Thunder Mountain Gold, Inc. - Proxy Solicitation & Information Statement 2020

SUNSHINE AGRI-TECH INC.

ANNUAL AND SPECIAL GENERAL MEETING

TO BE HELD ON DECEMBER 10, 2020

INFORMATION CIRCULAR

NOVEMBER 9, 2020

SUNSHINE AGRI-TECH INC.

2900 - 550 Burrard Street Vancouver, BC V6C 0A3

INFORMATION CIRCULAR

November 9, 2020

INTRODUCTION

This Information Circular accompanies the Notice of Annual and Special Meeting (the “ Notice ”) and is furnished to shareholders holding common shares in the capital of Sunshine Agri-Tech Inc. (the “ Company ” or “ Sunshine ”) in connection with the solicitation by the management of the Company of proxies to be voted at the annual and special meeting (the “ Meeting ”) of the shareholders to be held at 10 a.m. PT on December 10, 2020 at 2300-666 Burrard Street, Vancouver, British Columbia, Canada V6C 2X8 or at any adjournment or postponement thereof.

The date of this Information Circular is November 9, 2020. Unless otherwise stated, all amounts herein are in Canadian dollars.

In light of the ongoing public health concerns related to the COVID-19 outbreak and in order to comply with the measures imposed by the federal and provincial governments, the Company is requesting all shareholders and others not to attend the Meeting in person. Shareholders are strongly urged to vote on the matters before the Meeting by completing a proxy or VIF (as defined below) or the materials provided by their Intermediary (as defined below), as applicable. The Company may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 outbreak.

The Company is carefully monitoring the impact of the COVID-19 outbreak and may decide to modify the date, time or location of the Meeting in response to further developments. In the event we decide to modify the date, time or location of the Meeting, we will announce alternative arrangements for the meeting promptly via press release.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

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

Appointment of Proxy

Registered shareholders are entitled to vote at the Meeting. A shareholder is entitled to one vote for each common share that such shareholder holds on the record date of October 20, 2020 (the “ Record Date ”) on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The person named as proxyholder (the “ Designated Person ”) in the enclosed form of proxy is a director and/or officer of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSON NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc. (the “ Transfer Agent ”) at their offices located at 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, by mail or fax, at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. Alternatively, the completed form of proxy may be delivered to the chairman of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, prior to the commencement of the Meeting, or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder’s attorney-in-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual shareholder or joint shareholders or by an officer or attorney-in-fact for a corporate shareholder, the instrument

so empowering the officer or attorney-in-fact, as the case may be, or a notarial certified copy thereof, must accompany the form of proxy. If not dated, the proxy will be deemed to have been dated the date that it is mailed to shareholders.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that shareholder or by that shareholder’s attorney-in-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law. Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Person

A shareholder may indicate the manner in which the Designated Person are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the common shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. The common shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the common shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSON NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSON WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the person named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the common shares on any matter, the common shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Some shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “ Non-Registered Shareholder ”) but which are registered in the name of an intermediary (the “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the shares. Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

There are two kinds of Non-Registered Shareholders - those who object to their name being made known to the Company (called OBOs for “ Objecting Beneficial Owners ”) and those who do not object to the Company knowing who they are (called NOBOs for “ Non-Objecting Beneficial Owners ”).

Under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Company is delivering proxy-related materials directly to NOBOs who have not waived the right to receive them. As a result, NOBOs can expect to receive a voting instruction form (a “ VIF ”), together with the meeting materials. These VIFs are to be completed and returned to the Transfer Agent in accordance with the instructions. The Transfer Agent is required to follow the voting instructions properly received from NOBOs. The Transfer Agent will tabulate the results of the VIFs received from NOBOs and will provide voting instructions at the Meeting with respect to the common shares represented by the VIFs they receive. If the VIF is executed by an attorney for an individual shareholder or by an officer or attorney of a shareholder that is a company or association, documentation evidencing the power to execute the VIF may be required with signing capacity stated. The Company is not sending proxy-related materials using notice-and-access this year.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBO’s name (or such other person as the NOBO wishes to attend and vote on the NOBO’s behalf) in the blank space provided for that purpose on the VIF and return the completed VIF to the Transfer Agent or the NOBO must submit, to the Company or the Transfer Agent, any other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxy holder. In such circumstances with respect to proxies held by management in respect of securities owned by the NOBO so requesting, the Company must arrange, without expense to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxy holder in respect of those securities. Under NI 54-101, if the Company appoints a NOBO or a nominee of the NOBO as a proxy holder as aforesaid, the NOBO or nominee of the NOBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101, if the Company appoints a NOBO or its nominee as proxy holder as aforesaid the Company must deposit the proxy within the timeframe specified above for the deposit of proxies if the Company obtains the instructions at least one (1) business day before the termination of that time. If a

NOBO or a nominee of the NOBO is approved as a proxy holder pursuant to such request, the appointed proxy holder will need to attend the Meeting in person in order for their votes to be counted.

NOBOs that wish to change their vote must in sufficient time in advance of the Meeting contact the Transfer Agent to arrange to change their vote. OBOs should carefully follow the instructions of their Intermediaries, including those regarding when and where to complete the voting instruction forms that are to be returned to their Intermediaries.

These proxy-related materials are being sent to both registered shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder and the Company has sent these proxy related materials directly to you, your name and address and information about your holdings of common shares have been obtained in accordance with applicable securities requirements from the Intermediary on your behalf.

By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

In accordance with the requirements of NI 54-101, the Company has distributed copies of the meeting materials to the Intermediaries for onward distribution to OBOs. Intermediaries are required to forward the meeting materials to OBOs unless, in the case of certain proxy-related materials, the OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the meeting materials to OBOs. With those meeting materials, Intermediaries or their service companies should provide OBOs with a “request for voting instruction form” which, when properly completed and signed by such OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. The purpose of this procedure is to permit OBOs to direct the voting of the common shares that they beneficially own. The Company intends to pay for the Intermediaries to deliver the meeting materials to the OBOs.

Should an OBO wish to vote at the Meeting in person, the OBO must insert the OBO’s name (or such other person as the OBO wishes to attend and vote on the OBO’s behalf) in the blank space provided for that purpose on the request for voting instruction form and return the completed request for voting instruction form to the Intermediary or its service provider or the OBO must submit, to their Intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxy holder. In such circumstances an Intermediary who is the registered holder of, or holds a proxy in respect of, securities owned by an OBO is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or a nominee of the OBO as a proxy holder in respect of those securities. Under NI 54-101, if an Intermediary appoints an OBO or the nominee of the OBO as a proxy holder as aforesaid, the OBO or nominee of the OBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the Intermediary, in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101 an Intermediary who appoints an OBO or its nominee as proxy holder as aforesaid is required under NI 54-101 to deposit the proxy within the timeframe specified above for the deposit of proxies if the Intermediary obtains the instructions at least one

(1) business day before the termination of that time. If the OBO or a nominee of the OBO is appointed a proxy holder pursuant to such request, the appointed proxy holder will need to attend the Meeting in person in order for their votes to be counted.

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company’s last financial year, each proposed nominee for election as a director of the Company, or any associate or affiliates of any such directors, executive officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors or the approval of the Company’s stock option plan (the “ Stock Option Plan ”), as such persons are eligible to participate in the Stock Option Plan.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value (the “ Common Shares ”). As of the Record Date, a total of 72,006,250 Common Shares were issued and outstanding. Each Common Share carries the right to one vote at the Meeting.

Only registered shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at the Meeting, or any adjournment or postponement of the Meeting.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company, other than as set forth below:

Name of Shareholder	Number of Common Shares Owned	Percentage of Outstanding Common Shares(1)
Health China Capital Limited(2)	23,825,000	33.09%
Dalian International Innovation Park(HongKong)Limited(3)	13,500,000	18.74%

Notes:

(1) Based on 72,006,250 Common Shares issued and outstanding as of the Record Date, on an undiluted basis.

(2) Health China Capital Limited (“Health HK”), formerly, Sunscape (Holding) Limited, is a private company owned and controlled by Baojun Zhang.

(3) Dalian International Innovation Park (Hong Kong) Limited (“Dalian Innovation Park”) is a private company owned and controlled by Baojun Zhang.

RECEIPT OF FINANCIAL STATEMENTS

The directors will place before the Meeting the audited financial statements for the financial year ended December 31, 2019 together with the auditors’ reports thereon.

NUMBER OF DIRECTORS

At the Meeting, shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at five. The number of directors will be approved if the affirmative vote of the majority of common shares present or represented by proxy at the Meeting and entitled to vote are voted in favour to set the number of directors at five.

Management recommends the approval of the resolution to set the number of directors of the Company at five.

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are elected or appointed, unless his office is earlier vacated in accordance with the articles of the Company (the “ Articles ”) or with the provisions of applicable corporate legislation. In the absence of instructions to the contrary, the enclosed form of proxy will be voted for the nominees listed in the form of proxy, all of whom are presently members of the Board of Directors of the Company (the “Board” ).

Management of the Company proposes to nominate the persons named in the table below for election by the shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Province, Country of Residence and Position(s) with the Company	Present Principal Occupation, Business or Employment of each Director and Proposed Director	Periods during which Nominee has Served as a Director	Number of Voting Securities of the Company Beneficially Owned or Controlled or Directed, Directly or Indirectly(1)
Baojun Zhang(3) Liaoning Province, China Chief Executive Officer and Director	CEO of the Company since July 27, 2010; President of Health China Capital Limited (formerly, Sunscape (Holding) Limited) from 2000 to present; President of Dalian Sunshine Agri-Tech Co., Ltd. from September 2009 until September 1, 2010 and Chairman of Dalian Sunshine Agri Tech Co., Ltd. from September 1, 2010 to present.	July 27, 2010 to present	39,132,500 Common Shares(2)
Xuexian Wang Dalian, China Director	Partner at Liaoning Hengxin Law Firm from December of 1994 to present; Independent Director of Elec- Tech International Co., Ltd., a company listed on the Shenzhen Stock Exchange, from 2011 to present; Independent Director of NVC Lighting Technology Corporation from 2014 topresent;Associate	December 22, 2017 to present	Nil

	professor of Dalian Technology UniversityManagement School.
Raymond Lu(3) British Columbia, Canada Director	A Chartered Professional Accountant and a partner of a mid-size accounting firm in the Province of British Columbia, having extensive public practice experience in providing assurance services to public companies, mainly in the manufacturing and resource industries. He has worked for both medium-sized and national accounting firms. Before starting his career in public practice in Canada, he was the chief financial officer of a private company based in Hong Kong.	Effective when elected	Nil
Xiang (George) Gao(3) Ontario Canada Director	Senior Vice President of Western Resources Corp (TSX: WRX). Former President of the Beijing Mining Exchange being responsible for its overall strategy and operations. Mr. Gao has also worked as the Head of Business Development for the Toronto Stock Exchange and TSX Venture Exchange (“TSX”), and the Chief Representative out of the TSX Beijing office. Mr. Gao obtained Master of Business Administration from Schulich School of Business.	Effective when elected	Nil
Hengwei Zhang Beijing , China Director	An Analyst at BOC International and advises on cross-border M&A transactions; . assistant of the CEO of the Company from 2014 to 2017. Mr. Zhang obtained a Bachelor degree in Pre-Economics from the University of California (Los Angeles), a Bachelor degree in Financial Economics (Specialist) from the University of Toronto and a Specialist Master’s degree in Finance and Private Equity from the London School of Economics and Political Science.	Effective when elected	Nil

Notes:

(1) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at December 31, 2019, based upon information furnished to the Company by the individual directors.

(2) Baojun Zhang holds 1,350,000 Common Shares directly; 13,500,000 Common Shares indirectly through Dalian Innovation Park; 23,825,000 common shares indirectly through Health HK; and 457,500 Common Shares indirectly through Sunjoy Capital Inc., Mr. Zhang owns and controls Dalian Innovation Park, Health HK and Sunjoy Capital Inc.

(3) Member of the Audit Committee.

All of the directors who are elected at the Meeting will have their term of office expire at the next annual general meeting or at such time when their successors are duly elected or appointed in accordance with the Articles, or with the provisions of applicable corporate legislation or until such director’s earlier death, resignation or removal.

Management recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Person intends to exercise discretionary authority to vote the common shares represented by proxy for the election of any other persons as directors.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company.

Cease Trade Orders and Bankruptcy

No proposed director of the Company is, as at the date of the Information Circular, or has been, within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

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

For the purposes hereof, “ order ” means:

(a) cease trade order;
(b) an order similar to access trade order; or
(c) an order that denied the relevant company access to any exemption and securities legislation,

that was in effect for a period of more than 30 consecutive days.

Bankruptcies

No proposed director:

(a) is, as at the date of this Information Circular, or has been within the 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while such person was acting in such capacity, or within a year of that person ceasing to act in that capacity, became
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bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets; or

(b) has, within 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or has a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The above information was provided by individual directors and officers of the Company.

Penalties or Sanctions

No proposed director of the Corporation has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security-holder in deciding whether to vote for a proposed director.

The above information was provided by individual directors and officers of the Company.

APPOINTMENT OF AUDITOR

Shareholders will be asked to approve the appointment of MNP LLP, as the auditor of the Company, to hold office until the next annual general meeting of the shareholders at remuneration to be fixed by the Board. MNP LLP Accountants, of Vancouver, BC were first appointed of the Company on October 20, 2014.

At the Meeting, shareholders will be asked to vote for the appointment of MNP LLP Accountants, to serve as auditor of the Company for the Company’s fiscal year ending December 31, 2019, at a remuneration to be fixed by the Company’s Board.

Management recommends shareholders vote for the appointment of MNP LLP Accountants, as the Company’s auditors for the Company’s fiscal year ending December 31, 2020 at a remuneration to be fixed by the Board.

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Information Circular:

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“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ CEO ” of the Company means each individual who acted as chief executive officer of the Company or acted in a similar capacity for any part of the most recently completed financial year;

“ CFO ” of the Company means each individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the most recently completed financial year; and

“ Named Executive Officer ” or “ NEO ” means each of the following individuals:

(a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,
(b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,
(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year, and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out details of all payments, grants, awards, gifts and benefits paid or awarded to each director and NEO in the two most recently completed financial years:

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fee ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Baojun Zhang(2) CEO and Director	2019 2018	19,220 27,000	N/A N/A	N/A N/A	N/A N/A	N/A N/A	19,220 27,000

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Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fee ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Xuexian Wang Director	2019 2018	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Raymond Lu Director	2019 2018	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Xiang (George) Gao Director	2019 2018	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Hengwei Zhang Director	2019 2018	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Xiaozhu Pang(3) CFO	2019 2018	42,000 14,000	N/A N/A	N/A N/A	N/A N/A	N/A N/A	42,000 14,000
Ying Xu(3) Former CFO	2019 2018	N/A 28,000	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A 28,000
Jingchun Cui Chief Technology Officer and Director(4)(5)	2019 2018	N/A 8,334	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A 8,334
Bingsheng Zhang(4) Former Director and General Manager of Sino-Grain	2019 2018	35,173 35,416	N/A N/A	N/A N/A	N/A N/A	N/A N/A	35,173 35,416

Notes:

(1) “Perquisites” include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

(2) Baojun Zhang has been the CEO and director of the Company since July 27, 2010.

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(3) For the relevant time period, Ying Xu was the CFO of the Company from October 2017 to August 2018; and Xiaozhu Pang has been the CFO of the Company since August 2018.
(4) For the relevant time period, Bingsheng Zhang was a director of the Company in 2018 and has been the general manager of Sino-Grain Bio-Tech (Dalian) Co., Ltd. (“Sino-Grain”) since its inception in 2018.
(5) Jingchun Cui has been the Chief Technology Officer of the Company since July 27, 2010.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the year ended December 31, 2019 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant	Closing Price of Security or Underlying Security at Year End	Expiry Date
None	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

Exercise of Compensation Securities by Directors and NEOs

No director of NEO exercised compensation securities during the Company’s most recently completed financial year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

The Company’s current stock option plan (the “ Stock Option Plan ”) is in the form of a rolling stock option plan reserving for issuance upon the exercise of options granted pursuant to the Stock Option Plan, a maximum of 10% of the issued and outstanding shares of the Company at any time, less any shares required to be reserved with respect to options granted by the Company prior to the implementation of the Stock Option Plan. The Stock Option Plan is administered by the Board, or a committee of directors appointed by the Board.

Subject to the provisions of the Stock Option Plan, and the policies of the NEX or the TSX Venture Exchange (the “Exchange” ), the Board in its sole discretion will determine all options to be granted pursuant to the Stock Option Plan. A full copy of the Stock Option Plan is attached to this Information Circular as Schedule “B” . The following is a summary of the Stock Option Plan.

The Stock Option Plan provides that stock options can be issued to directors, officers, employees or consultants of the Company or any of its affiliates or subsidiaries or to employees of companies providing management or administrative services to the Company. The Stock Option Plan also provides for amendment of stock options granted under the Stock Option Plan or granted prior thereto.

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The Stock Option Plan provides that it is solely within the discretion of the Board to determine who should receive options and in what amounts. Further, the Board may delegate such authority as it sees fit to a committee comprised of two or more directors.

Options granted under the Stock Option Plan will be for a term not to exceed 10 years. The options will be non-assignable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death.

The Stock Option Plan is subject to the following limitations: (a) the maximum number of Options which may be granted to a Participant, other than a Consultant and an Employee (as defined in the policies of the TSX Venture Exchange) conducting Investor Relations Activities within any 12-month period shall be 5% of the issued and outstanding shares, on a non-diluted basis, calculated on the date an option is granted; (b) the maximum number of Options which may be granted to any one Consultant within any 12-month period must not exceed 2% of the issued and outstanding shares, on a non-diluted basis, calculated on the date an option is granted; and (c) the maximum number of Options which may be granted within any 12-month period to employees engaged in investor relations activities must not exceed 2% of the issued and outstanding shares, on a non-diluted basis, calculated on the date an option is granted, and such options must vest in stages over 12 months with no more than 25% of the Options vesting in any three-month period.

Pursuant to the policies of the Exchange, options granted under the terms of the Stock Option Plan will be exercisable at a price which is not less than the Discounted Market Price (as defined by the Exchange Policy 1.1). For as long as the Company is categorized as a Tier 2 issuer, options granted to a person who is engaged in investor relations activities will expire within a maximum of 30 days after the optionee ceases to be employed and options granted to all other persons will expire within 90 days from the date the optionee ceases to hold his or her position or office.

All of the other provisions described in this Information Circular regarding the Exchange’s policy in respect of stock options are incorporated in the Stock Option Plan.

The Company will not issue shares pursuant to options granted under the Stock Option Plan until the shares have been fully paid for. The Company will not provide financial assistance to option holders to assist them in exercising their options.

Oversight and Description of Director and NEO Compensation

Overview, Philosophy and Objectives

The Company has no formal written compensation policy. The Board is responsible for reviewing and approving corporate goals and objectives relevant to an executive officer’s compensation, evaluating the executive officer’s performance in light of those goals and objectives, based on this evaluation. The key components comprising executive officer compensation are base salary and annual bonus (short-term incentives), participation in the Company’s incentive stock option plan (long-term incentive) and various perquisites. Executive compensation is based on an annual review of actual performance against corporate objectives undertaken by the Board. Executive officers’ compensation is designed in a manner to recognize

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and reward executive officers based upon individual and corporate performance. To the extent determined to be appropriate, we also consider general economic conditions, our financial performance relative to budget, earnings per share, access to capital and individual merit in setting compensation policies for our executive officers.

Through our objectives in establishing compensation programs for executive officers, the Board seeks to:

(a) motivate executives to achieve corporate performance objectives and reward them when such objectives are met;
(b) attract and subsequently retain highly qualified executive officers by offering overall compensation which is competitive with that offered for comparable positions in similar companies;
(c) align the interest of executive officers with the long-term interests of shareholders through participation in the Company’s incentive stock option plan; and
(d) to promote an ownership mentality among the key leadership and Board; and
(e) enhance the overall performance of the Company.

The Company’s operations, reporting and governance performance is measured against benchmarks established by the Board for the purposes of evaluating executive officer performance. The benchmarks examined include achievement of budget, achievement of significant initiatives, earnings per share, achievement of financings, improvement in share price and regulatory compliance. The Company does not compare these benchmarks with other companies, given the Company’s unique situation of being a public company in Canada but operating in the manufacturing industry in China. The Company believes the approach taken is reasonable.

Compensation Program

The Company’s executive compensation program generally consists of base salary, cash incentive compensation (“bonuses”) and long-term incentive compensation in the form of stock options. The Board generally determines compensation decisions following a review of factors that the Company believes are relevant, including; the achievements over the past year, the individual’s contributions to the success and any significant changes in their role or responsibility. For the fiscal year ended December 31, 2019, the Board has not completed a review of these factors. However, for the fiscal year ending December 31, 2020, the Board is planning to establish specific measures for each executive and review the appropriate mix between salary and other forms of compensation and set annual compensation guidelines for our executive officers. The Company anticipates that the executive officers’ compensation will then be established based on the following specific criteria:

Achievement of the annual budget. The annual budget is compared to performance at the end of the fiscal year with regard to revenues, gross margin, operating expenses and net income which are achieved during the year.
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Achievement of significant initiatives including achievement of full capacity at the new plant.
Achievement of accuracy and timeliness of reporting of financial results with emphasis on monthly reports and budget preparation. Achievement of financings. Management’s ability to access capital including bank debt, government loans, equity and convertible or subordinated debt.
Improvement in share price, research coverage, shareholder diversification and trading volume achieved during the year.

Base Compensation

The Company determines base salary based on a combination of comparable market data, experience, level of responsibility and other relevant factors. For fiscal year ended December 31, 2019, compensation for executive officers was set within the range of this compensation review for executive officers, based on the determination of management and approved by the Board. Base compensation was also determined in light of a particular individual’s contribution as a whole, including compliance with legal and accounting regulations, recognition and pursuit of business expansion opportunities and initiation of programs to enhance shareholder value.

Short Term Incentives

Short term incentives for executives and management are provided through annual bonus plans based on the performance of the business. The objectives of these plans are to align the behaviour of executives and management with the overall strategy of the business and shareholder interests.

Eligible participants could receive an annual bonus based on the following: achievement of budget, achievement of significant initiatives, earnings per share, achievement of financings, improvement in share price and regulatory compliance.

Long-Term Incentives

Long-term incentives for executive officers and key employees are provided through the Company’s incentive stock option plan. The objective of this plan is to align executive and shareholder long-term interests by creating a strong and direct link between executive compensation and shareholder return, and to enable executive officers to develop and maintain a significant, long-term stock ownership position in our common shares. The Company does not grant stock options to its executive officers on an annually but rather on a case by case basis. In selecting executive officers eligible to receive stock options and determining the amount and frequency of such grants, we evaluate a variety of factors, including the following: achievement of budget, achievement of significant initiatives, earnings per share, achievement of financings, improvement in share price and regulatory compliance.

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Corporate Goals

For the fiscal year ended December 31, 2019, the Board has not completed a review of compensation against attainment of specific corporate performance goals. However, the Board believes that the current level of compensation for current NEO’s remains reasonable due to the significant amount of work that NEO’s have to perform in the Company’s development stage. The general performance goals for the Company’s current NEO’s will be as follows:

Achievement of budgets as approved by the Board.
Execution of corporate objectives including, successful completion of expansion and acquisition activities.
Increased shareholder return on investment as measured by earnings per share and return on net assets.

At the end of each year, the Board also reviews actual performance against corporate goals. The CEO and/or the CFO participate in discussions and review executive compensation for NEOs, however, they do not participate in discussions of their own compensation.

CEO compensation is determined by the entire Board on the recommendation of the Board. The Board’s policy is that the salary of the CEO should be in line with competitive salaries for positions of similar responsibility at other Canadian publicly listed companies and to be consistent with the CEO’s respective contributions to the overall benefit of the Company.

Risk Management Disclosure

When the Board makes compensation decisions, the Board also endeavors to ensure that the compensation being paid to NEO’s do not encourage them to take unnecessary and excessive risks that could hurt our long term value. The Company believes that the following components of the executive officer compensation discourage our executive officers from taking unnecessary or excessive risks:

Base salaries and personal benefits are sufficiently competitive and not subject to performance risk.
When possible, the Company imposes longer vesting period for stock options awarded to executive officers to generally align their interests with the long-term interests of our shareholders.
Corporate and individual performance objectives for our executive officers are generally designed to be achievable with sustained and focused efforts.
The short-term and long-term incentives are discretionary and we reserve the right to amend or discontinue our short-term and long-term incentives at any time with our without notice.
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In order for executive officers to be eligible to receive short-term or long-term incentives, he or she must be employed by the Company at the time of payout, unless the Board determines otherwise.

Compensation Governance

The Company does not currently have a Compensation Committee. All tasks related to developing and monitoring the Company’s approach to the compensation of executive officers of the Company are performed by the members of the Board collectively. The Board has not, but does not rule out, taking actions such as retaining professional executive compensation consultants or using compensation analytical tools such as market data for similar sized and situated companies to help the Board to determine the appropriate compensation for executive officers.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the directors at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has no contract, agreement, plan or arrangement that provides for payments to an NEO or director, at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the NEO’s or director’s responsibilities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company are authorized at the end of the Company’s most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	Nil	Nil	7,200,625

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Equity Compensation plans not approved by securityholders	N/A	N/A	N/A
Total	Nil	Nil	7,200,625

A copy of the Stock Option Plan is attached as Schedule “B” to this Information Circular. The Company will seek Shareholder re-approval of the Stock Option Plan at the Meeting. See “ Particulars of Matters to Be Acted Upon – Re-approval of Stock Option Plan”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer or employee, proposed nominee for election to the Board, or associate of such persons is, or has been, indebted to the Company since the beginning of the most recently completed financial year of the Company and no indebtedness remains outstanding as at the date of this Information Circular.

None of the directors’ or executive officers’ of the Company is or, at any time since the beginning of the most recently completed financial year, has been indebted to the Company or its subsidiary. None of the directors’ or executive officers’ indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year, has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiary, if any.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, proposed director of the Company or any associate or affiliate of any informed person or proposed director of the Company has had any material interest, direct or indirect, in any transaction since the beginning of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries, if any.

“ Informed person ” means:

(a) a director or executive officer of the Company;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company.
(c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution of it; and
(d) the Company has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.
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MANAGEMENT CONTRACTS

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

PARTICULARS OF MATTERS TO BE ACTED UPON

RE-APPROVAL OF STOCK OPTION PLAN

On July 10, 2013, the Board initially approved the Company’s Stock Option Plan. Under the Stock Option Plan, a maximum number of options equal to 10% of the issued and outstanding Common Shares at the date of grant are available for issuance. The policies of the Exchange require that such a rolling plan be reapproved yearly by the shareholders and the Exchange.

The Stock Option Plan was established to provide incentive to directors, officers, employees, management, and others who provide services to the Company to act in the best interests of the Company as well as to provide incentive to such persons to increase their interest in the Company and thereby aid the Company in attracting, retaining and encouraging the continued involvement of such persons with the Company. It is proposed that under the Stock Option Plan, which will be subject to approval by the Exchange, the total number of common shares allotted and reserved for future issuance will be equivalent to 10% of the issued and outstanding share capital of the Company from time to time.

The Stock Option Plan will terminate by approval of the Board with the written consent of the optionees concerned. As at December 31, 2019 there were no stock options outstanding.

The Company’s common shares trade on the Exchange, which requires that listed companies obtain the approval of their shareholders for stock option plans where the Stock Option Plan reserves for issuance pursuant to stock options a number of shares equivalent to a “rolling” percentage of the Company’s issued and outstanding share capital.

Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought fit, pass an ordinary resolution to approve the Stock Option Plan:

“BE IT HEREBY RESOLVED, as an ordinary resolution that:
The Company’s Stock Option Plan, initially approved by the directors on July 10, 2013 be and is hereby reapproved, including the reserving for issuance under the Stock Option Plan at any time of a maximum of 10% of the issued and outstanding common shares of the Company, subject to any amendments that may be required by the TSX Venture Exchange or by the NEX;
The Company be authorized to abandon or terminate all or any part of the Stock Option Plan if the directors of the Company deem it appropriate and in the best interests of the Company to do so;
The Company be and is hereby authorized to grant options pursuant and subject to the terms and conditions of the Stock Option Plan;
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Any one or more of the directors and officers of the Company be authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Company or otherwise, all such documents and other writings, including treasury orders, stock exchange and securities commissions forms, as may be required to give effect to the true intent of this resolution.”

It is the intention of the person named in the enclosed instrument of proxy, if not expressly directed otherwise in such instrument of proxy, to vote such proxies FOR the ordinary resolution to reapprove the Stock Option Plan. An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

Management of the Company recommends that shareholders vote in favour of the above ordinary resolution.

APPROVAL OF SALE OF ASSETS

Transaction

At the Meeting, shareholders of the Company will be asked to approve a special resolution authorizing the sale of all of the Company’s assets.

Following a series of disposition of assets and an internal reorganization in 2019, the Company currently operates the business in research, development, production and sales of microbial feed additives and related products, through Health China Capital Limited, formerly Sunscape (Holding) Limited (“ Health HK ”). Health HK, incorporated in Hong Kong, is a wholly-owned subsidiary of the Company and its primary assets being 100% interest in LeHealth Institute (Dalian) Limited (“ LeHealth ”), a company incorporated under the laws of the People’s Republic of China (the “ PRC ”). LeHealth owns all of the issued and outstanding shares of Sino-Grain Bio-Tech (Dalian) Co., Ltd. (“ Sino-Grain ”), a PRC company, which is the sole operating entity of the Company.

The following chart sets forth the Company’s corporate structure as at the date hereof:

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==> picture [226 x 372] intentionally omitted <==

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

Sunshine Agri-Tech Inc.
(Canada)
100%
Health China Capital Limited
(formerly, Sunscape (Hong Kong) Limited)
(Hong Kong)
100%
LeHealth Institute (Dalian) Limited
(PRC)
100%
Sino-Grain Bio-Tech (Dalian) Limited
(PRC)
----- End of picture text -----

During the past couple of years, the business of the Company had been adversely affected by the continuous spread of Asfivirus in China. With the outspread and consequence of the COVID-19, the financial situation of the Company has become deteriorating. The sales revenues have declined while the operational losses in carrying and maintaining the subsidiaries increasing. Moreover, the Company has exposed itself to significant risks in replying on one single large customer in China (representing approximately 88% of total sales revenues), which has increased the uncertainty of the future outlook of the Company’s business.

In response to the financial hardship, the Board of the Company conducted a strategic review and explored various options. It has then determined that sale of all of its interest in Health HK (the “ Transaction ”) is currently the best alternative available to the Company to maximize shareholder value. The Transaction shall result in the Company no longer holding any assets or operations in China, and will provide the Company with flexibility of pursuing other strategic opportunities.

Evans & Evans Inc. was retained to conduct an independent valuation of Health HK and prepared a Comprehensive Valuation Report dated October 13, 2020, which concluded that the fair market value of Health HK to be in the range of $1,080,000 to $1,280,000.

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The Company entered into a share transfer agreement dated November 6, 2020 (the “ Share Transfer Agreement ”) with Nongpaike Bio-Tech (Dalian) Co., Ltd. (“ Nongpaike ”), an arm’s length party to the Company. Pursuant to the Share Transfer Agreement, the Company agrees to sell its 100% equity interest in Health HK to Nongpaike for $1,100,000 and the closing is subject to the approval of the shareholders of the Company and receipt of the Exchange. The Transaction, if approved and if all other conditions to closing are met, is expected to close on or before December 31, 2020.

Recommendation of the Board

The Board has unanimously approved the Transaction and sale of all of the Company’s assets to Nonpaike. The Board believes that the Transaction is in the best interest of the Company and fair to the shareholders of the Company based on the factors set out below:

Maximizing Shareholder Value : the Board concluded that the sale and purchase price under the Share Transfer Agreement is comparably the most favourable option to maximize shareholder value.
Simplifying Corporate Structure : the Board considers that the resulting simplified corporate structure of the Company following the Transaction would best position the Company for pursuing other strategic opportunities while eliminating the costs of carrying and maintaining the subsidiaries out of Canada.

The Board, accordingly, unanimously recommends the shareholders approve for the completion of the Transaction.

Rights Of Dissenting Shareholders

The Company is governed by the Business Corporations Act (British Columbia) (the “ BCBCA ”). Pursuant to Section 301 of the BCBCA, the Transaction constitutes a sale of all of it is undertaking by the Company. Registered shareholders of the Company will be entitled to exercise the right to dissent with respect to the Transaction (the “ Dissent Rights ”) under Division 2 of Part 8 of the BCBCA. Those registered shareholders who validly exercise their Dissent Rights (the “ Dissenting Shareholders ”) will be entitled to be paid fair value of their Common Shares. In order to validly exercise the Dissent Rights, registered shareholders must strictly comply with the dissent procedures as set out in Sections 237 to 247 of the BCBCA, a copy of which is attached to this Information Circular as Schedule C.

The following description of the registered shareholders’ Dissent Rights is not a comprehensive statement of the Dissent Rights and the procedures to be followed by a registered shareholder wishing to dissent to seek payment of the fair value of his, hers or its Common Shares and is qualified in its entirety by the reference to the full of Division 2 of Part 8 of the BCBCA which is attached to this Information Circular as Schedule C.

Registered shareholders of the Company who intend to exercise their Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA and consult with their own advisors. Failure to comply strictly with the provisions of the

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BCBCA, and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

Each registered shareholder of the Company may exercise the Dissent Rights under Sections 237 to 247 of the BCBCA in respect of Transaction. Non-Registered Holders who wish to dissent with respect to their Common Shares should be aware that only registered shareholders of the Company are entitled to dissent with respect to them. A registered shareholder such as an intermediary who holds Common Shares as nominee for Non-Registered Holders, some of whom wish to dissent, must exercise Dissent Rights on behalf of such Non-Registered Holders with respect to the Common Shares held for such Non-Registered Holders. In such case, the Notice of Dissent (as defined below) should set forth the number of Common Shares it covers.

Pursuant to Section 238 of the BCBCA, every Dissenting Shareholder who dissents from the Transaction in compliance with Sections 237 to 247 of the BCBCA will be entitled to be paid by the Company the fair value of the Common Shares held by such Dissenting Shareholder determined as at the point in time immediately before the passing of the Special Resolution (as defined below).

A Dissenting Shareholder must dissent with respect to all Common Shares in which the holder owns a beneficial interest. A Registered shareholder of the Company who wishes to dissent must deliver written notice of dissent (a “ Notice of Dissent ”) to the Company, c/o Fasken Martineau DuMoulin LLP, 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3 Attention: Sandy Wang by 3:00 p.m. (Pacific time) on December 8, 2020, and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA. Any failure by a registered shareholder to fully comply may result in the loss of that holder’s Dissent Rights. Non-Registered Holders who wish to exercise Dissent Rights must arrange for the registered shareholder holding their Common Shares to deliver the Notice of Dissent.

The delivery of a Notice of Dissent does not deprive a Dissenting Shareholder of the right to vote at the Meeting on the Special Resolution (as defined below); however, a Dissenting Shareholder is not entitled to exercise the Dissent Rights with respect to any of his or her Common Shares if the Dissenting Shareholder votes in favour of the Special Resolution (as defined below). A vote against the Special Resolution (as defined below), whether in person or by proxy, does not constitute a Notice of Dissent.

A Dissenting Shareholder must prepare a separate Notice of Dissent for him, her or itself, if dissenting on his, her or its own behalf, and for each other person who beneficially owns Common Shares registered in the Dissenting Shareholder’s name and on whose behalf the Dissenting Shareholder is dissenting and must dissent with respect to all of the Common Shares registered in his or her name beneficially owned by the Non-Registered Holders on whose behalf he or she is dissenting. The Notice of Dissent must set out the number of Common Shares in respect of which the Notice of Dissent is to be sent (the “ Notice Shares ”) and: (a) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered and beneficial owner, a statement to that effect; (b) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is both the registered and beneficial owner but the Dissenting Shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the registered shareholders, the number of Common Shares held by such registered shareholders and a statement that written Notices of Dissent has

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or will be sent with respect to such Common Shares; or (c) if the Dissent Rights are being exercised by a registered owner who is not the beneficial owner of such Common Shares, a statement to that effect and the name of the beneficial owner and a statement that the registered owner is dissenting with respect to all Common Shares of the beneficial owner registered in such registered owner’s name.

If the Transaction is approved by the Common Shareholders as required at the Meeting, and if the Company notifies the Dissenting Shareholders of its intention to act upon the Special Resolution (as defined below), the Dissenting Shareholder is then required within one month after the Company gives such notice, to send to the Company the certificates representing the Notice Shares and a written statement that requires the Company to purchase all of the Notice Shares. If the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a Non-Registered Holder who is not the Dissenting Shareholder, a statement signed by such NonRegistered Holder is required which sets out whether the beneficial owner is the beneficial owner of other Common Shares and if so, (i) the names of the registered shareholders of such Common Shares; (ii) the number of such Common Shares; and (iii) that dissent is being exercised in respect of all of such Common Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Common Shares and the Company is deemed to have purchased them. Once the Dissenting Shareholder has done this, the Dissenting Shareholder may not vote or exercise any shareholder rights in respect of the Notice Shares.

The Dissenting Shareholder and the Company may agree on the payout value of the Notice Shares; otherwise, either party may apply to the court to determine the fair value of the Notice Shares or apply for an order that value be established by arbitration or by reference to the registrar or a referee of the court. After a determination of the payout value of the Notice Shares, the Company must then promptly pay that amount to the Dissenting Shareholder.

A Dissenting Shareholder loses his or her Dissent Right if, before full payment is made for the Notice Shares, the Company abandons the corporate action that has given rise to the Dissent Right (namely, the Transaction), a court permanently enjoins the action, or the Dissenting Shareholder withdraws the Notice of Dissent with the Company’s consent. When these events occur, the Company must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A shareholder of the Company who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA. Non-Registered Holders who wish to dissent should be aware that only a registered shareholder is entitled to dissent.

The Company suggests that any shareholder wishing to avail himself or herself of the Dissent Rights seek his or her own legal advice, as failure to comply strictly with the applicable provisions of the BCBCA may prejudice the availability of such Dissent Rights. Dissenting Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive process.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights, it will lose its Dissent Rights, the Company will return to the Dissenting Shareholder the

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certificate(s) representing the Notice Shares that were delivered to the Company, and the Dissenting Shareholder will remain a Shareholder of the Company.

If a Dissenting Shareholder strictly complies with the foregoing requirements of the Dissent Rights, but the Transaction is not completed, the Company will return to the Dissenting Shareholder the certificates delivered to the Company by the Dissenting Shareholder, if any.

Special Resolution

The shareholders will be asked to ratify, approve, confirm and authorize, by a special resolution, by over 66.2/3% of the Common shares of the Company voting in person or by proxy at the Meeting, the following resolution (the “ Special Resolution ”):

“BE IT RESOLVED, as a special resolution of the shareholders of the Company, THAT:

The sale of 100% interest in LeHealth Institute (Dalian) Limited to Nongpaike Bio-Tech (Dalian) Co., Ltd. (the “ Transaction ”), as more particularly described and set forth in the management information circular (the “ Circular ”) of the Company dated November 9, 2020, is and be hereby ratified, authorized, confirmed
The following are and be hereby ratified, authorized, confirmed and approved:
(a) the Share Transfer Agreement and all the transactions contemplated therein; and
(b) the actions of the directors and officers of the Company in executing and delivering the Share Transfer Agreement and all the other transaction documents, and any amendments, modifications or supplements thereto, and the performance by the Company of its obligations thereunder.
Notwithstanding that this Resolution has been passed (and the Transaction adopted) by the shareholders of the Company, the directors of the Company are and be hereby authorized and empowered to, without notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the transaction documents and (ii) subject to the terms of the transaction documents, not to proceed with the Transaction.
Any officer or director of the Company is and be hereby ratified, authorized and directed for and on behalf of the Company to execute, deliver and file all other documents and instruments and to take all such other actions as in the opinion of such director or officer as may be necessary or advisable to implement this Resolution and the matters authorized and approved hereby, such determination to be conclusively evidence by the execution and delivery of any such document or instrument, and the taking of any such action”.

Board of the Company recommends that shareholders vote FOR the Special Resolution, and the person named in the enclosed Form of Proxy intends to vote FOR the approval of the Special Resolution at the Meeting unless the shareholder has specified that the Common shares represented by such proxy are to be voted against such Resolution.

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AUDIT COMMITTEE DISCLOSURE

Pursuant to the provisions of section 224 of the Business Corporations Act (British Columbia), the Company is required to have an Audit Committee comprised of at least three directors, the majority of whom must not be officers or employees of the Company.

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Audit Committee Charter

The Company’s Audit Committee is governed by an audit committee charter, the text of which is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

Name of Member	Independent(1)	Financially Literate(2)
Baojun Zhang	No	Yes
Raymond Lu	Yes	Yes
Xiang (George) Gao	Yes	Yes

Notes:

(1) A member of the audit committee is independent if he or she has no direct or indirect ‘material relationship’ with the Corporation. A material relationship is a relationship which could, in the view of the Corporation’s Board of Directors, reasonably interfere with the exercise of a member’s independent judgment. An executive officer of the Corporation, such as the President or Secretary, is deemed to have a material relationship with the Corporation.

(2) A member of the audit committee is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

The following is a brief description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.

Mr. Baojun Zhang is currently a director and Chief Executive Officer of the Company and has been a member of the Audit Committee since 2010. Mr. Zhang holds a Master of Business Administration from Dalian University of Technology

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Mr. Raymond Lu is Chartered Professional Accountant and a partner of a BC mid-size accounting firm. He has extensive public practice experience in providing assurance services to public companies, mainly in the manufacturing and resource industries. He has worked for both medium-sized and national accounting firms. Before starting his career in public practice in Canada, he was the chief financial officer of a private company based in Hong Kong. Mr. Lu obtained his Chartered Accountant designation in 2000 and has a Bachelor degree (with honours) in Accountancy.

Mr. Xiang (George) Gao is currently the Senior Vice President of Western Resources Corp. (TSX: WRX). Before that, he was the President of the Beijing Mining Exchange and was responsible for its overall strategy and operations. Mr. Gao has also worked as the Head of Business Development for the Toronto Stock Exchange and TSX Venture Exchange (“TSX”) , and the Chief Representative out of the TSX Beijing office. Mr. Gao obtained Master of Business Administration from Schulich School of Business.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Company’s Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4 or Part 8 of NI 52-110. Section 2.4 ( De Minimis Non-audit Services ) provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Part 8 ( Exemptions ) permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of nonaudit services as set out in the Audit Committee Charter of the Company. A copy of the Company’s Audit Committee Charter is attached as Schedule “A” to this Information Circular.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Auditrelated fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

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The aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as follows:

Financial Year Ended	Audit Fees	Audit Related Fees	Tax Fees	All other Fees
December 31,2019	$65,000	Nil	Nil	Nil
December 31,2018	$103,000	Nil	Nil	Nil

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58101 ”), the Company is required to disclose its corporate governance practices with respect to the corporate governance guidelines (the “Guidelines”) adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Company’s approach to corporate governance is set out below.

Board of Directors

The Board of the Company facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.

Xuexian Wang, Raymond Lu and Xiang (George) Gao are “independent” in that they are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Company, other than the interests and relationships arising from shareholding. Baojun Zhang is the Chief Executive Officer of the Company and Hengwei Zhang whose immediate family member is an executive officer of the Company are therefore not independent.

Each member of the Board understands that he is entitled, at the cost of the Company, to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances. No director found it necessary to do so during the financial year ended December 31, 2019.

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Directorships

Name of Director	Names of Other Reporting Issuers
Baojun Zhang	None
Xuexian Wang	 Elec-Tech International Co., Ltd., a company listed on the Shenzhen Stock Exchange in China  NVC Lighting Holding Limited, a company listed on the HongKong Stock Exchange
Raymond Lu	None
Xiang (George)Gao	None
Hengwei Zhang	None

Orientation and Continuing Education

The Board of the Company briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education.

Ethical Business Conduct

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

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company’s mission and strategic objectives, and a willingness to serve.

Compensation

The Board conducts reviews with regard to the compensation of the directors and Chief Executive Officer once a year. For additional information please see the discussion in the section entitled “ Statement Of Executive Compensation ”.

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Other Board Committees

The Board has no other committees other than the Audit Committee.

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

Board Guidelines and Policies

In addition to the foregoing, on June 15, 2019 the Board approved corporate governance guidelines for the conduct and operation of the Board and corporate disclosure policies to provide guidance and structure in disseminating corporate information in a timely, factual and accurate manner to investors, media representatives and the public, as well as to ensure compliance with all applicable laws, regulations, and rules of applicable stock exchanges on disclosure.

SHAREHOLDER PROPOSALS

Pursuant to Section 187 of the BCBCA, any notice of a Shareholder proposal intended to be raised at the annual general meeting of Shareholders of the Company to be held during 2021 must be submitted to the Company at its registered office, on or before April 30, 2021, to be considered for inclusion in the management information circular for that annual general meeting of Shareholders.

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent of the Common Shares is Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1.

OTHER MATTERS

Other than the above, management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the person named therein to vote on such matters in accordance with their best judgment.

ADDITIONAL INFORMATION

Additional information regarding the Company is available on SEDAR at www.sedar.com under “Company Profiles - Sunshine Agri-Tech Inc.”. The Company’s audited consolidated financial statements and management discussion and analysis (“MD&A”) for the period ended December 31, 2019 are available for review under the Company’s profile on SEDAR. Shareholders may contact the Company to request copies of the financial statements and MD&A by: telephone to 778-856-2296 (Ms. Xiaozhu Pang).

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APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

SCHEDULE “A”

SUNSHINE AGRI-TECH INC.

(the “Company”)

AUDIT COMMITTEE CHARTER

The following Audit Committee Charter was adopted by the Audit Committee of the Board of Directors and the Board of Directors of SUNSHINE AGRI-TECH INC. (the “ Company ”):

Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the Company’s Board of Directors (the “ Board ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;
review and appraise the performance of the Company’s external auditors; and
provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

Composition

The Committee shall be comprised of a minimum three directors as determined by the Board, each of whom shall be (i) free from any direct or indirect material relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee, and (ii) financially literate (as that term is defined below). All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company’s Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chairperson is elected by the full Board, the members of

the Committee may designate a Chairperson by a majority vote of the full Committee membership.

The Company and the Committee shall ensure that it satisfies the composition and other requirements adopted by any securities regulatory authority or stock exchange from time to time.

Meetings

The Committee shall meet a least quarterly or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review
(a) review and update this Audit Committee Charter annually;
(b) review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors;
(c) establish, review and periodically assess the adequacy of procedures for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements;
(d) approve the Report of Committee to be included in the Company’s Proxy Statement for its annual meeting of the Company’s shareholders.
External Auditors
(a) oversee the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;
(b) review annually the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;
(c) obtain annually a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1, as the same may be modified or supplemented;
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(d) discuss with the external auditors the matters required to be discussed by SAS No. 61, as the same may be modified or supplemented;
(e) review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;
(f) take or recommend that the full Board take appropriate action to oversee the independence of the external auditors;
(g) recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;
(h) review and approve the external auditors’ annual engagement letter;
(i) recommend to the Board the compensation to be paid to the external auditors;
(j) at each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;
(k) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;
(l) review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and
(m) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company and its subsidiaries to its external auditors during the fiscal year in which the non-audit services are provided,
(ii) such services were not recognized by the Company or its subsidiaries at the time of the engagement to be non-audit services, and
(iii) such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.
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Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Process
(a) in consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external;
(b) consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting;
(c) consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management;
(d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;
(e) following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;
(f) review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;
(g) review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented;
(h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;
(i) review certification process;
(j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
(k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Other
(a) communicate directly with the internal and external auditors;
(b) review any related-party transactions;
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(c) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(d) to set and pay compensation for any independent counsel and other advisors employed by the Committee; and

SCHEDULE B

SUNSHINE AGRI-TECH INC.

STOCK OPTION PLAN

Dated for Reference; July 29, 2013

1. PURPOSE

The purpose of this incentive stock option plan (the ‘Plan”) of Sunshine Agri-Tech Inc., a body corporate incorporated under the Business Corporations Act (British Columbia) (the ‘‘Company”), is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company to acquire shares in the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of their affairs.

2. ADMINISTRATION AND GRANTING OF OPTIONS

2.1 The Plan shall be administered by the Company’s Board of Directors (the “Board”) or, if appointed, by a special committee of directors appointed from time to time by the Board, subject to approval by the Board (such committee or, if no such committee is appointed, the Board, is hereinafter referred to as the “Committee”) pursuant to rules of procedure fixed by the Board.
2.2 The Committee may from time to time designate bona fide directors, officers, employees or consultants of the Company (the “Participants”) to whom options in purchase common shares of the Company (each, an “Option”) may be granted and the number of common shares to be optioned to each, provided that the total number of common shares to be optioned shall not exceed the number provided in Section 3 and 4 hereof. The Company represents that Participants who are granted Options will be bona fide directors, officers., employees or consultants of the Company at the time of grant.

3. SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 12 hereof, the shares to be offered under the Plan shall consist of Options to acquire up to a maximum of 10% of the number of common shares in the Company’s capital stock issued and outstanding at the time of such grant, The aggregate number of shares to be delivered upon the exercise of all Options granted under the Plan shall not exceed the maximum number of shares permitted under the rules of any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for the purpose of this Plan.

4. NUMBER OF OPTIONED SHARES

4.1 The number of shares subject to an Option to a Participant, other than a Consultant (as defined in the policies of the TSX Venture Exchange) and an Employee (as defined in the policies of the TSX Venture Exchange) conducting Investor Relations Activities (as defined in the policies of TSX Venture Exchange) shall be determined by the Committee, but no Participant, where the Company is listed on any stock exchange, shall be granted an Option which exceeds the maximum number of shares permitted under any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction. which maximum number of shares is presently an amount equal to 5% of the then issued and outstanding shares of the Company (on a non-diluted basis) in any 12 month period.
4.2 The maximum number of shares subject to an Option to a Participant who is a Consultant is presently limited to an amount equal to 2% of the then issued and outstanding shares of the Company (on a non-diluted basis) in any 12 month period
4.3 The number of options granted to all persons in aggregate who are employed to perform Investor Relations Activities is presently limited to an amount equal to 2% of the then issued and outstanding shares of the Company (on a non-diluted basis) in any 12 month period, provided that such Options vest in stages over a 12 month period with no more than 1/4 of the Options vesting in any 3 month period.

5. MAINTENANCE OF SUFFICIENT CAPITAL

The Company shall at times during the term of the Plan reserve and keep available such numbers of shares as will be sufficient to satisfy the requirements of the Plan.

6. PARTICIPATION

The Committee shall determine to whom Options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such Options shall be granted and the number of shares to be subject to each Option. An individual who has been granted an Option may, if the individual is otherwise eligible, and if permitted by any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction, be granted an additional Option or Options if the Committee shall so determine.

7. EXERCISE PRICE

The exercise price of the shares covered by each Option shall be determined by the Committee. The exercise price shall not be less than the price permitted by any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction. Currently, the minimum exercise price as determined by the TSX Venture Exchange is not less than the Discounted Market Price as defined by the TSX Venture Exchange).

8. DURATION OF OPERATION

Each Option and all rights thereunder shall be expressed to expire on the date set out in the option agreements and shall be subject to earlier termination as provided in Clauses 10 and 11.

9. OPTION PERIOD, CONSIDERATION AND PAYMENT

9.1 The option period (the “Option Period”) shall be a period of time fixed by the Committee, not to exceed the maximum period permitted by any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction, which maximum period is presently 10 years from the date the Option is granted, provided that the Option Period shall be reduced with respect to any Option as provided in Clauses 11 and 12 covering cessation as a director, officer, employee or consultant of the Company or death of the Participant,
9.2 Except as set forth in Clauses 11 and 12, no Option may be exercised unless the Participant is, at the time of such exercise, a director, officer, employee or consultant of the Company.
9.3 The exercise of any Option will be contingent upon receipt by the Company at its head office of a written notice of exercise, specifying the number of shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such shares with respect to which the Option is exercised, No Participant or his legal representatives, legatees or distributers will be, or will be deemed to be, a holder of any shares subject to an Option under this Plan unless and until the certificates for such shares are issued to such persons under the terms of the Plan.

10. HOLD PERIOD

Share certificates issued on exercise of an Option shall be legended in all cases as may be required by applicable securities laws and the rules of the TSX Venture Exchange (the “Exchange”).

11. CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT

11.1 If a Participant shall cease to be a director, officer, employee or consultant, as the case may be, of the Company for any reason (other than death), he may, but only within 90 days next succeeding his ceasing to be a director, officer, employee or consultant, exercise his Option to the extent that he was entitled to exercise it at the date of such cessation provided that, in the case of a Participant who is engaged in Investor Relations Activity on behalf of the Company, this 90 day period referenced herein shall be shortened to 30 days.
11.2 Nothing contained in the Plan, nor in any Option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, employee or consultant of the Company or of any affiliate.
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12. DEATH OF A PARTICIPANT

In the event of the death of a Participant, the Option previously granted to him shall be exercisable only within the 12 months next succeeding such death and then only:

(a) by the person or persons to whom the Participant’s rights under the Option shall pass by the Participant’s will or the laws of descent and distribution; and
(b) if and to the extent that he was entitled to exercise the Option at the date of his death.

13. ADJUSTMENTS

Appropriate and proportional adjustments in the exercise price of the Options and in the number of Options granted or to be granted may be made by the Committee in its discretion to give effect to adjustments in the number of common shares of the Company resulting from subdivisions, consolidations or reclassification of the common shares of the Company, the payment of stock dividends by the Company or other relevant charges in the capital of the Company.

14. TRANSFERABILITY

All benefits, rights and Options accruing to the Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of a Participant any benefits, rights and Options may only be exercised by the Participant.

15. AMENDMENT AND TERMINATION OF PLAN

The Committee may, at any time, suspend or terminate the Plan. The Board of Directors may, subject to such approvals as may be required under the rules of any stock exchange or which the common shares are then listed or other regulatory body having jurisdiction, also at any time amend or revise the terms of the Plan, PROVIDED that no such amendment or revision shall alter the terms of any Options theretofore granted under the Plan.

16. DISINTERESTED SHAREHOLDER APPROVAL

16.1 The ability of the Options to be exercised, and the obligation of the Company to issue and deliver shares in accordance with the Plan is subject to any approvals which may be required from the Company’s shareholders, any regulatory authority or stock exchange having jurisdiction over the securities of the Company so long as it remains a policy of the Exchange, the Company will obtain disinterested shareholder approval for:
(a) any reduction in the exercise price of the Option if the Participant is an insider of the Company at the time of the proposed amendment;
(b) the grant to any Participant within a 12 month period of a number of options exceeding 5% of the issued shares; and
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(c) the grant to any group of Participants, if the Participants are insiders of the Company at the time of the grant, within a 12 month period of a number or options exceeding 10% or the issued shares,
16.2 If any shares cannot be issued to the Participant for whatever reason, the obligation of the Company to issue such shares shall terminate and any Option exercise price paid to the Company will be returned to the Participant.

17. PRIOR PLANS

The Plan shall entirely replace and supersede any prior share option plans, if any, adopted by the Board of Directors of the Company or its predecessor companies.

18. EFFECTIVE DATE OF PLAN

The Plan has been adopted by the Board of Directors subject to the approval of any stock exchange on which the shares of the Company are to be listed or other regulatory body having jurisdiction and approval of the shareholders and, if so approved, the Plan shall become effective upon such approvals being obtained.

SCHEDULE C

DISSENT RIGHTS AND PROCEDURES

Division 2 of Part 8 (sections 237 to 247) of the British Columbia Business Corporations Act , S.B.C. 2002, c.57

Definitions and application

237 (1) In this Division:

“ dissenter ” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“ notice shares ” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“ payout value ” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

(d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or

(ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company’s community purposes within the meaning of section 51.91;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

(h) in respect of any court order that permits dissent.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder’s own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares, registered in the shareholder’s name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors’ resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,

(b) a statement advising of the right to send a notice of dissent, and

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
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(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

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(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and

(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder’s name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and

(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

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(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,

(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,

(b) the certificates, if any, representing the notice shares, and

(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and

(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect

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to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or

(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter’s notice shares, or

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(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or

(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

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(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

AI assistant

Thunder Mountain Gold, Inc. — Proxy Solicitation & Information Statement 2020

46643_rns_2020-11-13_c8e65de1-2197-4576-84fb-b1ae8d1d9a72.pdf

SUNSHINE AGRI-TECH INC.

ANNUAL AND SPECIAL GENERAL MEETING

INFORMATION CIRCULAR

SUNSHINE AGRI-TECH INC.

INFORMATION CIRCULAR

INTRODUCTION

PROXIES AND VOTING RIGHTS

Management Solicitation

Appointment of Proxy

Revocation of Proxies

Voting of Common Shares and Proxies and Exercise of Discretion by Designated Person

SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED SHAREHOLDERS

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

RECEIPT OF FINANCIAL STATEMENTS

NUMBER OF DIRECTORS

Management recommends the approval of the resolution to set the number of directors of the Company at five.

ELECTION OF DIRECTORS

Management recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year.

Cease Trade Orders and Bankruptcy

Bankruptcies

Penalties or Sanctions

APPOINTMENT OF AUDITOR

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Oversight and Description of Director and NEO Compensation

Overview, Philosophy and Objectives

Compensation Program

Base Compensation

Short Term Incentives

Long-Term Incentives

Corporate Goals

Risk Management Disclosure

Compensation Governance

Pension Plan Benefits

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

“ Informed person ” means:

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

RE-APPROVAL OF STOCK OPTION PLAN

APPROVAL OF SALE OF ASSETS

Transaction

Recommendation of the Board

Rights Of Dissenting Shareholders

BCBCA, and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

Special Resolution

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Composition of the Audit Committee

Notes:

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

Board Guidelines and Policies

SHAREHOLDER PROPOSALS

TRANSFER AGENT AND REGISTRAR

OTHER MATTERS

Thunder Mountain Gold, Inc. Proxy Solicitation & Information Statement 2020