meeting, other than by announcement at the ~~curlieste~~ arliest meeting that is adjourned. ~~If~~ Subject to the Act, if a meeting of ~~share- holderss~~ hareholders is adjourned by one or more adjournments for an aggregate of 30 days ~~.~~ or more, notice of the adjourned meeting shall be given as for an original meeting.

10.20 10.19 R esolution Ini n Writin g -

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect ~~oft~~ o the subject matter of the resolution is submitted by a ~~Directord~~ irector or the auditors in accordance with the Act.

~~10.10 Only One Shareholder - Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.~~

Section Eleven

DIVISIONS AND DEPARTMENTS

~~11.01 Creation and Consolidation of Divisions - The Board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the Board may consider appropriate in each case. The Board may also cause the business and operations of any such division to be further divided into sub-units and the business and operations of any such divisions or sub-units to be consolidated upon such basis as the Board may consider appropriate each case.~~
~~11.02 Name of Division - Any division or its sub-units may be designated such name as the Board may from time to time determine and may transact business under such name, provided that the Corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation.~~
~~11.03 Officers of Division - From time to time the Board, or if authorized by the Board, the chief executive officer may appoint one or more officers for any division, prescribe~~

LEGAL ~~*50933393.14~~ 8585419.4

~~their powers and duties and settle their terms of employment and remuneration. The Board or, if authorized by the Board, the chief executive officer may remove at its or his pleasure any officer so appointed, without prejudice to such officer's rights under any employment contract. Officers of divisions or their sub-units shall not, as such, be officers of the Corporation.~~

Section Twelve

INFORMATION AVAILABLE TO SHAREHOLDERS

~~12.01 Discovery of Information - Except as provided by the Act, no shareholder shall be entitled to discovery of any information respecting any details of conduct of the Corporation~~ ’ ~~s business which, in the opinion of the Board, it would be inexpedient in the interests of the Corporation to communicate to the public.~~
~~12.02 Inspection of Records - The Board may, from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation, or any of them, shall be open to the inspection of shareholders, and no shareholder shall have any right to inspect any document or book or register or accounting record of the Corporation except as conferred by statute or authorized by the Board or by a resolution of the shareholders.~~

PART ELEVEN Section Thirteen

CUSTODY OF SECURITIES

~~13.01 Safekeeping - All shares and securities owned by the Corporation shall ho lodged (in the name of the Corporation) with chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the Board, with such other depositories or in such other manner as may be determined from time to time by the Board.~~
~~13.02 Nominees - All share certificates, bonds debentures, notes or other obligations or securities belonging to the Corporation may be issued or held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee, shall be held in the names of the nominees jointly, with the right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected in an expeditious manner.~~

Section Fourteen

NOTICES

11.01 14.01 M ethod of Giving Notices -

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder,

LEGAL ~~*50933393.14~~ 8585419.4

the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a ~~commit tooc~~ ommittee of the ~~Board,d~~ irectors shall be sufficiently given if delivered personally to the perso ~~n.~~ to whom it is to be give ~~n, or if;~~ delivered to ~~hist~~ he recorded address ~~, or if~~ of the person; mailed to ~~him at hist~~ he person’s recorded address by prepaid or ordinary or ~~airmail, or ifa~~ ir mail; sent to ~~him at hist~~ he person’s recorded address by any means of prepaid transmitted or recorded communication; or an electronic document is provided in accordance with Part Twelve of this by-law.

A notice ~~so d~~ elivered ~~shall bea~~ s set out in this section is deemed to have been given when it is delivered personally or to the recorded address ~~as aforesaid;~~ a notice ~~so m~~ ailed as set out in this section shall be deemed to have ~~boonb~~ een given when deposited in a post office or public letter box; and a notice ~~so s~~ ent by ~~any m~~ eans of transmitted or recorded communication ~~shall he.a~~ s set out in this section is deemed to have bee ~~n given when~~ dispatched or delivered to the appropriate communication company or agency or its representative for dispatc ~~h. The;~~ and a notice sent by electronic means as set out in this section and Part Twelve shall be deemed to have been given upon receipt of reasonable confirmation of transmission to the designated information system indicated by the person entitled to receive such notice. The corporate secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the ~~Board~~ directors in accordance with any information believed by him or her to be reliable.

11.02 Signature to Notices

The signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, mechanically reproduced or electronically reproduced in whole or in part.

11.03 Proof of Service

With respect to every notice sent by post it is sufficient to prove that the envelope or wrapper continuing the notice or other document was properly addressed as provided in this - by law and put into a post office or into a letter box. With respect to every notice or other document sent as an electronic document it is sufficient to prove that the electronic document was - properly addressed to the designated information system as provided in this by law and sent by electronic means. A certificate of the chairman of the board, the chief executive officer, the - president, a vice president, the corporate secretary, the treasurer or the controller or of any other officer of the Corporation in office at the time of the making of the certificate or of a transfer officer of any transfer agent or branch transfer agent of shares of any class of the Corporation as to the facts in relation to the mailing or delivery of any notice or other document to any shareholder, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation as the case may be.

11.04 14.02 N otice to Joint Shareholder s -

If two or more persons ~~arc Peg-Estero-aa~~ re registered as joint holders of any share, any notice ~~shall hom~~ ay be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

LEGAL ~~*50933393.14~~ 8585419.4

11.05 14.03 C omputation of Tim e -

In computing the date when notice must be given under any provision requiring a specified number of day ~~s'~~ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

11.06 14.04 U ndelivered Notices -

If any notice given to a shareholder pursuant to ~~-Section 14.01~~ section 11.01 is returned on three consecutive occasions because he or she cannot ~~.~~ be found, the Corporation shall not ~~heb~~ e required to give any further notices to such shareholder until he or she informs the Corporation in writing of his ~~nowo~~ r her new address.

11.07 14.05 O missions and Error s -

The accidental omission to give an ~~y .~~ notice to any shareholder, director, officer, ~~'a~~ uditor or member of a committee of the ~~Board,b~~ oard or the non-receipt of any notice by any such perso ~~n,~~ or any error in any notice ~~'n~~ ot affecting the substance thereof ~~,~~ shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.08 14.06 P ersons Entitled by Death or Operation of La w –

Every person who, by operation of law, transfer, death of ~~a~~ shareholde ~~r,~~ or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder ~~fromt~~ hrough whom he or she derives his or her title to such share prior to his or her name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he or she became so entitled) and prior to his or her furnishing to the Corporation the proof of authority or evidence of his or her entitlement prescribed by the Act.

11.09 14.07 W aiver of Notic e -

Any shareholder ~~(or his duly appointed proxy-holder),~~ proxyholder, representative, director, officer, audito ~~r or,~~ member of a committee of the ~~Board,b~~ oard or other person entitled to attend a meeting of shareholders may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him or her or to the shareholder whom the proxyholder or representative represents under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement, whether given before or after the meeting or other event ~~off~~ or which notice is required to be give ~~n,~~ shall cure any default in the giving or in the time ~~foro~~ f such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or ~~the Board or of the committee of the Boardo~~ f the board which may be given in any manner.

LEGAL ~~*50933393.14~~ 8585419.4

PART TWELVE

ELECTRONIC DOCUMENTS

12.01 Creation and Provision of Information

Unless the Corporation’s articles provide otherwise, and subject to and in accordance with the Act, the Corporation may satisfy any requirement of the Act to create or provide a notice, document or other information to any person by the creation or provision of an electronic document. Except as provided in the Act, “electronic document” means any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means that can be read or perceived by a person by any means.

PART THIRTEEN

REPEAL

Section Fifteen

13.01 Upon this by-law coming into force, the general By-law No. 1 and the borrowing By-law no. 2 of the Corporation made as of the 31[st ] day of August 1989, and confirmed as of the 20[th] day of November 1989 are repealed provided that such repeal does not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles or predecessor charter - documents of the Corporation obtained pursuant to, any such by law prior to its repeal. All officers - and persons acting under any by law so repealed shall continue to act as if appointed under the - provisions of this by law and all resolutions of the shareholders or the board with continuing effect - passed under any repealed by law shall continue good and valid except to the extent inconsistent - with this by law and until amended or repealed.

[SIGNATURE PAGE FOLLOWS]

LEGAL ~~*50933393.14~~ 8585419.4

PART FOURTEEN

EFFECTIVE DATE

14.01 15.01 E ffective Dat e -

This by-law shall come into force ~~when confirmedu~~ pon being passed by the ~~shareholdersd~~ irectors in accordance with the Act.

MADE by the ~~Boardb~~ oard the ~~31[s][t]~~ _____ day of August, ~~1989.2~~ 020.

~~CONFIRMED by the shareholders in accordance with the Act the 20th day of November, 1989.~~

STARREX MINING CORPORATION LTD.

PHOENIX CANADA OIL COMPANY

~~Per: Per:~~

~~Per:~~

BE IT RESOLVED THAT:

~~By-Law No. 1, being a By-Law relating generally to the transaction of the business and affairs of the Corporation, be and the same is hereby passed as a By-Law of the Corporation and the President and the Secretary or the Assistant-Secretary Be and they are hereby authorized to sign the By-1aw and apply the corporate seal thereto.~~

LEGAL ~~*50933393.14~~ 8585419.4

~~The undersigned, being all the Directors of the Corporation, hereby sign the foregoing Resolution pursuant to the provisions of Section 112 of the Canada Business Corporations Act.~~

~~DATED the 31st day of August, 1989.~~

BE IT RESOLVED THAT:

~~By-Law No. 1, being a By-Law relating generally to the transaction of the business and affairs of the Corporation, be and the same is hereby confirmed without amendment as a By-Law of the Corporation.~~

~~The undersigned, being all the shareholders of the Corporation hereby sign the foregoing Resolution pursuant to the provisions of Section 136 of the Canada Business Corporations Act.~~

~~DATED the 20th day of November, 1989.~~

==> picture [466 x 92] intentionally omitted <==

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

STARREX MINING CORPORATION LTD. PHOENIX CANADA OIL COMPANY
Kristina Hachey
Chief Financial Officer
----- End of picture text -----

~~Per:~~

LEGAL ~~*50933393.14~~ 8585419.4

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AI assistant

Theralase Technologies Inc. — AGM Information 2020

42925_rns_2020-09-02_3067cfa1-3aa2-40a9-96f7-1d7cdbdde9c5.pdf

THERALASE  TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

BY ORDER OF THE BOARD OF DIRECTORS:

THERALASE TECHNOLOGIES INC.

M A N A G E M E N T S O L I C I T A T I O N O F P R O X I E S

PARTICIPATING AND VOTING AT THE MEETING

Registered Shareholders

Non-Registered Shareholders

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

RECORD DATE

VOTING SHARES AND PRINCIPAL HOLDERS

PARTICULARS OF MATTERS TO BE ACTED UPON

APPOINTMENT OF AUDITOR

RE-APPROVAL OF THE CORPORATION’S 2004 STOCK OPTION PLAN

ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies, Penalties and Sanctions

ADOPTION OF BY-LAW NO. 4 OF THE CORPORATION

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Objectives and Philosophy

Elements of Compensation

Base Salary

Short-Term Incentive (Bonus) Plan

- Long Term Incentives Stock Option Awards

INCENTIVE PLAN AWARDS – NEOS

Outstanding Share-Based and Option-Based Awards

Value Vested or Earned During the Year

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS

PENSION PLAN

COMPENSATION OF DIRECTORS

INCENTIVE PLAN AWARDS – DIRECTORS

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

LONG-TERM INCENTIVE (STOCK OPTION) PLAN

Overview

Equity Compensation Plan Information

Note:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

AUDIT COMMITTEE

RELEVANT EDUCATION AND EXPERIENCE

Guy Anderson - Chairman of the Audit Committee, Independent Director

Matthew Perraton - Independent Director

Randy Bruder – Independent Director

AUDIT COMMITTEE OVERSIGHT

RELIANCE ON CERTAIN EXEMPTIONS

PRE-APPROVAL POLICIES AND PROCEDURES

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

A. Board Matters - Board Composition

Recommendations:

B. Board Matters - Board Committees

C. Board Matters - Board and Committee Attendance Record

Board Matters - Board and Committee Mandates

Board of Directors Mandate

Recommendations:

Audit Committee Mandate

Recommendations:

Governance and Compensation Committee Mandate

Recommendations:

Corporate Disclosure Committee Mandate

Recommendations:

D. Board Matters - Board and Committee Process and Records

Recommendations:

E. Corporate Governance Policies and Procedures

Corporate Disclosure Committee Mandate

Recommendations:

Code of Business Conduct and Ethics

Recommendations:

Recommendations:

Accounting and Auditing Complaint Policy

Recommendations:

Other Policies

Recommendations:

Theralase Technologies Inc. AGM Information 2020

INTERSTAR MINING GROUP INC.

Table of Contents

BY-LAW NO. 1

1.01 1.01 D efinition s -

Section Two

2.01 2.01 R egistered Offic e - Until

2.02 2.02 C orporate Sea l - Until changed by the Board, the

2.03 2.03 F inancial Year - Until changed by the Board, the

2.05 2.05 B anking Arrangements -

2.08 2.06 V oting RightsS ecurities in Other Bodies Corporat e - The. Signing Officers

Section Three

BORROWING AND SECURITIES

Section Four

3.01 4.01 N umber of Directors and Quorum -