Trillium Acquisition Corp. — Proxy Solicitation & Information Statement 2023

Jul 18, 2023

TRILLIUM ACQUISITION CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders") of Trillium Acquisition Corp. (the "Company") will be held virtually on August 9, 2023 at 2:30 p.m. (Toronto time) via WebEx:

Event No.: 2771 877 7728 Password: Trillium2023 Event Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=m11f3b27c8e098c7f96837d056378a788

for the following purposes:

• 1. to receive and consider the consolidated audited financial statements of the Company, together with the auditor's report thereon, for the fiscal years ended December 31, 2022 and December 31, 2021;
• 1. to appoint the auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
• 1. to set the number of directors at four (4) and to elect the directors of the Company until the next annual general shareholders meeting of the Company;
• 1. to consider and, if deemed advisable, to pass, an ordinary resolution to approve the renewal of the Company's 10% rolling incentive stock option plan (the "Rolling Stock Option Plan"), a summary of the material terms of the Rolling Stock Option Plan is set forth in the accompanying Management Information Circular; and
• 1. to transact such other business as may properly come before the Meeting or any adjournment or postponements thereof.

The details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting, which is supplemental to and expressly made part of this Notice.

We will hold the Meeting in a virtual only format. In order to join the Meeting, please register through the link provided on or before Monday, August 7, 2023 at 2:30 p.m. (Toronto time) at:

Event No.: 2771 877 7728 Password: Trillium2023 Event Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=m11f3b27c8e098c7f96837d056378a788

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting.

Shareholders are invited to virtually attend the Meeting. Registered Shareholders who are unable to attend the Meeting are requested to read the Management Information Circular and the form of proxy which accompanies this Notice of Meeting and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to the Company's transfer agent, TSX Trust Company, Proxy Dept., 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Facsimile 416-595-9593, by fax, hand or by mail or to the Company's head office at the address listed on the cover page of this Management Information Circular, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment.

DATED at Toronto, Ontario, this 10 th day of July, 2023.

By Order Of The Board of Directors

/s/ "Kelly Hanczyk"

Kelly Hanczyk, Director

TRILLIUM ACQUISITION CORP.

MANAGEMENT INFORMATION CIRCULAR

(As at July 10, 2023, except as indicated)

This Management Information Circular (the "Circular" or "Information Circular") is provided in connection with the solicitation of proxies by the management of Trillium Acquisition Corp. (the "Company") for use at the annual general and special meeting of the shareholders of the Company ("Shareholders") to be held on August 9, 2023 (the "Meeting") at 2:30 p.m. (Toronto Time) in virtual format only, and there will be no physical meeting location. Therefore, the Shareholders of the Company will have an equal opportunity to participate at the Meeting online. The Meeting will be held virtually via WebEx:

Event No.:	2771 877 7728
Password:	Trillium2023
Event Link:	https://mcmillan.webex.com/mcmillan/j.php?MTID=m11f3b27c8e098c7f96837d056378a788

If you intend to virtually attend the Meeting, please register at the link provided above on or before Monday, August 7, 2023 at 2:30 p.m. (Toronto time). If you are not able to attend the Meeting, please read this Circular and the form of proxy and complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to the Company's transfer agent, TSX Trust Company ("TSX Trust" or the "Transfer Agent"), Proxy Dept., 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Facsimile 416-595-9593. Non-registered Shareholders who receive the Circular and form of proxy through an intermediary must deliver the voting form provided in accordance with the instructions given by such intermediary. To be effective, proxies must be received by TSX Trust no later than Monday, August 7, 2023 at 2:30 p.m. (Toronto time), or in the case of any adjournment of the Meeting not later than 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays, or any adjournment thereof.

Please note that only registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the virtual Meeting by providing their full name. Voting at the Meeting will be conducted by roll call. There will be no in-person voting at the Meeting; Shareholders are encouraged to vote and send in their respective proxy ahead of the Meeting. You may join the Meeting via your smartphone, tablet or computer. Please ensure that you are connected to the internet at all times to be able to vote. On the day of the Meeting, you should log into the Meeting by 2:15 p.m. (Toronto time) on the date of the Meeting to confirm your attendance with the scrutineer of the Meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholders may also virtually attend the Meeting as guests. Guests will be able to virtually attend and listen to the Meeting but will not be able to vote or ask questions during the Meeting. If your shares are held by your broker or you are otherwise a beneficial Shareholder, please see the heading below entitled "Advice to Beneficial Shareholders" for information on how to vote.

PROXIES

Solicitation of Proxies

This Circular is furnished in connection with the solicitation, by or on behalf of the management of the Company, of proxies to be used at the Meeting. The costs incurred by the solicitation of proxies shall be borne by the Company.

Appointment of Proxyholder

The persons named in the form of proxy prepared for the Meeting are directors and officers of the Company. A Shareholder has the right to appoint as proxyholder a person (who is not required to be a Shareholder) other than the persons whose names are printed as proxyholders in the form of proxy, by striking out said printed names and inserting the name of his or her chosen proxyholder in the blank space provided for that purposes in the form of proxy and delivering the completed proxy with the Transfer Agent addressed at TSX Trust Company, Proxy Dept., 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Facsimile 416-595-9593, no later than 2:30 p.m. (Toronto time) on Monday, August 7, 2023, or if the Meeting is adjourned, no later than 48 hours (excluding Saturday, Sunday and holidays) before such adjourned Meeting, as per the instructions on the form of proxy.

Non-registered Shareholders desiring to appoint a person other than the person named on the voting instruction form (of other instrument provided for the Meeting) to attend and act on his, her or its behalf at the Meeting may do so by following the instructions set out therein and delivering the required instrument by the deadlines set out above (or such earlier deadlines as may be set out in the voting instruction form or other instrument) to the party specified therein.

Each Shareholder is entitled to appoint a person to represent such Shareholder at the Meeting, who need not be one of the persons named in the accompanying form of proxy.

A proxy must be signed in writing or, subject to the means of electronic signature permitting a reliable determination that the document was created or communicated by or on behalf of the Shareholder or the attorney, as the case may be, by electronic signature by the Shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized. A proxy given pursuant to this solicitation may be revoked by written instrument, including another proxy bearing a later date, executed by the Shareholder or by his, her, or its attorney authorized in writing, and deposited at TSX Trust, Attn: Proxy Dept, Proxy Dept., 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Facsimile 416- 595-9593, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the chairman of such Meeting on the day of the Meeting, or adjournment thereof, or in any other manner permitted by law.

Revocation of Proxy

In addition to any other manner permitted by law, the Business Corporations Act (Ontario) provides that a Shareholder may revoke a proxy before it is exercised by: (i) depositing an instrument in writing signed in the same manner as the proxy at the registered office of the Company at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, at which the proxy is to be used or with the chair of such Meeting on the day of the Meeting or an adjournment thereof; or (ii) transmitting, by telephonic or electronic means, a revocation that complies with the same requirements as the proxy and that, subject to the means of electronic signature permitting a reliable determination that the document was created or communicated by or on behalf of the Shareholder or the attorney, as the case may be, is signed by electronic signature.

A Shareholder attending the Meeting has the right to vote and if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

Voting of Proxies

The shares voted at the Meeting where a choice is specified in respect of any matter to be acted upon, will be voted or withheld from voting or voted in favour or against, as applicable in accordance with the instructions of the Shareholder on any ballot that may be called for. Where a choice is specified on a proxy, securities represented by the proxy will be voted in accordance with the choice so specified in the proxy. WHERE NO CHOICE IS SPECIFIED, THE PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR THE ITEM OF BUSINESS AS SET OUT IN THE NOTICE OF MEETING AND AS STATED ELSEWHERE IN THIS MANAGEMENT INFORMATION CIRCULAR.

The form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matter identified in the accompanying Notice of Meeting, and with respect to other matters, which may properly come before the Meeting, in such manner as such nominee in his or her judgment, may determine.IF OTHER MATTERS WHICH ARE NOT PRESENTLY KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PERSON OR PERSONS VOTING THE PROXY. As of the date of this Management Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the accompanying Notice of Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold common shares in the capital of the Company ("Common Shares") in their own name.

In many cases, Common Shares beneficially owned by a holder (a "Beneficial Holder") are registered either (a) in the name of an intermediary that the Beneficial Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (b) in the name of a depository (such as Clearing and Depository Services Inc. or "CDS"). Beneficial Holders should note that only proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Holder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Holder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to forward meeting materials to Beneficial Holders, unless the Beneficial Holder has waived the right to receive them, and seek voting instructions from Beneficial Holders in advance of Shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Holders in order to ensure that their Common Shares are voted at the Meeting.

The voting instruction form supplied to such Beneficial Holders by their broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) on how to vote on behalf of the Beneficial Holder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada. Broadridge typically prepares a machinereadable voting instruction form, mails those forms to Beneficial Holders and asks Beneficial Holders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Holder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker, CDS & Co. or another intermediary, the Beneficial Holder may virtually attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Holders who wish to virtually attend the Meeting virtually and indirectly vote their Common Shares as proxyholder, should enter their own names in the blank space on the voting instruction form provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

Beneficial Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxyrelated materials to such NOBOs.

Management of the Company does not intend to pay for intermediaries to forward to OBOs the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and that in the case of an OBO, the OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

All references to Shareholders in this Circular and the accompanying form of proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the approval of the renewal of the Company's Rolling Stock Option Plan (as defined below), approval of which will be sought at the Meeting. Directors and executive officers of the Company may participate in the Company's Rolling Stock Option Plan, and accordingly have an interest in its approval. See "Particulars of Matters to be Acted Upon".

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of Common Shares. As of July 10, 2023 (the "Record Date"), the Company had 17,227,400 Common Shares outstanding. All Common Shares in the capital of the Company are of the same class and each Common Share carries the right to one vote. Only those Shareholders of record on the Record Date are entitled to attend and vote at the Meeting.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, there are no persons that beneficially own, directly or indirectly, or exercise control or direction over, 10% or more of the Common Shares except for:

Name and Municipality of Residence	Type of Ownership	No. of Common Shares	Percentage of Outstanding Common Shares
Theodore Manziaris, Toronto, Ontario, Canada	Direct	2,800,000	16.3%

EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V.

The following persons are considered the "Named Executive Officers" or "NEOs" for the purposes of this disclosure:

• (i) the Company's chief executive officer ("CEO");
• (ii) the Company's chief financial officer ("CFO");
• (iii) each of the Company's most highly compensated executive officers, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually more than \$150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for the December 31, 2022 year end; and
• (iv) each individual who would be a Named Executive Officer under paragraph (c) but for the fact the individual was neither an executive officer, nor acting in a similar capacity at December 31, 2022.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table provides a summary of compensation paid or accrued, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and director of the Company during the Company's most recent financial years ended December 31, 2022, and December 31, 2021

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees(1) (\$)	Value of perquisites(2) (\$)	Value of all other compensation (\$)	Total compensation(3) (\$)
Kelly Hanczyk (CEO, CFO, and President. Former Secretary)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Catherine Wilson (Former CEO, President, CFO, Secretary, Treasurer, Director)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Theodore Manziaris, (Director)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
David Davies (Director)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Deborah Bell (Director)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) There is no standard meeting fee or committee fee for attendance at directors' meetings or serving on committees.

(2) The value of perquisites and benefits, if any, was less than \$15,000.

(3) As the Company is a CPC, the Company is prohibited from paying any kind of remuneration to directors until such time as it completes its Qualifying Transaction (as such term is defined under the policies of the TSX Venture Exchange).

Stock Options and Other Compensation Securities

The following table of compensation securities provides a summary of all compensation securities granted, or issued by the Company to each NEO and director of the Company for the fiscal year ended December 31, 2022, for services provided or to be provided, directly or indirectly, to the Company.

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
Kelly Hanczyk (Interim CEO, CFO, and President. Former Secretary)	-	-	-	-		-	-
Catherine Wilson (Former CEO, President, CFO, Secretary, Treasurer, Director)	-	-	-	-		-	-
Theodore Manziaris, (Director)	-	-	-	-		-	-
David Davies (Director)	-	-	-	-		-	-
Deborah Bell (Director)	-	-	-	-		-	-

Exercise of Compensation Securities by Directors and NEOs

During the financial year ending December 31, 2022, none of the Named Executive Officers or directors exercised any stock options.

Stock Option Plans and Other Incentive Plans

See "Approval of Rolling Stock Option Plan" below for the material terms of the Company's Rolling Stock Option Plan. The Company adopted a stock option plan in accordance with the policies of the TSX Venture Exchange (the "TSXV") on November 15, 2019. On May 3, 2022, at the annual general and special meeting of the Company and the shareholders voted the option plan be amended to implement the Rolling Stock Option Plan pursuant to which the total number of Common Shares reserved for issuance is 10% of the issued and outstanding Common Shares as of the grant date, rather than at the closing date of the initial public offering. The Company's Rolling Stock Option Plan will be submitted for reapproval by the Shareholders at the Meeting.

Employment, Consulting and Management agreements

As of the date of this Circular, the Company has no employment, consulting, or management agreements.

Oversight and Description of Director and Named Executive Officer Compensation

As the Company is a CPC, the Company is prohibited from paying any kind of remuneration to directors and Named Executive Officers until such time as it completes its Qualifying Transaction. As a CPC, it does not have a formal or informal compensation program. Except as set out below or otherwise disclosed in this Information Circular, prior to the completion of a Qualifying Transaction, no payment of any kind has been made, or will be made, directly or indirectly, by the Company to a non- arm's length party to the Company or a non-arm's length party to the Qualifying Transaction, or to any person engaged in investor relations activities in respect of the securities of the Company or any resulting issuer by any means, including:

• (a) remuneration, which includes but is not limited to:
• (i) salaries;
• (ii) consulting fees;
• (iii) management contract fees or directors' fees;
• (iv) finder's fees;
• (v) loans,
• (vi) advances,
• (vii) bonuses; and
• (b) deposits and similar payments.

Although the Company may reimburse non-arm's length parties for the Company's reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value ("Permitted Reimbursement"), there have been no such Permitted Reimbursements since incorporation. No Permitted Reimbursement may be made for any payment made to lease or buy a vehicle. The directors and officers of the Company have also been granted directors' and officers' options.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Pursuant to the Stock Option Plan, the board of directors of the Company (the "Board") may grant to directors, officers, employees, management company employees and consultants of the Company stock options to purchase Common Shares (the "Options").

The following table sets out equity compensation plan information as at the end of the financial year ended December 31, 2022:

	Number of securities to be issued upon exercise of outstanding Options	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	568,410(2)	\$0.10	1,154,330
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	568,410	\$0.10	1,154,330

Notes:

⁽¹⁾ The Stock Option Plan provides that the aggregate number of securities reserved for issuance under the Stock Option Plan may not exceed 10% of the issued and outstanding Common Shares at the time of granting the Options.

⁽²⁾ The Company granted 1,200,000 Options to its directors and officers upon listing pursuant to the prior version of its stock option plan. Such Options are exercisable within five years from the date of grant at an exercise price of \$0.10 per Common Share and immediately vested. During the year ended December 31, 2020, 189,470 Options were forfeited. On March 31, 2021, an additional 442,120 Options were forfeited.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our directors or executive officers, proposed nominees for election as directors, or associates of any of them, is or has been indebted to the Company at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Information Circular.

AUDIT COMMITTEE

Under this heading, the Company is including the disclosure required by Form 52-110F2 of National Instrument 52-110 - Audit Committees ("NI 52-110").

Audit Committee Charter

The Audit Committee Charter was adopted by the Company's Audit Committee and the Board. The full text of the Company's Audit Committee Charter is attached as Schedule "A" to this Information Circular.

Composition of the Audit Committee

As of the date of this Information Circular, the following are the members of the Audit Committee:

Name of Member	Independent(1)	Financially Literate(1)
David Davies	Yes	Yes
Theodore Manziaris	Yes	Yes
Deborah Bell	Yes	Yes

Notes:

(1) As such term is defined in NI 52-110.

Relevant Education and Experience of Audit Committee Members

The education and experience of each member of the Audit Committee relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

• 1. an understanding of the accounting principles used by the Company to prepare its financial statements;
• 1. the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
• 1. experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and
• 1. an understanding of internal controls and procedures for financial reporting, are as follows:

Please see "Election of Directors - Biographies of the Proposed Directors" for educational experience of the Audit Committee members.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110 regarding De Minimis Non-audit Services or on a Regulatory Order Generally

Since the commencement of the Company's most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 (which exempts all non-audit services provided by the Company's auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor's annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year's audit), the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), the exemption in subsection 6.1.1(5) (Events Outside of Control of Member), the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) or an exemption from NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees (By Category)

The following table discloses the fees billed to the Company by its external auditor during the last two financial years:

Financial Year Ending	Audit Fees (1)	Audit-Related Fees (2)	Tax Fees (3)	Fees (4) All Other
December 31, 2022	\$35,824	Nil	Nil	Nil
December 31, 2021	\$37,968	Nil	Nil	Nil

Notes:

(1) "Audit Fees" include fees necessary to perform the annual audit and if applicable, quarterly reviews of the Company's consolidated financial statements. "Audit Fees" include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. "Audit fees" also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition & Reporting Obligations

Since the Company is a venture issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in 'Composition of the Audit Committee' above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Information Circular).

CORPORATE GOVERNANCE

National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian securities administrators requires the Company to annually disclose certain information regarding its corporate governance practices. Under this heading, the Company is providing the disclosure required by Form 58-101F2.

Board of Directors

The Board has responsibility for the stewardship of the Company including responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems.

⁽²⁾ "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

⁽³⁾ "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. These fees relate to preparing and filing the Company's Canadian tax return and related schedules.

⁽⁴⁾ "All Other Fees" includes all other non-audit services.

The Board sets long term goals and objectives for the Company and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Board delegates the responsibility for managing the day-to-day affairs of the Company to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Company and its business. The Board is responsible for protecting Shareholders' interests and ensuring that the incentives of the Shareholders and of management are aligned.

As part of its ongoing review of business operations, the Board reviews, as frequently as required, the principal risks inherent in the Company's business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Audit Committee, the Board also assesses the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Board, the Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. Management of the Company is authorized to act without board approval, on all ordinary course matters relating to the Company's business.

The Board also monitors the Company's compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution. The Board isresponsible for selecting the President and appointing senior management and for monitoring their performance.

The Board considers that the following directors 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 the best interests of the Company, other than interests and relationships arising from shareholding: Theodore Maziaris, Deborah Bell, David Davies. The Board considers that Kelly Hanczyk, CEO, CFO, and President of the Company is not independent.

Directorships

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
Kelly Hanczyk	Nexus Industrial Real Estate Investment Trust
Deborah Bell	None
Theodore Manziaris	None

Certain of the directors are presently a director of one or more other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction, as follows.

Orientation and Continuing Education

David Davies None

The Board is responsible for providing orientation for all new recruits to the Board. Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Company's business will be necessary and relevant to each new director. The Company provides continuing education for its directors as the need arises and encourages open discussion at all meetings, which format encourages learning by the directors.

Ethical Business Conduct

The Board relies on the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law to ensure the Board operates independently of management and in the best interests of the Company. The Board has found that these, combined with the conflict of interest provisions of the Business Corporations Act (Ontario), as well as the relevant securities regulatory instruments ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

The Board performs the functions of a nominating committee with respect to appointment of directors. The Board believes that this is a practical approach at this stage of the Company's development. While there are not specific criteria for board membership, the Company attempts to attract and maintain directors with business knowledge, which assists in guiding management of the Company.

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders. The Board takes into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

Compensation

As the Company is a CPC, the Company is prohibited from paying any kind of remuneration to directors until such time as it completes its Qualifying Transaction. Upon completion of its Qualifying Transaction, the Company anticipates that the Board will conduct reviews with regard to the compensation of the directors and Named Executive Officers.

Other Board Committees

The Board has no other committees other than the Audit Committee described in this Information Circular under the heading "Audit Committee".

Assessments

The Board annually reviews its own performance and effectiveness as well as reviews the Audit Committee Charter and recommends revisions as necessary. Neither the Company nor the Board has adopted formal procedures to regularly assess the Board, the Audit Committee or the individual directors as to their effectiveness and contribution. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

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

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company's corporate governance practice allows the Company to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

MANAGEMENT CONTRACTS

The management functions of the Company are not to any substantial degree performed by any person other than the executive officers and directors of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no Proposed Director (as defined herein), and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of our last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company, other than as disclosed under the heading "Particulars of Matters to be Acted Upon".

An "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, directly or indirectly, voting securities of the Company or who exercises control or direction over 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; and
• (d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, so long as it holds any of its securities.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receipt of Financial Statements

The annual consolidated financial statements of the Company together with the auditor's report thereon for the fiscal years ended December 31, 2022 and December 31, 2021 will be tabled at the Meeting. No vote by the Shareholders with respect to the financial statements is required or proposed to be taken.

Appointment of Auditor

Management of the Company intends to nominate Richter LLP, Chartered Professional Accountants, of Toronto, Ontario, for re-appointment as our auditor to hold office until the next annual general meeting. Richter LLP has been the Company's auditors since the Company's incorporation on October 23, 2019. We propose that the Board be authorized to fix the remuneration to be paid to the auditor.

The Board believes the re-appointment of Richter LLP as auditors of the Company is in the best interests of the Company, and recommends that the Shareholders vote IN FAVOUR of re-appointing Richter LLP as auditors. Unless otherwise instructed, the proxies solicited by management will be voted FOR the appointment of Richter LLP, Chartered Professional Accountants, as the Company's auditor.

Election of the Directors

The Board currently consists of four (4) directors (the "Current Directors"), all of whom are elected annually. The term of office for each of the Current Directors of the Company expires at the Meeting. Unless a director's office is vacated earlier in accordance with the provisions of the Business Corporations Act (Ontario), each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

At the Meeting, Shareholders of the Company will be asked to fix the number of directors of the Company at four (4) directors, and to elect the proposed directors ("Proposed Directors") set out below to hold offices until the next annual general meeting of the Shareholders and the successors of such directors are elected or appointed.

The Company's Shareholders will be able to vote in favour of, or withhold from voting, separately for each of the Proposed Directors.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted FOR the Proposed Directors listed directly below in this Information Circular. Management does not contemplate that any of Proposed Directors will be unable to serve as directors; however, if for any reason any of the Proposed Directors do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the Shareholder has specified in his proxy that his Common Shares are to be withheld from voting in the election of directors.

The following table sets forth certain information regarding each of the Proposed Directors. The names of the Proposed Directors of the Company, their province/state and country of residence, their current positions with the Company, the number and percentage of voting securities of the Company beneficially owned by them, directly or indirectly (on a nondiluted basis), or over which control or direction is exercised, and their principal occupations during the past five years are as follows:

Name, Province/State and Country of Residence and Present Office Held	Periods Served as Director	Number of Common Shares Beneficially Owned, Directly or Indirectly, or over which Control or Direction is Exercised (1)	Principal Occupation and, if Not Previously Elected, Principal Occupation during the Past Five Years
Kelly Hanczyk(2) Director, CEO, CFO, and President Oakville, Ontario, Canada	October 23, 2019 - Present	300,000	Chief Executive Officer of Nexus REIT
Theodore Manziaris Director Toronto, Ontario, Canada	October 23, 2019 - Present	2,800,0001	Entrepreneur
Deborah Bell Director Toronto, Ontario, Canada	June 15, 2020 – Present	0	Realtor at Keller Williams Portfolio Realty
David Davies Director Vancouver, British Columbia, Canada	October 23, 2019 - Present	1,000,000	Lawyer, Partner at Thorsteinsons LLP

Notes:

(1) As at March 30, 2022.

(2) Denotes a member of the Audit Committee.

Biographies of the Proposed Directors

Kelly Hanczyk

Kelly Hanczyk is a resident of Toronto, Ontario. Kelly is the Chief Executive Officer and a trustee of Nexus REIT, prior to being appointed to his current position, he was the President, Chief Executive Officer and a director of Edgefront Realty Corp., a predecessor to Edgefront REIT, from July 2012 to January 2014. Prior to that he was the Chief Executive Officer and a trustee of TransGlobe Apartment Real Estate Investment Trust (a TSX listed real estate investment trust) overseeing its growth from its initial public offering to over \$1 billion in market capitalization. Mr. Hanczyk was also the Chief Executive Officer of TransGlobe Investment Management Ltd. (a real estate management company) from November 2009 to September 2011 and prior to his appointment as Chief Executive Officer, he held the positions of Chief Operating Officer and Senior Vice President of Asset Management within the TransGlobe group of companies. From September 2006 to October 2007, Mr. Hanczyk was the Vice President of Asset Management for Whiterock Real Estate Investment Trust (a TSX listed real estate investment trust). Prior to that, he was the Director of Operations and Leasing for Summit Real Estate Investment Trust (another TSX listed real estate investment trust). Mr. Hanczyk has extensive experience in all disciplines of commercial and residential real estate including corporate strategy, leasing, development, acquisitions and dispositions, financing, property management and asset management. He obtained a Bachelor of Business Administration degree from Acadia University.

Theodore Manziaris

Theodore Manziaris ("Ted") resides in Toronto, Ontario. Ted was a co-founder of the highly successful Canadian Based Turtle Island Recycling Corporation, which was acquired by GFL Environmental in 2011. Mr. Manziaris was also a founder of Edgefront REIT, a publically traded company on the TSXV which has now evolved into Nexus REIT. Ted also was a co-founder of Toronto's largest real-estate brokerage firm, Right at Home Realty. He continues to dedicate

¹ NTD: Please confirm. Information not available on SEDI.

himself to new business ventures including partnering into the 32nd NHL Hockey Franchise in Seattle WA and purchasing GP8 Oxygen Water in Toronto. Ted is an avid contributor to many charitable organizations in Canada and founded The Toronto Greek Film Retrospective in 2010. He holds a Bachelor of Arts degree from the University of Western Ontario and Doctor of Laws (Hon) from Assumption University in Windsor Ontario. Mr. Manziaris has extensive public company experience, including mergers and acquisitions, financing, and corporate governance.

David Davies

David Davies is a resident of Vancouver, British Columbia and has been a partner with Thorsteinssons LLP, Tax Lawyers since 1996. Mr. Davies began his career in tax planning before turning to tax litigation. He has appeared in the Tax Court of Canada on numerous occasions, the Federal Courts of Canada, and the provincial Courts of Ontario and British Columbia and was qualified as an expert witness in tax-related litigation. He obtained his LL.B., and B. Comm. (Urban Land Economics) from the University of British Columbia.

Deborah Bell

Deborah Bell is a resident of Toronto, Ontario. Deborah currently advises clients investing in real estate and has over 13 years of real estate experience. Prior to real estate, Deborah held senior roles in internal audit and risk management at major retail corporations including Hudson's Bay Company (HBC), Bata and Sears Canada. Her most recent corporate role was as Director of Audit for Sears Canada. Her projects included reviews related to the real estate portfolios of these companies. Deborah has been a licensed real estate sales representative since 2006 and she is a member of the Toronto Real Estate Board. She is a Chartered Accountant (CA), Chartered Professional Accountant (CPA) who has a BA – Economics from Western University and a Graduate Diploma in Public Accountancy from McGill University.

Penalties, Sanctions, Corporate Cease Trade Orders or Bankruptcies

Except as disclosed herein, no Proposed Director is or has been, within the past 10 years, a director, chief executive officer or chief financial officer of any company that, while the person was acting in that capacity:

• (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 of the above, "order" means: (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

No Proposed Director has, within the past 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Proposed Director.

To the knowledge of the Company, no Proposed Director 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 Shareholder in deciding whether to vote for a Proposed Director. .

No Proposed Director is or has been, within the past 10 years, a director or executive officer of any company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, become 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.

Approval of Rolling Stock Option Plan

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution in the form set out below (the "Stock Option Plan Resolution"), approving the Company's 10% rolling stock option plan (the "Rolling Stock Option Plan"). a summary of the terms of the Stock Option Plan are set forth below.

On May 3, 2022, the annual general and special meeting of the Company was was held, and the shareholders voted that the existing option plan be amended to become the Stock Option Plan. The Rolling Stock Option Plan provides that the number of Common Shares issuable under the plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not, while the Company is a CPC, exceed 10% of the total number of issued and outstanding Common Shares at the time of the grant to an Eligible Person (as defined herein). As at the date of this Information Circular, options have been granted and remain outstanding to purchase an aggregate of 568,410 Common Shares.

The purpose of the Rolling Stock Option Plan is to provide incentives to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Rolling Stock Option Plan is administered by the Board and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

The following summary of the Rolling Stock Option Plan does not purport to be complete and is qualified in its entirety by reference to the Rolling Stock Option Plan. A full copy of the Rolling Stock Option Plan is available upon request. The material terms of the proposed Rolling Stock Option Plan are as follows:

• (a) options may only entitle the holder to acquire Common Shares;
• (b) options may be granted to any eligible person under the Rolling Stock Option Plan (each an "Eligible Person"), being a bona fide: director, officer, employee, management company employee, consultant, or company consultant of the Company;
• (c) the Company shall not grant options to any Eligible Person in any 12 month period which could, when exercised, result in the issuance of Common Shares exceeding 5% of the issued and outstanding Common Shares, unless the Company has obtained disinterested Shareholder approval;
• (d) the Company shall not grant options to any one consultant in any 12 month period which could, when exercised, result in the issuance of Common Shares exceeding 2% of the issued and outstanding Common Shares;
• (e) the Company shall not grant options to any person providing Investor Relations Activities (as defined in the TSXV's Corporate Finance Manual), when exercised, result in the issuance of common shares exceeding 2% of the issued and outstanding Common Shares, without the prior consent of the TSXV (or NEX where applicable);
• (f) the Company shall not reserve options for issuance for any individual director or senior officer which would exceed 5% of the issued and outstanding Commons Shares at the time the shares are reserved for issuance;
• (g) the Company shall not reserve options for issuance for all technical consultants which would exceed 2% of the issued and outstanding Common Shares at the time the shares are reserved for issuance;
• (h) the Company shall not reserve options for issuance for all Eligible Charitable Organizations (as defined in the TSXV's Corporate Finance Manual Policies) which would exceed 1% of the issued and outstanding Common Shares at the time the shares are reserved for issuance;
• (i) the exercise price of an option shall be set by the Board at the time such option is allocated under the Rolling Stock Option Plan and shall not be the lesser of: (i) \$0.10; and (ii) the Discounted Market Price (as defined in the TSXV's Corporate Finance Manual);
• (j) an option granted under the Rolling Stock Option Plan can be exercisable up to a maximum of ten years from the respective option's effective date;
• (k) if any option expires or otherwise terminates for any reason without having been exercised in full, the number of Common Shares in respect of which the option expired or terminated shall again be available for the purposes of the Rolling Stock Option Plan; and
• (l) an option granted to an Eligible Person will expire on the day which is 12 months after the date the respective

Eligible Person ceases to be employed by or provide services to the Company.

The Board recommends the adoption of the Rolling Stock Option Plan Resolution.

The text of the Stock Option Plan Resolution to be considered at the Meeting will be substantially as follows:

"BE IT HEREBY RESOLVED as an ordinary resolution of Shareholders of the Company that:

• 1. the Company's Rolling Stock Option Plan be approved, and that in connection therewith a maximum of 10% of the issued and outstanding Common Shares at the time of each grant be approved for granting as options; and
• 1. any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to executed and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in such director's or officer's opinion may be necessary or desirable to give effect to this resolution."

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE STOCK OPTION PLAN RESOLUTION.

Unless instructed otherwise, the persons designated in the enclosed form of proxy intend to vote FOR the Stock Option Plan Resolution. To be effective, the Stock Option Plan Resolution must be approved by a majority of the votes cast by Shareholders thereon at the Meeting.

OTHER BUSINESS

Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting by proxy. There are no material facts about the Company which are not otherwise disclosed in this Information Circular.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com.

Financial information is provided in the Company's comparative annual audited financial statements and management's discussion and analysis (MD&A) for its most recently completed financial year, and is available on SEDAR at www.sedar.com. Shareholders may request additional copies by mail at 231 Wedgewood Drive Oakville, ON L6J 4R6.

DIRECTORS' APPROVAL

The contents and the sending of the accompanying Notice of Meeting and this Circular have been approved by the Board.

DATED at Toronto, Ontario, this 10 th day of July, 2023.

By Order Of The Board of Directors

/s/ "Kelly Hanczyk"

Kelly Hanczyk, Director

SCHEDULE "A"

Audit Committee Charter

TRILLIUM ACQUISITION CORP.

AUDIT COMMITTEE CHARTER

Purpose

The overall purpose of the Audit Committee (the "Committee") of Trillium Acquisition Corp. (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board of Directors (the "Board") that through the involvement of the Committee, the external audit will be conducted independently of the Company's Management to ensure that the independent auditors serve the interests of Shareholders rather than the interests of Management of the Company. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance of the Company's independent auditors.

Composition, Procedures and Organization

• 1. The Committee shall consist of at least three members of the Board.
• 1. At least two (2) members of the Committee shall be independent and the Committee shall endeavour to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members' independent judgement. Each member of the Committee shall have accounting or related financial management expertise. 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 applicable to the Company. For the purposes of this Charter, an individual 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 Company's financial statements.
• 1. The Board at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may

at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

• 1. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
• 1. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
• 1. The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
• 1. Members of the Committee shall be conducted as follows:
• a. The Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
• b. The external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
• c. Management representatives may be invited to attend all meetings except private sessions with the external auditors.
• 1. The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring about the Committee any matter involving questionable, illegal or improper financial practices or transaction.

Roles and Responsibilities

• 1. The overall duties and responsibilities of the Committee shall be as follows:
• a. to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly financial statements and related financial disclosure;
• b. to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;

• c. to ensure the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

• d. to report regularly to the Board on the fulfillment of its duties and responsibilities.

• 1. The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
• a. to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;
• b. to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
• c. review the audit plan of the external auditors prior to the commencement of the audit;
• d. to review with the external auditors, upon completion of their audit:
  • i. contents of their report;
  • ii. scope and quality of the audit work performed;
  • iii. adequacy of the Company's financial and auditing personnel;
  • iv. co-operation received from the Company's personnel during the audit;
  • v. internal resources used;
  • vi. significant transactions outside of the normal business of the Company;
  • vii. significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
  • viii. the non-audit services provided by the external auditors;
• e. to discuss with the external auditors the quality and not just acceptability of the Company's accounting principles; and
• f. to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.
• 1. The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:
• a. review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
• b. review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

• c. review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

• d. periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

• 1. The Committee is also charged with the responsibility to:
• a. review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principle sand estimates and report to the Board with respect thereto;
• b. review and approve the financial sections of:
  • i. the annual report to Shareholders;
  • ii. the annual information form, if required;
  • iii. annual and interim MD&A;
  • iv. prospectuses;
  • v. news releases discussing financial results of the Company; and
  • vi. other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;
• c. review regulatory filings and decisions as they relate to the Company's financial statements;
• d. review the appropriateness of the policies and procedures used in the preparation of the Company's financial statements and other required disclosure documents, and consider recommendations for any material changes to such policies;
• e. review and report on the integrity of the Company's financial statements;
• f. review the minutes of any audit committee meeting of subsidiary companies, if any;
• g. review the management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the Company's financial statements;
• h. review of the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information;
• i. develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meetings of shareholders; and
• j. review this Charter at minimum once a year and provide any changes to the Board for their approval and then implement such changes.
• 1. The Committee shall have the authority: