Universal Ibogaine Inc. — Proxy Solicitation & Information Statement 2021

May 26, 2021

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P SQUARED RENEWABLES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 16, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

P SQUARED RENEWABLES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the " Meeting ") of the holders of common shares (" Common Shares ") of P Squared Renewables Inc. (" PSQ " or the " Corporation ") will be held at the offices of the Corporation at Suite 1470, 400 - 3rd Avenue SW, Calgary, Alberta at 11:00 a.m. (Calgary / Mountain time) on June 16, 2021, for the following purposes:

1. to receive and consider the Corporation’s audited financial statements for the financial year ended March 31, 2018, 2019 and 2020, together with the auditor’s report thereon;

2. to pass an ordinary resolution to fix the number of directors of the Corporation at six (6);

3. to elect Ian Campbell, Shayne Nyquvest, Shabir Premji, Alberto Sola Agullo, Robert Turner and Marilyn Loewen Mauritz as directors of the Corporation for the ensuing year;

4. to re-appoint Deloitte LLP as the auditors of the Corporation for the ensuing year and to authorize the Board to fix the remuneration to be paid to the auditors;

5. to consider, and if deemed advisable, to pass, with or without variation, a special resolution approving changing the name of the Corporation to "Universal Ibogaine Inc." or such other name as the Board may determine;

6. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders to authorize and approve the removal of any and all potential consequences due to the Corporation not having completed a Qualifying Transaction within twenty-four months of the date its Common Shares were initially listed on the TSX Venture Exchange;

7. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders to authorize amendments to the Corporation’s escrow agreement to effect certain changes required under the New CPC Program as more particularly described in the Circular;

8. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders to authorize the payment of finder’s fees or commissions to non-arm’s length parties to the Corporation upon completion of a Qualifying Transaction in accordance with the New CPC Program as more particularly described in the Circular;

9. to consider, and if deemed advisable, approve the ordinary resolution, as more particularly set forth in the accompanying Circular prepared for the purpose of the Meeting, relating to the re-approval of the stock option plan of the Corporation;

10. to pass, with or without modification, an ordinary resolution of disinterested shareholders relating to the approval of the Corporation's amended stock option plan, as more particularly set forth in the Circular; and

11. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is May 10, 2021 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting.

A registered shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, execute and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with AST Trust Company (Canada), P.O. Box 721, Agincourt, ONT, M1S 0A1, not later than 11:00 a.m. (Calgary time) on June 14, 2021 or if the Meeting is adjourned not later than fortyeight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment thereof.

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation. Every shareholder has the right to appoint a person or company (who need not be a shareholder) to represent the shareholder at the Meeting other than the persons designated in the enclosed form of proxy. If the shareholder wishes to appoint a person or company other than the persons whose names are designated in the form of proxy, they may do so by inserting the name of the shareholder’s chosen proxyholder in the space provided in the form of proxy.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

Due to the public health restrictions implemented to combat the spread of the COVID-19 pandemic, including restrictions on mass gatherings implemented by the Government of Alberta and taking into account the health and safety of our employees, Shareholders, service providers and other stakeholders, the Corporation strongly encourages shareholder not to attend the Meeting in person. The Corporation strongly encourages shareholders to vote by proxy, rather than attending the Meeting in person. To this end, only shareholders and proxyholders will be permitted to attend the Meeting in person. Further restrictions with regard to the Meeting may be implemented by the Corporation as required in accordance with applicable laws and to comply with public health restrictions. At the Meeting, the Corporation may adopt screening or other measures for identifying COVID-19 symptoms or risk factors as may be recommended or required by applicable health authorities. These measures may include requiring registered shareholders or duly appointed proxy holders still wishing to attend the Meeting in person to sign a confirmation letter at the Meeting that they are not a confirmed case of COVID-19 or a close contact of a confirmed case of COVID-19, they are not experiencing cold or flu-like systems, including fever, cough, difficulty breathing, muscle aches, fatigue, headache, sore throat or runny nose, and that they have not travelled outside of Canada for a period of two weeks preceding the Meeting date. The Corporation reserves the right to refuse admission to a shareholder or proxyholder seeking to attend the Meeting if the Corporation believes the shareholder or proxyholder poses a health risk to attendees at the Meeting or would otherwise breach public health restrictions. THE CORPORATION MAY LIMIT ATTENDEES AS REQUIRED BY MASS GATHERING RESTRICTIONS IMPLEMENTED BY THE GOVERNMENT OF ALBERTA AT THE TIME OF THE MEETING. In addition, any attendees will be required to practice social distancing at the Meeting.

In order to permit shareholders and proxyholders to listen to the Meeting in real time, without having to attend in person, a conference call of the Meeting will be available as follows:

Conference Call Dial-In Number: 1-888-884-4534 or 1-416-764-8662 (Toronto callers) Access Code: 7393576

Shareholders will not be able to vote through the conference call ; however, there will be a question and answer session following the termination of the formal business of the Meeting during which shareholders attending the conference call can ask questions.

WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO VOTE ELECTRONICALLY BY PROXY RATHER THAN ATTENDING THE MEETING IN PERSON.

The Corporation reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 pandemic including, if considered necessary or advisable, hosting the Meeting solely by means of remote communication. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR. We strongly recommend you check the Corporation’s profile on the SEDAR website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting materials.

DATED this 12[th] day of May, 2021.

BY ORDER OF THE BOARD

(signed) "Shabir Premji" Chief Executive Officer

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INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF P SQUARED RENEWABLES INC.

(this information is given as of May 12, 2021)

1. SOLICITATION OF PROXIES

This Information Circular is provided in connection with the solicitation of proxies by the management of the Corporation for use at the Annual and Special Meeting of the Shareholders of the Corporation (the "Meeting"), to be held June 16, 2021, at PSQ's offices located at Suite 1470, 400 - 3rd Avenue SW, Calgary, Alberta, T2P 4H2 at 11:00 a.m. (Calgary / Mountain time). This solicitation is being made primarily by mail, but proxies may also be solicited by directors, officers or employees of the Corporation. The cost of the solicitation of proxies will be borne by the Corporation.

Those attending the Meeting in person who are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing will not be permitted to attend the Meeting. Those attending in person will be required to comply with the then current direction and advice from federal, provincial and municipal levels of government concerning public gatherings. Note however that, in light of ongoing concerns related to the spread of COVID-19 and the constantly evolving restrictions on the size of public gatherings which are beyond the control of the Corporation, attendance at the Meeting in person may be difficult or not permitted. Accordingly, we encourage you not to plan to attend the Meeting in person and instead ensure you vote by proxy.

The Corporation reserves the right to take any additional precautionary measures deemed appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 pandemic including, if considered necessary or advisable, hosting the Meeting solely by means of remote communication. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of news release. Please monitor the news releases filed under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval (" SEDAR ") website at www.sedar.com prior to the Meeting for the most current information. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

Shareholders wishing to attend the Meeting by conference call may do so by using the following access numbers:

Conference Call Dial-In Number: 1-888-884-4534 or 1-416-764-8662 (Toronto callers) Access Code: 7393576

ALL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO VOTE BY SUBMITTING THEIR COMPLETED FORM OF PROXY (OR VOTING INSTRUCTION FORM) PRIOR TO THE MEETING BY ONE OF THE MEANS DESCRIBED IN THIS CIRCULAR.

2. APPOINTMENT OF PROXYHOLDERS

The persons named in the enclosed form of proxy are directors and officers of the Corporation. A shareholder has the right to appoint a person other than the persons named in the enclosed forms of proxy to attend and vote for him or her at the Meeting. In order to do so, the shareholder may cross out the names printed in these forms of proxy and insert such person’s name in the blank space provided thereon or complete another form of proxy. In either case, the duly completed forms of proxy must be delivered to the Corporation, c/o AST Trust Company (Canada), P.O Box 721, Agincourt, ON M1S 0A1, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment thereof. It is not necessary to be a shareholder in order to act as a proxy.

3. REVOCATION OF PROXIES

A shareholder may revoke his proxy at any time, relating to any question for which the voting right granted by the proxy has not yet been exercised, by instrument in writing executed by the shareholder or by his attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized. Such revocation must be deposited with the Corporation, c/o AST Trust Company (Canada), P.O. Box 721, Agincourt, ONT M1S 0A1, at any time up to an including the day preceding the day of the Meeting or in any other manner permitted by law.

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4. EXERCISE OF PROXY

The voting rights attached to the Common Shares in the capital of the Corporation represented by proxies will be voted or withheld from voting in accordance with the instructions indicated therein. If no instructions are given, the voting rights attached to said Common Shares will be exercised by those persons designated in the form of proxy and will be voted IN FAVOR of all the matters described therein.

The enclosed form of proxy confers discretionary voting authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting, and with respect to such matters as may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no such amendments or other matters to come before the Meeting.

5. NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shareholders who do not hold their Common Shares in their own name (the "Non-Registered Shareholders") are advised that only proxies from shareholders of record can be recognized and voted at the Meeting.

Most shareholders are Non-Registered Shareholders because the Common 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 Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an " Intermediary ") that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The 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 issuers of securities which they own (called " OBOs " for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called " NOBOs " for Non-Objecting Beneficial Owners).

The Notice of Meeting, this Information Circular and the instrument of proxy or a voting instruction form and the request form (collectively, the " Meeting Materials ") are being sent to both registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding securities 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.

Non-Objecting Beneficial Owners

If you are a NOBO, the Corporation is sending the Meeting Materials to you directly. Please complete the voting instruction form and carefully follow the instructions therein for return of the executed form or other method of response. If you wish to vote in person at the Meeting (or to have another person attend and vote on your behalf), you must insert your own name (or such other person’s name) in the space provided for the appointment of a proxyholder on the voting instruction form and carefully follow the instructions therein for return of the executed form or other method of response.

Objecting Beneficial Owners

In accordance with applicable securities law requirements, the Corporation will have distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for distribution to OBOs.

Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to OBOs.

OBOs are not permitted to vote at the Meeting. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

• (i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company , will constitute voting instructions (often called a " voting instruction form ") which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of a one page pre-

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printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the OBO must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

• (ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the OBO but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the OBO when submitting the proxy. In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Corporation, c/o AST Trust Company (Canada), P.O. Box 721, Agincourt, ON M1S 0A1.

In either case, the purpose of these procedures is to permit OBOs to direct the voting of the Common Shares they beneficially own. Should an OBO who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the OBO), the OBO should strike out the persons named in the instrument of proxy and insert the OBO or such other person’s name in the blank space provided. In either case, OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the Instrument of Proxy or voting instruction form is to be delivered .

An OBO may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting.

Unless otherwise indicated in this Information Circular and in the form of proxy and Notice of Meeting attached hereto, shareholders shall mean registered shareholders.

6. VOTING SECURITIES AND PRINCIPAL HOLDERS

As at the date hereof, the Corporation had 12,085,850 Common Shares outstanding, representing the Corporation’s only securities with respect to which a voting right may be exercised at the Meeting. Each Common Share carries the right to one vote at the Meeting. A quorum for the transaction of business at the Meeting is if two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for an absent shareholder so entitled, and together holding or representing by proxy not less than 5% of the outstanding shares entitled to vote at the Meeting.

To the knowledge of the directors and senior officers of the Corporation as at the date hereof, based on information provided on the System for Disclosure by Insiders ("SEDI") and on information filed by third parties on the System for Electronic Document Analysis and Retrieval ("SEDAR").

The following table lists those persons who beneficially own, directly or indirectly or exercise control or direction over more than 10% of the issued and outstanding common shares of PSQ as at the date of this Prospectus:

Name and Municipality of Residence Premji Family Trust(1) Calgary, Alberta	Type of Ownership Direct	Number of Shares 4,700,000	Percentage of Shares Owned
			40.7%

Note:

(1) The trustees are Shabir Premji and his wife and the beneficiaries of the Premji Family Trust are their children.

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

Except as described elsewhere in this Information Circular, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of the Corporation, (b) any proposed nominee for election as a director of the Corporation, and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to be acted on at the Meeting.

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8. BUSINESS OF THE MEETING

To the knowledge of the directors of the Corporation, the only matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting.

(i) Financial Statements

Pursuant to the Business Corporations Act (Alberta) (the " ABCA ") , the directors of the Corporation will place before the shareholders at the Meeting the audited financial statement of the Corporation for the fiscal years ended March 31, 2018, 2019 and 2020, together with the reports of the auditors thereon. Shareholder approval is not required in relation to the financial statements.

(ii) Number of Directors

An increase in the composition of the current members of Board of Directors of the Corporation will occur in conjunction with PSQ’s Qualifying Transaction (the " QT ") with Universal Ibogaine Inc. (" UI "), the details of which are available on PSQ’s SEDAR profile, and which is currently subject to the approval of the TSX Venture Exchange (the " TSXV ").

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to fix the number of directors of the Corporation at six (6).

The shareholders will be asked at the Meeting to consider, and if deemed advisable, to pass an ordinary resolution, the text of which is as follows (the " Board Resolution ")

" BE IT HEREBY RESOLVED that:

• (a) the number of directors of the Corporation be fixed at six (6)."

The directors of the Corporation recommend that shareholders vote to approve the Board Increase Resolution. The persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, will vote such proxies in favour of the Board Resolution.

(iii) Election of Directors

At the Meeting, shareholders are required to elect the directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. It is desirable to elect the directors of the Corporation to serve from the close of the Meeting (the " Proposed Board ") until the earlier of the close of the next annual meeting of shareholders or until their successors are elected or appointed.

The Articles of Incorporation of the Corporation provide for a minimum of two (2) and a maximum of eleven (11) directors. The board of directors presently consists of three (3) members. At the Meeting, the management of the Corporation proposes to elect six (6) directors for the Proposed Board.

The shareholders will be asked at the Meeting to consider, and if deemed advisable, to pass an ordinary resolution, the text of which is as follows (the " Director Resolution ")

" BE IT HEREBY RESOLVED that:

• (a) the election of each of Ian Campbell, Shayne Nyquvest, Shabir Premji, Alberto Sola Agullo, Robert Turner and Marilyn Loewen Mauritz as directors of the Corporation to hold office until the earlier of the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed."

Assuming that the requisite shareholder approval is obtained for the passing of the Director Resolution, and in the event that the Corporation does not complete the QT, each of Ian Campbell, Shayne Nyquvest, Alberto Sola Agullo, Robert Turner and Marilyn Loewen Mauritz have agreed to resign as directors of the Corporation.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Director Resolution. The Corporation does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted FOR another nominee in their discretion unless the

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shareholder has specified in his or her form of proxy that his or her Common Shares are to be withheld from voting in the election of directors.

Proposed Board Nominees

Name, Residence and Position with Corporation	Principal Occupation, Business or Employment	Served as Director Since	Number of Common Shares over which Control or Direction is Exercised(1)
Shabir Premji Alberta, Canada Director	Mr. Premji has been PSQ’s Executive Chairman since its formation as a CPC in 2017. He is also currently the President of Platform Energy Inc., a company that provides strategic advisory services to the energy sector in Canada. From September 2012 to February 2015, Mr. Premji was the Chief Financial Officer of Groundstar Resources Inc., an exploration and production company with assets in Canada, Egypt and Guyana. Prior thereto, from 2004 to October 2011 Mr. Premji was Founder and Executive Chairman of Alberta Oilsands Inc. ("AOS"), a TSXV listed public company. AOS discovered multi- million barrels of oil sands in the Athabasca fairway in Alberta and owned over 140 sections of oil sands leases. AOS also owned two blocks of oil exploration leases in Kenya that were merged with Africa Oil Inc. which discovered the first commercial reservoirs of oil in that country. Mr. Premji is a retired CPA, who received his accounting designation in England and subsequently in Alberta.	March 10, 2017	4,700,000
Ian Campbell British Columbia, Canada Director	Mr. Campbell is a hereditary chief of the Squamish Nation located in Vancouver, British Columbia. He has served as an elected member of council since 2005, and was appointed as a Political Spokesperson in 2008. Since 1999 he has been the Cultural Ambassador and Negotiator for the Inter- governmental Relations Department of the Squamish Nation, advancing Aboriginal rights and title, while invigorating substantive economic opportunities through negotiations, collaboration, and partnerships. He holds an MBA from Simon Fraser University, and has served on numerous for-profit and non-profit Boards.	N/A	N/A
Shayne Nyquvest British Columbia, Canada Director	Shayne Nyquvest has extensive capital markets experience, and served as the former Executive Vice-President of investment banking firm Mackie Research Capital (where he worked from June 2015 to July 2018) and a was founding member of the Canaccord Genuity Group, where he worked as a Senior Investment Advisor from 1993 to 2013. Mr. Nyquvest founded UI in early 2018. His vision is to see ibogaine, an innovative, plant-based treatment, adopted by the mainstream medical community as a solution to helping break the opioid epidemic.	N/A	N/A
Alberto Sola Agullo Cancun, Mexico Director	Dr. Sola has led the operations of Clear Sky Recovery SA de CV ("ClearSky"), an addiction treatment centre in Cancun, Mexico, since 2004, as its Administrator and Medical Director. He has worked to develop ClearSky’s proprietary ibogaine based addiction treatment protocol. He has developed and led ClearSky’s team of exceptional clinicians, scientists, psychologists, nurses, and support personnel, which to date has provided over 3,500 successful treatments without a critical incident. Dr. Sola graduated in 1991 from Universidad Anahuac, Mexico City and in 1995 graduated in Emergency Medicine training. From 1996 until 2007 he opened and directed four Amerimed emergency hospitals for tourists in Puerto Vallarta, Cancun, and Cabo San Lucas. Dr. Sola was an attending physician in the emergency room at the HGR #17 Instituto Mexicano del Seguro Social IMSS, a 400-bed	N/A	N/A

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Name, Residence and Position with Corporation	Principal Occupation, Business or Employment	Served as Director Since	Number of Common Shares over which Control or Direction is Exercised(1)
	teaching hospital, (part of the Mexico Social Security system) from April 2007 through May 2016. He has an extensive career in serving the medical community in Mexico, and is a thought leader in entheogenic treatment and has the distinction of having treated more patients with ibogaine than any other person in the world.
Robert Turner Ontario, Canada Director	Mr. Turner is the President of Robert Turner Consulting Inc. (since 2015) and has been a Principal with Western Management Consultants since that same time. In these roles, he serves as a Governance and Human Resources specialist, consulting within both the private and public sectors. His key focus is oversight of Board governance responsibilities. Mr. Turner held a number of CHRO positions in high technology, financial service and healthcare before joining Mercer Canada as a Partner (from 2011 to 2013), where he developed extensive knowledge and relationships within the health care sector. He was instrumental in Mercer’s business development within health care - consulting to the CEOs and Board Chairs of some of the largest and leading hospitals in the CAHO (Council of Academic Hospitals of Ontario), the TAHSN (Toronto Academic Health Sciences Network) and the Ontario Hospital Association. Robert has served on UI’s Advisory Board since early 2018, bringing insight into Canadian public health care and its overseeing provincial ministries with strategies to work together to attack the opioid crisis. He also serves as a Director on the Board of EQRAZ, a private company first to market with Sharia compliant mortgages in Canada. Robert served on the Board of the Collingwood General and Marine Hospital, chairing its Human Resources & Finance Committee, and was a member of its Executive Committee. He also currently serves on the Board of the Toronto Ski Club as their Governance and Human Resources Chair. Robert’s education background includes an ICD.D certification from the Institute of Corporate Directors (Rotman School of Business), an MBA from the Ivey Business School and a BSc (Biochemistry) from the University of Toronto.	N/A	N/A
Marilyn Loewen Mauritz British Columbia, Canada Director	Marilyn Loewen Mauritz is a senior corporate executive with over 25 years of experience in diverse industries. From 2015 to January 2021, Ms. Mauritz held several senior executive positions at Central 1 Credit Union (a venture issuer), a leading provider of financial, digital banking and payment solutions, including serving as the interim Chief Executive Officer. Most recently, she served as Central 1’s Chief Transformation & Legal Officer, where she led the Legal, Compliance, Governance, Strategy, Information Technology and Government Relations teams. Prior to joining Central 1, she was General Counsel and Corporate Secretary at Interfor Corporation (TSE: IFP) from 2007 to 2015, supporting several multi-million growth transactions. She currently serves on the Board of YWCA of Greater Vancouver, chairing the Governance and Nominating Committee. From February 2017 to January 2021, she served as an independent director on the Board of The Co-operators and was a member of the Conduct Review and Governance Committee.	N/A	N/A

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Name, Residence and Position with Corporation	Principal Occupation, Business or Employment	Served as Director Since	Number of Common Shares over which Control or Direction is Exercised(1)
	Marilyn obtained her Bachelor of Law degree from the University of Calgary and holds a Bachelor of Arts degree from McMaster University. She is a graduate of the Institute of Corporate Directors, ICD.D.

Note:

(1) Information concerning the Resulting Issuer Board Nominees, including with respect to the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date of this Circular has been furnished to the Company by the individual directors.

Corporate Cease Trade Orders or Bankruptcies

Except as described below, none of the Proposed Board is, as at the date hereof, or has been, within the previous 10 years, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) 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 (ii) 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.

Except as described below, none of the Proposed Board is, as at the date hereof, or has been, within the previous 10 years, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Shabir Premji was a member of the Board of Directors of West Mountain Environmental Corp. (" WMEC "), from October 2016 to July 2017. A receiver manager was appointed over the assets and undertaking of WMEC and its subsidiary Phase Separation Solutions Inc. on July 4, 2017. WMEC was also the subject of a cease trade order issued by the ASC on May 8, 2017 under Section 33.1 of the Securities Act (Alberta). Shabir Premji was a director of WMEC in the 12 months preceding the appointment of the receiver manager and the issuance of the cease trade order.

Penalties or Sanctions

None of the Proposed Board 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 securityholder in deciding whether to vote for a proposed director.

Personal Bankruptcies

None of the Proposed Board has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

(iv) Appointment of Auditor

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the reappointment of Deloitte LLP as auditors of the Corporation, to hold office until the next annual meeting of shareholders and the authorization of the directors of the Corporation to fix their remuneration.

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The directors of the Corporation recommend that shareholders vote in favour of the appointment of Deloitte LLP, and the authorization of the directors of the Corporation to fix their remuneration. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

(v) Name Change

At the Meeting, shareholders will be asked to approve a special resolution (the " Name Change Resolution "), approving the Corporation to change its name "Universal Ibogaine Inc." or such other name as the board of directors, in its sole discretion, deems appropriate (the " Name Change ").

The Name Change is proposed in conjunction with PSQ’s QT with UI, the details of which are available on PSQ’s SEDAR profile, and which is currently subject to the approval of the TSXV.

The Name Change is also subject to receipt of all required regulatory approvals, including approval from the TSXV. If these approvals are received, the Name Change will be effected at a time determined by the board of directors, which will be adopted only in the event that the Corporation completes the QT. In order to effect the Name Change, the Corporation will file articles of Articles of Amendment to amend its articles. Such Articles of Amendment shall only be filed upon the board deciding, in its sole discretion, to proceed with the Name Change. The Name Change will become effective on the date shown in the certificate of amendment issued by the relevant governmental authority.

The text of the Name Change Resolution that would give effect to the Name Change is set out below:

• " BE IT HEREBY RESOLVED that as a special resolution that:

• (1) the change of name of the Corporation to "Universal Ibogaine Inc." or such other name as the directors of the Corporation may deem appropriate is hereby approved;

• (2) any one or more directors are hereby authorized to prepare, execute and file articles of amendment in the prescribed form in order to give effect to this special resolution, and to execute and deliver all such other deeds, documents and other writings and perform such other acts as may be necessary or desirable to give effect to this special resolution; and

• (3) notwithstanding approval of the shareholders of the Corporation as herein provided, the directors of the Corporation may, in its sole discretion, abandon the name change and any or all of the actions authorized by this special resolution at any time prior to completion thereof in the sole discretion of the directors of the Corporation without further approval of the shareholders."

To be effective, the foregoing resolution authorizing the Name Change must be passed by two-thirds (2/3) of the votes cast by shareholders present in person or represented by proxy at the Meeting. The directors of the Corporation recommend that shareholders vote to approve the Name Change Resolution. The persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, will vote such proxies in favour of the Name Change Resolution.

(vi) Qualifying Transaction Timeframe

On January 1, 2021, changes to the TSXV’s Capital Pool Company program became effective (the " New CPC Program "), which includes changes to the timeframes within which Capital Pool Companies must complete a Qualifying Transaction, including to the potential consequences that apply upon a failure to complete a Qualifying Transaction within twenty-four months from the date the Capital Pool Company’s shares are listed for trading on the TSXV. In accordance with the New CPC Program, the Corporation is entitled, subject to the receipt of disinterested shareholder approval, to remove the potential consequences of obtaining majority shareholder approval to list on the NEX and cancelling certain Seed Shares (as defined in TSXV Policy 1.1) held by Non-Arm’s Length Parties (as defined in TSXV Policy 1.1) of the Corporation (" Removal of Consequences ").

At the Meeting, the disinterested shareholders will be asked to consider, and if deemed advisable, to pass, with or without modification, an ordinary resolution of disinterested shareholders to approve removing any and all potential consequences of obtaining majority shareholder approval to list on the NEX and cancelling certain Seed Shares (as defined in TSXV Policy 1.1) held by Non-Arm’s Length Parties (as defined in TSXV Policy 1.1) of the Corporation due to the Corporation not having completed a Qualifying Transaction within twenty-four months of the date the Corporation’s Common Shares were listed on the TSXV (the " Qualifying Transaction Timeframe Resolution ").

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The text of the Qualifying Transaction Timeframe Resolution is set out below:

" BE IT HEREBY RESOLVED that:

• (1) the removal of the potential consequences associated with the Corporation if it fails to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the TSX Venture Exchange (" TSXV "), including the potential delisting or suspension of the Company if it has not obtained majority shareholder approval to transfer its listing to the NEX board of the TSXV and the cancellation of certain Seed Shares held by Non-Arm’s Length Parties to the Company, be and is hereby confirmed and approved; and

• (2) any one or more directors and officers of the Company be authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to this resolution."

The Removal of Consequences is also subject to receipt of all required regulatory approvals, including approval from the TSXV. If these approvals are received, the Removal of Consequences will be effected at a time determined by the board of directors.

The directors of the Corporation recommend that shareholders vote in favour of the approval of the Qualifying Transaction Timeframe Resolution. To be adopted, the Qualifying Transaction Timeframe Resolution must be approved by a majority of the aggregate votes cast by the disinterested holders of Common Shares of the Corporation at the Meeting.

(vii) Amendments to the Escrow Agreement

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders in the form set out below (the " Amended Escrow Agreement Resolution "), allowing the Corporation to make certain amendments to the Corporation's escrow agreement dated May 24, 2017 (the " Escrow Agreement ") to reflect the New CPC Program.

The Escrow Agreement was initially entered into under Policy 2.4 and in the form of escrow agreement published by the TSXV as at June 14, 2010. The current Escrow Agreement, a copy of which is available under the Company’s SEDAR profile at www.sedar.com, imposes restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Corporation's initial public offering on June 19, 2017 (" IPO "). In accordance with the provisions of the TSXV's current Form 2F – CPC Escrow Agreement, all escrowed securities will be released from escrow in accordance with one of the following schedules:

• a) if the resulting issuer upon completion of the Corporation's Qualifying Transaction is a Tier 1 Issuer on the TSXV:

Release Dates	Percentage of Total Escrowed Securities to be Released
Date of Final Exchange Bulletin	25%
Date that is 6 months following Final Exchange Bulletin	25%
Date thatis12 monthsfollowingFinal ExchangeBulletin	25%
Date that is 18 months following Final Exchange Bulletin	25%
TOTAL:	100%

• b) if the resulting issuer upon completion of the Corporation’s Qualifying Transaction is a Tier 2 Issuer on the TSXV:

Release Dates	Percentage of Total Escrowed Securities to be Released
Date of Final Exchange Bulletin	10%
Date that is 6 months following Final Exchange Bulletin	15%
Date thatis12 monthsfollowingFinal ExchangeBulletin	15%
Date that is 18 months following Final Exchange Bulletin	15%
Date thatis24 monthsfollowingFinal ExchangeBulletin	15%

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Release Dates	Percentage of Total Escrowed Securities to be Released
Date that is 30 months following Final Exchange Bulletin	15%
Date thatis 36monthsfollowingFinal ExchangeBulletin	15%
TOTAL:	100%

In comparison, under the New CPC Program, the Escrow Agreement may be amended such that all escrowed securities will be released from escrow in accordance with the following schedule:

Release Dates	Percentage of Total Escrowed Securities to be Released
Date of FinalQT ExchangeBulletin	25%
Date 6 months following Final QT Exchange Bulletin	25%
Date 12 months following Final QT Exchange Bulletin	25%
Date 18 months following Final QT Exchange Bulletin	25%
TOTAL:	100%

In addition, the Corporation wishes to amend the Escrow Agreement as follows to also reflect the Updated CPC Policy: (i) all options granted prior to the date the TSXV issues a final bulletin for the Corporation's Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Corporation's IPO with an exercise price that is less than the issue price of the Common Shares issued in the IPO and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.

The Amended Escrow Agreement Resolution requires Disinterested Approval. As a party to the Escrow Agreement, Shabir Premji, who exercises control over 4,700,000 Common shares, will be excluded from the vote.

If the Amended Escrow Agreement Resolution receives Disinterested Approval, the Corporation will work with the escrow agent to finalize the amendments and a new Escrow Agreement will replace the current Escrow Agreement, and this new Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

The Board recommends the adoption of the Amended Escrow Agreement Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Escrow Agreement Resolution.

The text of the Amended Escrow Agreement Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

"BE IT HEREBY RESOLVED that:

• (1) subject to the approval of the TSX Venture Exchange (the " TSXV "), the Corporation is authorized and approved to amend the Corporation's escrow agreement dated May 24, 2017 (the " Escrow Agreement ") to make the changes as are deemed necessary for the Escrow Agreement to reflect the updates to Policy 2.4 – Capital Pool Companies in the Corporate Finance Manual of the TSXV which became effective January 1, 2021 (the " Updated CPC Policy "), including the changes to the escrow release schedule contained in the Updated CPC Policy; and

• (2) any director or officer of the Corporation, is hereby authorized and directed, for and in the name of and on behalf of the Corporation, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Corporation be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution,

(the " Amended Escrow Agreement Resolution ")."

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(viii) Finder’s Fees

The New CPC Program includes changes which permit a Capital Pool Company to pay finder’s fees or commissions to a Non-Arm’s Length Party to the Capital Pool Company upon completion of a Qualifying Transaction (" Finder’s Fee Payment ").

At the Meeting, the disinterested shareholders will be asked to consider, and if deemed advisable, to pass, with or without modification, an ordinary resolution of disinterested shareholders to approve the payment of finder’s fees or commissions to Non-Arm’s Length Parties to the Corporation, upon completion of a Qualifying Transaction, in accordance with the New CPC Program (the " Finder’s Fee Resolution ").

The Finder’s Fee Payment is also subject to receipt of all required regulatory approvals, including approval from the TSXV. If these approvals are received, the Finder’s Fee Payment will be effected at a time determined by the board of directors upon completion of a Qualifying Transaction.

The text of the Finder's Fee Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

"BE IT HEREBY RESOLVED that:

• (1) the Corporation approve and ratify, subject to regulatory approval, the Finder's Fee Payment, as is permitted by the Updated CPC Policy be and is hereby confirmed and approved; and

• (2) any one officer or director of the Company is hereby authorized to execute and deliver all such documents and do all such acts and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to this resolution."

The directors of the Corporation recommend that shareholders vote in favour of the approval of the Finder’s Fee Resolution. To be adopted, the Finder’s Fee Resolution must be approved by a majority of the aggregate votes cast by the disinterested holders of Common Shares of the Corporation at the Meeting.

(ix) Approval of 2017 Stock Option Plan

The Corporation has implemented a 10% rolling stock option plan (the " 2017 Stock Option Plan "). Under the policies of the TSXV, a rolling stock option plan, such as the Corporation’s, must be approved by shareholders on a yearly basis. The 2017 Stock Option Plan was previously approved by the shareholders of PSQ on March 10, 2017.

The Stock Option Plan provides that the PSQ Board of Directors may from time to time, in its discretion, grant to directors, officers, employees and consultants of PSQ non-transferable options to purchase common shares of PSQ (" Options "), provided that the number of common shares of PSQ reserved for issuance under the 2017 Stock Option Plan shall not exceed 10% of the issued and outstanding common shares of PSQ from time to time. In addition, the number of common shares of PSQ reserved for issuance to any one person shall not exceed 5% of the issued and outstanding common shares of PSQ and the number of common shares of PSQ reserved for issuance to consultants or employees conducting Investor Relations Activities (as such term is defined by the TSXV) will not exceed 2% of the issued and outstanding common shares of PSQ in any 12 month period. Options of PSQ may be exercisable for a period of up to 10 years. The Board of Directors of the Corporation determines the exercise price, term to expiry vesting terms and the number Options which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the Options, subject to the rules of the TSXV. If prior to the exercise of an Option, the holder ceases to be a director, officer, employee or consultant of PSQ, or its subsidiaries, the number of shares purchasable on exercise of the Option by the Option holder shall be limited to the vested portion of such Option immediately prior to the time of their cessation of office or employment.

At the Meeting, the disinterested shareholders will be asked to consider, and if deemed advisable, to pass, with or without modification, the ordinary resolution to approve the 2017 Stock Option Plan, a copy of which is attached hereto as Appendix "A". Accordingly, at the Meeting, the shareholders are being asked to consider and, if deemed advisable, approve an ordinary resolution in the following form:

" BE IT HEREBY RESOLVED that :

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• (1) the stock option plan of the Corporation, substantially in the form attached at Appendix "A" to the Management Information Circular of the Corporation dated May 12, 2021, be and the same is hereby ratified, confirmed and approved as the stock option plan of the Corporation;

• (2) any director or officer be and is hereby authorized to amend the stock option plan of the Corporation should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange; and

• (3) any one director or officer of the Corporation be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution."

Unless otherwise instructed, the persons named in the enclosed form of proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the approval of the 2017 Stock Option Plan. The directors of the Corporation recommend that shareholders vote in favour of the approval of the 2017 Stock Option Plan. To be adopted, the above ordinary resolution must be approved by a majority of the aggregate votes cast by holders of Common Shares of the Corporation at the Meeting.

(x) Approval of 2021 Stock Option Plan

At the Meeting, shareholders will be asked to pass a resolution approving an amended and restated rolling stock option plan (the " 2021 Stock Option Plan "), a copy of which is attached hereto as Appendix "B", to be implemented by PSQ following completion of the QT and, if the QT is not completed, to ratify the 2017 Stock Option Plan.

The only differences between the 2017 Stock Option Plan and the 2021 Stock Option Plan are as follows:

• include provisions providing for the payment or funding or any income tax withholdings applicable to the exercise of Options;

• clarify what constitutes a change of control of the Corporation, and provide that the Options may be exercised within 90 days of the change of control;

• include provisions relating to blackout periods during which Option holders cannot exercise Options; and

• other housekeeping changes of a non-material nature.

The 2021 Option Plan is subject to approval by the TSXV and approval by shareholders of the Corporation.

Unless otherwise instructed, the persons named in the enclosed form of proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the approval of the 2021 Stock Option Plan. The directors of the Corporation recommend that shareholders vote in favour of the approval of the 2021 Stock Option Plan. To be adopted, the above ordinary resolution must be approved by a majority of the aggregate votes cast by disinterested holders of Common Shares of the Corporation at the Meeting. Accordingly, at the Meeting, the shareholders are being asked to consider and, if deemed advisable, approve an ordinary resolution in the following form:

"BE IT HEREBY RESOLVED that:

• (1) the amended and restated stock option plan of the Corporation (the " 2021 Stock Option Plan "), substantially in the form attached at Appendix "B" to the Management Information Circular of the Corporation dated May 12, 2021, be and the same is hereby ratified, confirmed and approved as the stock option plan of the Corporation following completion of the proposed qualifying transaction between the Corporation and Universal Ibogaine Inc. (the " QT ");

• (2) any director or officer be and is hereby authorized to amend the stock option plan of the Corporation should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange;

• (3) all issued and outstanding stock options of the Corporation previously granted shall be continued under and governed by the 2021 Stock Option Plan;

• (4) if the QT is not completed, the current stock option plan of the Corporation, as described in Appendix A to the Management Information Circular of the Corporation dated May 12, 2021, is hereby ratified and approved as the stock option plan of the Corporation; and

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• (5) any one director or officer is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal or otherwise) that may be necessary or desirable to give effect to this resolution."

Assuming that the requisite shareholder approval is obtained for the passing of the 2021 Stock Option Plan, the PSQ Board of Directors retains the right not to proceed with the implementation of the 2021 Stock Option Plan should the Corporation not complete the QT, or should the PSQ Board of Directors determine that implementing such would not be in the best interests of PSQ or its shareholders. There are no time limits on the duration of the authorization and approval resulting from a favourable shareholder vote.

The 2021 Stock Option Plan is also subject to receipt of all required regulatory approvals, including approval from the TSXV. If these approvals are received and the QT is completed, the 2021 Stock Option Plan will be adopted at a time determined by the Board of Directors.

9. CORPORATE GOVERNANCE DISCLOSURE

Set forth below is a description of the Corporation’s current corporate governance practices, as prescribed by Form 58101F2, which is attached to National Instrument 58-101 – Disclosure of Corporate Governance Practices (" NI 58-101 ").

Board of Directors

The Company does not currently have a chairman or a lead director of the Board. The Board does not consider that, at this stage of the Company’s development, it is necessary to have one.

NI 52-110 provides that a director is independent if he or she has no direct or indirect "material relationship" with the company. A "material relationship" is defined as a relationship which could, in the view of the company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment. The directors of the Company have determined that Nashirudeen Meghji, a current member of the board of directors of the Company, is independent as such term is defined in NI 52-110, and that Shabir Premji (Chief Executive Officer and President) and Jack Pastuszko (Chief Financial Officer), are not independent as such term is defined in NI 52-110, as they are executive officers (as such term is defined in NI 51-102) of the Company. In assessing Form 58-101F1 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors.

Experience with Other Reporting Issuers

The following table sets out the directors, executive officers and promoters of the Company that are, or have been within the last five years, directors, officers and promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction:

Name	Name of Other Reporting Issuers	Name of Exchange or Market	Position	From	To
Shabir Premji	West Mountain Environmental Corp	TSXV	Director	October 2016	July 2017
Nashirudeen Meghji	Wildflower Brands Inc. Flying A Petroleum Inc. Alchemist MiningInc.	CSE TSXV CSE	Director President & CEO, Director Interim CFO	July 2004 November 2003 December 2018	Present Present Present

Orientation and Continuing Education

The Board does not have any formal policies with respect to the orientation of new directors nor does it take any measures to provide continuing education for the directors. At this stage of the Company’s development the Board does not consider it necessary to have such policies or programs in place.

Meeting Attendances

To date, all members of the Board were also members of the Audit Committee.

The PSQ Board of Directors has held a minimum of four formal Board meetings each year, at which there has been attendance by at least the required quorum of Directors.

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Ethical Business Conduct

To date, the Board has not adopted a formal written "Code of Business Conduct and Ethics". However, the current limited size of the Company’s operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. UI has in place a Code of Conduct and Business Ethics which the Company intends to adopt.

Compensation

At present, the directors do not receive any compensation for acting in such capacities other than incentive stock options issued pursuant to the PSQ Stock Option Plan. In accordance with the applicable policies of the TSXV, as a CPC, the Company is restricted with respect to the amount and types of compensation that it is authorized to pay to related parties, and accordingly, the Company is not permitted to pay any remuneration to its directors and officers, other than as set forth above. The Board is satisfied that the current compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director or officer of the Company at this time.

The Company does not have a compensation committee. At this stage of the Company’s development, the Company does not believe its size and limited scope of operations requires a formal compensation committee.

Nomination and Assessments

The Board has not yet had to select new nominees to the Board and, therefore, a formal process has not yet been adopted within respect to the appointment of new directors. The Board expects that when the time comes to appoint new directors to the Board that the nominees would be recruited by the current board members, and the recruitment process would involve both formal and informal discussions among board members and the Chief Executive Officer of the Company. The Board monitors, but does not formally assess, the performance of individual board members and their contributions.

The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company’s size, its stage of development and the limited number of individuals on the Board, the Board considers it unnecessary to have a formal assessment process at this time.

Board Committees

At the present time, the only standing committee is the Audit Committee (as defined herein).

10. AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees (" NI 52-110 ") requires the Corporation, 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 Corporation's Audit Committee is governed by an audit committee charter, a copy of which is attached hereto as Appendix "C".

Composition of Audit Committee

The Corporation’s Audit Committee is currently comprised of three directors, namely, Shabir Premji, Jack Pastuszko and Nashirudeen Meghji. It is proposed that Shabir Premji, Ian Campbell and Robert Turner will be members of the Corporation's Audit Committee following closing of the proposed QT. Each proposed member of the Audit Committee is financially literate, as such term is defined in NI 52-110, and all members are independent, as such term is defined in NI 52-110 and in the ABCA.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each proposed Audit Committee member relevant to the performance of his responsibilities as an Audit Committee member is as follows:

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Shabir Premji – Chief Executive Officer and a Director

Mr. Premji has been PSQ’s Executive Chairman since its formation as a CPC in 2017. He is also currently the President of Platform Energy Inc., a company that provides strategic advisory services to the energy sector in Canada. From September 2012 to February 2015, Mr. Premji was the Chief Financial Officer of Groundstar Resources Inc., an exploration and production company with assets in Canada, Egypt and Guyana. Prior thereto, from 2004 to October 2011 Mr. Premji was Founder and Executive Chairman of Alberta Oilsands Inc. ("AOS"), a TSXV listed public company. AOS discovered multi- million barrels of oil sands in the Athabasca fairway in Alberta and owned over 140 sections of oil sands leases. AOS also owned two blocks of oil exploration leases in Kenya that were merged with Africa Oil Inc. which discovered the first commercial reservoirs of oil in that country. Mr. Premji is a retired CPA, who received his accounting designation in England and subsequently in Alberta.

Ian Campbell - Director

Mr. Campbell is a hereditary chief of the Squamish Nation located in Vancouver, British Columbia. He has served as an elected member of council since 2005, and was appointed as a Political Spokesperson in 2008. Since 1999 he has been the Cultural Ambassador and Negotiator for the Inter-governmental Relations Department of the Squamish Nation, advancing Aboriginal rights and title, while invigorating substantive economic opportunities through negotiations, collaboration, and partnerships. Mr. Campbell holds an MBA from Simon Fraser University.

Robert Turner - Director

Mr. Turner's education background includes an ICD.D certification from the Institute of Corporate Directors (Rotman School of Business), an MBA from the Ivey Business School and a BSc (Biochemistry) from the University of Toronto.

Mr. Turner is the President of Robert Turner Consulting Inc. (since 2015) and has been a Principal with Western Management Consultants since that same time. In these roles, he serves as a Governance and Human Resources specialist, consulting within both the private and public sectors. His key focus is oversight of Board governance responsibilities.

Mr. Turner held a number of CHRO positions in high technology, financial service and healthcare before joining Mercer Canada as a Partner (from 2011 to 2013), where he developed extensive knowledge and relationships within the health care sector. He was instrumental in Mercer’s business development within health care - consulting to the CEOs and Board Chairs of some of the largest and leading hospitals in the CAHO (Council of Academic Hospitals of Ontario), the TAHSN (Toronto Academic Health Sciences Network) and the Ontario Hospital Association.

Mr. Turner has served on UI’s Advisory Board since early 2018, bringing insight into Canadian public health care and its overseeing provincial ministries with strategies to work together to attack the opioid crisis. He also serves as a Director on the Board of EQRAZ, a private company first to market with Sharia compliant mortgages in Canada. Robert served on the Board of the Collingwood General and Marine Hospital, chairing its Human Resources & Finance Committee, and was a member of its Executive Committee. He also currently serves on the Board of the Toronto Ski Club as their Governance and Human Resources Chair.

External Auditor Matters

Since the commencement of the Corporation’s most recently completed financial year, the Corporation’s directors have not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor and the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 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 financial year in which the non-audit services were provided. Part 8 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.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Corporation's directors and, where applicable, the Audit Committee, on a case-by-case basis.

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In the following table, "Audit fees" are fees billed by the Corporation’s external auditor for services provided in auditing the Corporation’s annual financial statements for the subject year. "Audit-related 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 or review of the Corporation’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.

The fees paid by the Corporation to its auditor in its previous three financial year-ends, by category, are as follows:

Fiscal Year Ended March 31, 2018 March 31, 2019 March 31, 2020	Audit Fees($)(1) - 10,700 10,000	Audit-Related Fees ($)(2) 13,643 - -	Tax Fees($)(3) - - -	All Other Fees($)
				- - -

Notes:

(1) Represents the aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

(2) Represents the aggregate fees billed for assurance and related services rendered by the auditors that are not reported under "Audit Fees", including services related to review of PSQ’s IPO Prospectus and filings related to proposed QTs.

(3) Represents the aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

Exemptions

The Corporation is a "venture issuer" as defined in NI 52-110 and is relying on the exemption contained in Section 6.1 of NI 52-110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Securities legislation requires the disclosure of the compensation received by each "Named Executive Officer" (" Named Executive Officer ") of the Corporation for the most recently completed financial year. "Named Executive Officer" is defined by the legislation to mean: (i) the Chief Executive Officer of the Corporation; (ii) the Chief Financial Officer of the Corporation; (iii) each of the Corporation’s three most highly compensated executive officers or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be a "Named Executive Officer" under paragraph (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

The Named Executive Officers of the Corporation are Shabir Premji, Chief Executive Officer and Jack Pastuszko, Chief Financial Officer. As at the date hereof, the Corporation had not yet completed a Qualifying Transaction (as such term is defined by the CPC Policy). Accordingly, the Named Executive Officers have not been paid any compensation as the CPC Policy prohibits directors and officers from receiving remuneration (other than incentive stock options) while the Corporation is a CPC (as such term is defined by the CPC Policy).

Option-Based Awards

Certain of the directors and officers of the Corporation have been granted stock options pursuant to the Option Plan. The allocation and number of stock options granted was determined by the board of directors and the exercise price was established by the directors in accordance with the policies of the TSXV. The purpose of granting such options is to assist the Corporation in compensating, attracting, retaining and motivating its officers and directors and to closely align the personal interests of such persons to that of the shareholders.

Option-based awards are designed to reward individual performance and contribution to the Corporation’s objectives. Previous grants of option-based awards are taken into account when considering new grants.

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Summary Compensation Table for Named Executive Officers

The following table sets forth for the fiscal years ended March 31, 2020, 2019 and 2018, information concerning the compensation paid to the CEO and the CFO of PSQ (each a Named Executive Officer or NEO and collectively, the Named Executive Officers or NEOs).

Name	Fiscal year ended March 31	Fees earned ($)	Share- based awards ($)	Option- based Awards(1) ($)	Non-equity incentive plan compensatio n ($)	Pension value ($)	All other compensation ($)(2)	Total ($)
Shabir Premji CEO, President and Director	2020 2019 2018	Nil Nil Nil	Nil Nil Nil	Nil Nil 47,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil 47,000
Jack Pastuszko(3) CFO and Director	2020 2019 2018	Nil Nil Nil	Nil Nil Nil	Nil Nil 29,909	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil 29,909

Notes:

(1) Represents the value of stock options granted to the NEOs. The fair value of each option granted was determined on the date of grant using a Black-Scholes option pricing model. In the pricing model the following parameters were used for the stock options granted in the year ended March 31, 2018: (i) a risk free interest rate of 2%; (ii) volatility of 100%; (iii) an estimated forfeiture rate of 0%; and (iv) dividends of nil. These amounts are not necessarily reflective of actual amounts that may be realized on exercise.

(2) From the period of incorporation on March 10, 2017 through to the fiscal year ended March 31, 2018.

(3) On October 6, 2020, the Corporation granted 50,000 additional stock options to Jack Pastuszko. These options have an exercise price of $0.20 per share, immediate vesting, and an expiry date of October 6, 2030.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

As at PSQ’s last fiscal year ended March 31, 2020, PSQ did not have any outstanding Share-Based Awards.

Outstanding Option-Based Awards

The following table sets forth for each NEO all option-based awards which were outstanding as at PSQ’s last fiscal year ended March 31, 2020:

Name		Option-based Awards(1)(2)	Option-based Awards(1)(2)
	Number of Common Shares underlying unexercised Options	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options ($)
Shabir Premji	550,000	$ 0.10	June 19, 2027	33,000
Jack Pastuszko	350,000	$ 0.10	June 19, 2027	21,000

Notes:

(1) Represents the value of stock options granted to the NEOs, based on a closing market price per common share of $0.16 (the last price prior to cease trading of the Corporation’s shares in June 2019). These amounts are not necessarily reflective of actual amounts that may be realized on exercise.

(2) From the period of incorporation on March 10, 2017 through to the most recent fiscal year ended March 31, 2020.

Incentive Plan Awards – Value Vested or Earned During the Year

No incentive plan awards vested or were earned by the Named Executive Officer during the last fiscal year ended March 31, 2020.

Pension Plan Benefits

The Corporation has not implemented a pension plan.

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Termination and Change of Control Benefits

As at the end of each of the Corporation’s last three most recently completed financial years (March 31, 2020, 2019 and 2018) the Corporation had not entered into any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in an Named Executive Officer’s responsibilities.

Director Compensation

No cash compensation was paid to any directors of the Corporation during the last three financial years ended March 31, 2020, 2019 and 2018. The directors of the Corporation are eligible to receive grants of incentive stock options to purchase Common Shares pursuant to the terms of the Option Plan. Information concerning executive compensation of the directors of the Resulting Issuer will be contained in the Filing Statement.

Director Compensation Table for Directors (other than the Named Executive Officers)

No compensation was provided to any of the directors of the Corporation during the financial years ended March 31, 2020, 2019 and 2018.

The following table sets forth all compensation provided to the directors of the Corporation (other than the Named Executive Officer, whose disclosure with respect to compensation is set out above) for the financial year ended March 31, 2018:

Name	Fees earned ($)	Share- based award s ($)	Option- based Awards(1)( 2) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Timothy Mahoney(3)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Greg Hu(4)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Nashirudeen Meghji(5)	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Represents the value of Options granted to the directors. The fair value of each Option granted was determined on the date of grant using a Black-Scholes option pricing model.

(2) PSQ did not have any share-based awards outstanding as at March 31, 2020.

(3) Mr. Mahoney resigned as a director of the Company effective as of February 28, 2019.

(4) Mr. Hu resigned as a director of the Company effective as of May 28, 2019.

(5) Mr. Meghji was appointed a director of the Company on May 28, 2019.

The following table sets forth all awards outstanding for each of the directors of the Corporation (other than the NEOs, whose disclosure with respect to incentive plan awards is set out above) as of the fiscal year ended March 31, 2020:

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share based awards that have not vested ($)
Timothy Mahoney	Nil	Nil	Nil	Nil	Nil	Nil
Greg Hu	Nil	Nil	Nil	Nil	Nil	Nil
Nashirudeen Meghji(1)	Nil	Nil	Nil	Nil	Nil	Nil
Note:

(1) On October 6, 2020, the Corporation granted 150,000 stock options to Nashirudeen Meghji. These options have an exercise price of $0.20 per share, immediate vesting, and an expiry date of October 6, 2030.

Incentive Plan Awards – Value Vested or Earned During the Year

No incentive plan awards vested or were earned by the directors of the Corporation (other than the NEOs, whose disclosure with respect to incentive plan awards is set out above) during the years ended March 31, 2020, 2019 and 2018.

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12. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of the fiscal year ended March 31, 2020 regarding the number of Common Shares to be issued pursuant to equity compensation plans of the Corporation and the weighted-average exercise price of said securities:

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	950,000	$0.10	166,085
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	950,000	$0.10	166,085

The securities referred to in the table above were granted under the Option Plan or its predecessors plans.

13. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The Company is not aware of any individuals who are either current or former executive officers, directors or employees of the Company or any of its subsidiaries and who have indebtedness outstanding as at the date hereof (whether entered into in connection with the purchase of securities of the Company or otherwise) that is owing to: (i) the Company or any of its subsidiaries, or (ii) another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

Except as noted below and except for: (i) indebtedness that has been entirely repaid on or before the date of this Prospectus, and (ii) "routine indebtedness" (as defined in Form 51-102F5 of the Canadian Securities Administrators), the Company is not aware of any individuals who are, or who at any time since inception were, a director or executive officer of the Company, a proposed nominee for election as a director or an associate of any of those directors, executive officers or proposed nominees who are, or have been at any time since incorporation, indebted to the Company or any of its subsidiaries, or whose indebtedness to another entity is, or at any time since incorporation of the Company has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

As at December 31, 2020, Jack Pastuszko and Shabir Premji had received expense report advances from PSQ of approximately $2,791 and $557 respectively.

14. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the informed persons (as such term is defined in NI 51-102) of the Corporation, any proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director, has had any material interest, direct or indirect, in any transaction of the Corporation since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

15. MANAGEMENT CONTRACTS

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

16. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

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

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17. ADDITIONAL INFORMATION

Additional information relating to the Corporation, including copies of the Corporation's financial statements and Management's Discussion and Analysis is available on SEDAR at www.sedar.com, copies of which may be obtained from the Corporation upon request. The Corporation may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Corporation.

DATED this 12[th] day of May, 2021.

BY ORDER OF THE BOARD

(signed) "Shabir Premji " Chief Executive Officer

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APPENDIX "A" 2017 STOCK OPTION PLAN

P SQUARED RENEWABLES INC.

STOCK OPTION PLAN

1. Purpose

The purpose of the Plan is to provide an incentive to the directors, officers, employees and consultants of P Squared Renewables Inc. or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

2. Definitions And Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

• (a) " Board of Directors " means the board of directors of the Corporation;

• (b) " Common Shares " means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

• (c) " Corporation " means P Squared Renewables Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

• (d) " Exchange " means the TSX Venture Exchange Inc. or any other stock exchange on which the Common Shares are listed;

• (e) " Exchange Policies " means, collectively, Policy 4.4 of the Exchange entitled "Incentive Stock Options", Policy 1.1 of the Exchange entitled "Interpretation" and any other policies set forth in the Corporate Finance Manual of the Exchange applicable to incentive stock options;

• (f) " Option " means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board of Directors;

• (g) " Option Period " means the period determined by the Board of Directors during which an Optionee may exercise an Option, such period not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

• (h) " Optionee " means a person who:

• (i) is a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation;

• (ii) a corporation wholly-owned by such persons in (i) above; or

• (iii) any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, and

who is granted an Option pursuant to this Plan; and

• (i) " Plan " shall mean the Corporation's incentive stock option plan as embodied herein and as amended from time to time.

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Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policies, including without limitation "Consultant", "Discounted Market Price", "Employee", "Insider", "Investor Relations Activities", "Management Company Employee", "Tier I Issuer" and "Tier 2 Issuer".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

3. Administration

The Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to the approval of the Exchange, if required (including shareholder approval if required by the Exchange). Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of the Plan to a special committee of directors appointed from time to time by the Board of' Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

4. Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to the Plan and grant an Option to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon the approval of the Board of Directors. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine. Pursuant to Exchange Policies, the Corporation shall confirm and represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee in respect of Options granted to such Optionee.

5. Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or employee of or a consultant to the Corporation or any of its subsidiaries.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect of Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6. Common Shares Subject to Options

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time plus the number of Common Shares reserved for issuance under outstanding incentive stock options otherwise granted by the Corporation shall not exceed ten percent (10%) of the issued and outstanding Common Shares on a non-diluted basis, and such number shall increase or decrease as the number of issued and outstanding Common Shares changes.

Subject to Exchange Policies, the aggregate number of Common Shares reserved for issuance to any one (1) Optionee under Options granted in any 12 month period shall not exceed five percent (5%) of the issued and outstanding Common Shares determined at the date of grant, or two percent (2%) of the issued and outstanding Common Shares determined at the date of grant in the case of an Optionee who is a Consultant. In addition, no more than an aggregate of two percent (2%) of the issued and outstanding Common Shares determined at the date of grant may be granted to Employees conducting Investor Relations Activities. The aggregate number of options granted to all persons retained

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to provide Investor Relations Activities must not exceed two percent (2%) of the issued and outstanding Common Shares of the Corporation in any 12 month period, calculated at the date of grant.

Appropriate adjustments shall be made as set forth in Section 14 hereof in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unexercised Common Shares subject thereto shall again be available for the purpose of the Plan.

7. Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the " Stock Option Agreement "). The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of the Exchange or any other regulatory body having jurisdiction over the Corporation.

8. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which date shall be no later than the expiry of the Option Period (the " Expiry Date "), subject to earlier termination as provided in Sections 10, 11 and 16 hereof.

Subject to Exchange Policies and any limitations imposed by any other regulatory authority having jurisdiction over the Corporation, the exercise price of an Option granted under the Plan shall be as determined by the Board of Directors when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Common Shares. In the event that the Corporation proposes to reduce the exercise price of Options granted to an Optionee who is an Insider of the Corporation at the time of the proposed amendment, such amendment shall not be effective until disinterested shareholder approval has been obtained in respect of the reduction of the exercise price, if required by the rules and policies of the Exchange then in effect.

9. Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the Expiry Date, subject to Sections 10, 11 and 16 hereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted as set out in the Stock Option Agreement. Subject to Exchange Policies, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

10. Ceasing to be a Director, Officer, Employee or Consultant

If an Optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, any Options granted to such Optionee shall be exerciseable within 12 months following the Optionee's ceasing to be a director, officer, employee or consultant, as the case may be, or prior to the Expiry Date, whichever is earlier; however, such Options may be exercised by an Optionee who has ceased to be a director, officer, employee or consultant only if the Optionee was entitled to exercise the Options at or after the date of such cessation pursuant to the terms of the Optionee's Stock Option Agreement.

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11. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the Expiry Date, whichever is earlier, and then only:

• (a) by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution, or by the Optionee's legal personal representative; and

• (b) to the extent that the Optionee was entitled to exercise the Option at or after the date of the Optionee's death pursuant to the terms of the Optionee's Stock Option Agreement.

12. Optionee's Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except pursuant to Section 11 hereof, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

13. Takeover or Change of Control

The Corporation shall have the power, in the event of:

• (a) any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or

• (b) any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the outstanding Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction or change in control.

14. Anti-Dilution of the Option

In the event of:

• (a) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

• (b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change; and

• (c) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation,

A-4

amalgamation, merger or transfer if, on the effective date thereon, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

15. Costs

The Corporation shall pay all costs of administering the Plan.

16. Termination and Amendment

• (a) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any other regulatory authority having jurisdiction over the Corporation, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such other regulatory authority.

• (b) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 16(a) hereof, subject to the approval of the Exchange or any other regulatory authority having jurisdiction over the Corporation, and the approval of the shareholders of the Corporation if required by the Exchange or such other regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price of an Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

• (c) The Plan, and any amendments thereto, shall be subject to acceptance and approval by the Exchange. Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

17. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of Alberta and the laws of Canada applicable therein.

18. Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be, the date of shareholder approval for the Plan, if such approval is required by the Exchange, subject to final Exchange approval for the Plan, or the date of final Exchange approval for the Plan if the Exchange does not require shareholder approval for the Plan.

19. Withholding Taxes

The Corporation shall have the authority to take steps for the deduction and withholding, or for the advance payment or reimbursement by the Optionee to the Corporation, of any taxes or other required source deductions which the Corporation is required by law or regulation of any governmental authority whatsoever to remit in connection with this Plan, or any issuance of Common Shares. Without limiting the generality of the foregoing, the Corporation may, in its sole discretion:

• (a) deduct and withhold additional amounts from other amounts payable to an Optionee;

• (b) require, as a condition of the issuance of Common Shares to an Optionee that the Optionee make a cash payment to the Corporation equal to the amount, in the Corporation’s opinion, required to be withheld and remitted by the Corporation for the account of the Optionee to the appropriate governmental authority and

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the Corporation, in its discretion, may withhold the issuance or delivery of Common Shares until the Optionee makes such payment; or

• (c) sell, on behalf of the Optionee, all or any portion of Common Shares otherwise deliverable to the Optionee until the net proceeds of sale equal or exceed the amount which, in the Corporation’s opinion, would satisfy any and all withholding taxes and other source deductions for the account of the Optionee.

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APPENDIX "B" 2021 STOCK OPTION PLAN

1. Purpose

The purpose of the Plan is to provide an incentive to the directors, officers, employees and consultants of P Squared Renewables Inc. (“ PSQ ”) or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

2. Definitions And Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

• (a) " Board of Directors " means the board of directors of the Corporation;

• (b) " Common Shares " means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

• (c) " Corporation " means P Squared Renewables Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors;

• (d) " Exchange " means the TSX Venture Exchange Inc. or any other stock exchange on which the Common Shares are listed;

• (e) " Exchange Policies " means, collectively, Policy 4.4 of the Exchange entitled "Incentive Stock Options", Policy 1.1 of the Exchange entitled "Interpretation" and any other policies set forth in the Corporate Finance Manual of the Exchange applicable to incentive stock options;

• (f) " Option " means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board of Directors;

• (g) " Option Period " means the period determined by the Board of Directors during which an Optionee may exercise an Option, such period not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

• (h) " Optionee " means a person who:

• (iv) is a director, officer, employee or consultant of the Corporation or a subsidiary of the Corporation;

• (v) a corporation wholly-owned by such persons in (i) above; or

• (vi) any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, and

who is granted an Option pursuant to this Plan; and

• (i) " Plan " shall mean the Corporation's incentive stock option plan as embodied herein and as amended from time to time.

Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policies, including without limitation "Consultant", "Discounted Market Price", "Employee", "Insider", "Investor Relations Activities", "Management Company Employee", "Tier I Issuer" and "Tier 2 Issuer".

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

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3. Administration

The Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to the approval of the Exchange, if required (including shareholder approval if required by the Exchange). Notwithstanding the foregoing or any other provision contained herein, the Board of Directors shall have the right to delegate the administration and operation of the Plan to a special committee of directors appointed from time to time by the Board of' Directors, in which case all references herein to the Board of Directors shall be deemed to refer to such committee.

4. Eligibility

The Board of Directors may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to the Plan and grant an Option to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board of Directors is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon the approval of the Board of Directors. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board of Directors shall so determine. Pursuant to Exchange Policies, the Corporation shall confirm and represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee in respect of Options granted to such Optionee.

5. Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee's relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or employee of or a consultant to the Corporation or any of its subsidiaries.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect of Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

6. Common Shares Subject to Options

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time plus the number of Common Shares reserved for issuance under outstanding incentive stock options otherwise granted by the Corporation shall not exceed ten percent (10%) of the issued and outstanding Common Shares on a non-diluted basis, and such number shall increase or decrease as the number of issued and outstanding Common Shares changes.

Subject to Exchange Policies, the aggregate number of Common Shares reserved for issuance to any one (1) Optionee under Options granted in any 12 month period shall not exceed five percent (5%) of the issued and outstanding Common Shares determined at the date of grant, or two percent (2%) of the issued and outstanding Common Shares determined at the date of grant in the case of an Optionee who is a Consultant. In addition, no more than an aggregate of two percent (2%) of the issued and outstanding Common Shares determined at the date of grant may be granted to Employees conducting Investor Relations Activities. The aggregate number of options granted to all persons retained to provide Investor Relations Activities must not exceed two percent (2%) of the issued and outstanding Common Shares of the Corporation in any 12 month period, calculated at the date of grant.

Appropriate adjustments shall be made as set forth in Section 14 hereof in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

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If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unexercised Common Shares subject thereto shall again be available for the purpose of the Plan.

7. Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board of Directors, all in accordance with the provisions of this Plan (herein referred to as the " Stock Option Agreement "). The Stock Option Agreement will be in such form as the Board of Directors may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of the Exchange or any other regulatory body having jurisdiction over the Corporation.

8. Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which date shall be no later than the expiry of the Option Period (the " Expiry Date "), subject to earlier termination as provided in Sections 10, 11 and 16 hereof.

Subject to Exchange Policies and any limitations imposed by any other regulatory authority having jurisdiction over the Corporation, the exercise price of an Option granted under the Plan shall be as determined by the Board of Directors when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Common Shares. In the event that the Corporation proposes to reduce the exercise price of Options granted to an Optionee who is an Insider of the Corporation at the time of the proposed amendment, such amendment shall not be effective until disinterested shareholder approval has been obtained in respect of the reduction of the exercise price, if required by the rules and policies of the Exchange then in effect.

9. Exercise of Options

An Optionee shall be entitled to exercise an Option granted to him at any time prior to the Expiry Date, subject to Sections 10, 11 and 16 hereof and to vesting limitations which may be imposed by the Board of Directors at the time such Option is granted as set out in the Stock Option Agreement. Subject to Exchange Policies, the Board of Directors may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised.

In connection with the exercise of an Option, the Participant (or their administrator) shall follow the Corporation's procedures and policies relating to the payment or funding of any income tax withholdings applicable to the exercise of the Option, including, where required by the Corporation, the remittance to the Corporation by the Participant (or his or her heirs or administrators) of an amount of cash sufficient to satisfy any income tax withholding requirements relating to a gain on the exercise of the Option.

The proceeds received by the Corporation from the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine and direct.

10. Ceasing to be a Director, Officer, Employee or Consultant

If an Optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, any Options granted to such Optionee shall be exerciseable for up to 12 months following the Optionee's ceasing to be a director, officer, employee or consultant, as the case may be, or prior to the Expiry Date, whichever is earlier; however, such Options may be exercised by an Optionee who has ceased to be a director, officer, employee or consultant only if the Optionee was entitled to exercise the Options at or after the date of such cessation pursuant to the terms of the Optionee's Stock Option Agreement.

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11. Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the Expiry Date, whichever is earlier, and then only:

• (a) by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution, or by the Optionee's legal personal representative; and

• (b) to the extent that the Optionee was entitled to exercise the Option at or after the date of the Optionee's death pursuant to the terms of the Optionee's Stock Option Agreement.

12. Optionee's Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except pursuant to Section 11 hereof, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

13. Takeover or Change of Control

Notwithstanding the provisions of Section 10 or any vesting restrictions otherwise applicable to the relevant Options, in the event of a sale by the Corporation of all or substantially all of its assets or in the event of a change of control of the Corporation, each Participant shall be entitled to exercise, in whole or in part, the Options granted to such Participant hereunder (including any unvested portions), either during the term of the Option or within 90 days after the date of the sale or change of control, whichever first occurs. For the purpose of this Plan, change of control of the Corporation means and shall be deemed to have occurred upon any one of:

• (a) the acceptance by the holders of Shares of the Corporation, representing in the aggregate, more than 50 percent of all issued Shares of the Corporation, of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Shares of the Corporation; or

• (b) the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Shares acquired), directly or indirectly, of beneficial ownership of such number of Shares or rights to Shares of the Corporation, which together with such person's then owned Shares and rights to Shares, if any, represent (assuming the full exercise of such rights to voting securities) more than 50 percent of the combined voting rights of the Corporation's then outstanding Shares; or

• (c) the entering into of any agreement by the Corporation to merge, consolidate, amalgamate, initiate an arrangement or be absorbed by or into another corporation; or

• (d) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets or wind-up the Corporation's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and where the shareholdings remain substantially the same following the re-arrangement); or

• (e) individuals who were members of the Board of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for or an item of business relating to the election of directors, not constituting a majority of the Board following such election.

14. Anti-Dilution of the Option

In the event of:

• (a) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

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• (b) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change; and

• (c) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereon, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

15. Costs

The Corporation shall pay all costs of administering the Plan.

16. Termination and Amendment

• (a) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any other regulatory authority having jurisdiction over the Corporation, whether or not such amendment or termination would affect any accrued rights, subject to the approval of the Exchange or such other regulatory authority.

• (b) The Board of Directors may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 16(a) hereof, subject to the approval of the Exchange or any other regulatory authority having jurisdiction over the Corporation, and the approval of the shareholders of the Corporation if required by the Exchange or such other regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price of an Option if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

• (c) The Plan, and any amendments thereto, shall be subject to acceptance and approval by the Exchange. Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

17. Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of Alberta and the laws of Canada applicable therein.

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18. Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be, the date of shareholder approval for the Plan, if such approval is required by the Exchange, subject to final Exchange approval for the Plan, or the date of final Exchange approval for the Plan if the Exchange does not require shareholder approval for the Plan.

19. Withholding Taxes

The Corporation shall have the authority to take steps for the deduction and withholding, or for the advance payment or reimbursement by the Optionee to the Corporation, of any taxes or other required source deductions which the Corporation is required by law or regulation of any governmental authority whatsoever to remit in connection with this Plan, or any issuance of Common Shares. Without limiting the generality of the foregoing, the Corporation may, in its sole discretion:

• (a) deduct and withhold additional amounts from other amounts payable to an Optionee;

• (b) require, as a condition of the issuance of Common Shares to an Optionee that the Optionee make a cash payment to the Corporation equal to the amount, in the Corporation’s opinion, required to be withheld and remitted by the Corporation for the account of the Optionee to the appropriate governmental authority and the Corporation, in its discretion, may withhold the issuance or delivery of Common Shares until the Optionee makes such payment; or

• (c) sell, on behalf of the Optionee, all or any portion of Common Shares otherwise deliverable to the Optionee until the net proceeds of sale equal or exceed the amount which, in the Corporation’s opinion, would satisfy any and all withholding taxes and other source deductions for the account of the Optionee.

20. Blackout Periods

A "Blackout Period" shall mean a period of time during which the Option holder cannot exercise an Option, or sell the Shares that are issuable pursuant to the exercise of Options, due to applicable policies of the Corporation in respect of Insider Trading. Notwithstanding anything else contained herein, if the expiration date for an Option occurs during a Blackout Period applicable to the relevant Option holder, or within 10 business days after the expiry of a Blackout Period applicable to the relevant Option holder, then the expiration date for that Option (the " Blackout Expiry Date ") shall be the date that is the tenth business day after the expiry date of the Blackout Period. This Section 9 applies to all Options outstanding under the Plan, and the Blackout Expiry Date may not be amended without the approval of the shareholders of the Corporation.

21. Stock Exchange Rules

This Plan and any option agreements entered into hereunder shall comply with the requirements from time to time of the stock exchange or exchanges on which the Corporation’s Common Shares are listed.

22. Right to Issue Other Shares

The Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Shares, varying or amending its share capital or corporate structure or conducting its business in any way whatsoever.

23. Notice

Any notice required to be given by this Plan shall be in writing and shall be given by registered mail, postage prepaid or delivered by courier or email transmission addressed, if to the Corporation, at its principal head office address (Attention: Chief Financial Officer); or if to a Participant, to their last known address as it appears on the books of the Corporation; or if to any other person, to the last known address of such person.

24. Gender

Whenever used herein words importing the masculine gender shall include the feminine and neuter genders and vice versa.

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APPENDIX "C" AUDIT COMMITTEE CHARTER

Role and Objective

The Audit Committee (the " Committee ") is a committee of the Board of Directors of P Squared Renewables Inc. (the " Corporation ") to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, management's reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board of Director approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee, with respect to the Corporation and its subsidiaries, shall include:

• To assist Directors in satisfying their responsibilities in respect of the preparation and disclosure of the financial statements of the Corporation and related matters.

• Provide an open avenue of communication among the Corporation's Board of Directors and the external auditors.

• To enhance the external auditors' independence and review and appraise their performance.

• To review the credibility and objectivity of the Corporation’s financial statements and related disclosures.

• To strengthen the role of the outside directors by facilitating in-depth discussions between directors on the Committee, the Corporation’s management and external auditors.

Composition

The Committee shall be composed of at least three individuals appointed by the Board from amongst its members, all of which members will be independent (within the meaning of National Instrument 52-110 Audit Committees and regulations and applicable stock exchange rules) unless the Board determines to rely on an exemption in NI 52110. "Independent" generally means free from any business or other direct or indirect material relationship with the Corporation that could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgment.

All of the members of the Committee must be financially literate within the meaning of NI 52-110 unless the Board has determined to rely on an exemption in NI 52-110. Being "financially literate" means members have 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 issues that can reasonably be expected to be raised by the Corporation's financial statements.

The Board of Directors shall have the power to appoint the Committee Chair, failing which the Committee Chair shall be elected from its members.

The Secretary to the Board shall act as Secretary of the Committee.

Meetings

The Committee shall meet at least quarterly. Special meetings shall be convened as required. The Corporation’s external auditors may convene a meeting if they consider that it is necessary.

A quorum for meetings of the Committee shall be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing the Board of Directors.

Agendas, with input from management, shall be circulated to Committee members and relevant management personnel along with background information on a timely basis prior to the Committee meetings.

The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to the Committee members with copies to the Board of Directors, the Chief Financial Officer or such other officer acting in that capacity, and the external auditor. The Committee shall report to the Board on all proceedings and deliberations of the Committee at the first subsequent meeting of the Board, and at such other times and in such manner as the Board may require or as the Committee in its discretion may consider advisable.

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The Chief Financial Officer of the Corporation shall be available to attend at all meetings of the Committee unless otherwise excused from all or any part of such meeting by the Chair. The Committee will have access to such other officers and employees of the Corporation and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

The auditors of the Corporation are entitled to receive notice of every meeting of the Committee and to attend and be heard thereat.

Responsibilities

The Committee’s primary responsibilities are to:

• (A) oversee accounting and financial reporting processes used by the Corporation and the audits of the Corporation’s financial statements;

• (B) oversee the work of the external auditors;

• (C) undertake annually a review of this mandate and, where necessary or desirable, recommend changes to the Board of Directors;

• (D) satisfy itself on behalf of the Board with respect to the Corporation's internal control systems, including, where applicable, relating to derivative instruments:

• (1) identifying, monitoring and mitigating business risks; and

• (2) ensuring compliance with legal, ethical and regulatory requirements;

• (E) review the Corporation's annual and interim financial statements and the notes thereto prior to their submission to the Board of Directors for approval. The process should include but not be limited to, where applicable:

• (1) reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years' financial statements;

• (2) reviewing significant accruals, reserves or other estimates and reserves, including those made with respect to environmental matters;

• (3) reviewing the accounting treatment of unusual or non-recurring transactions;

• (4) ascertaining compliance with covenants under loan agreements;

• (5) reviewing financial reporting related to asset retirement obligations;

• (6) reviewing disclosure requirements for commitments and contingencies;

• (7) reviewing adjustments raised by the external auditors, whether or not included in the financial statements;

• (8) reviewing unresolved differences between management and the external auditors;

• (9) obtain explanations of significant variances with comparative reporting periods; and

• (10) determine through inquiry if there are any related party transactions and ensure the nature and extent of such transactions are properly disclosed;

• (F) review the financial statements, MD&A, information circular-proxy statements, annual information forms, prospectuses and all other public disclosure containing audited or unaudited financial information before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of the Corporation’s disclosure of all other financial information. The Committee shall also review the Corporation’s policies and procedures for making and updating disclosures on the Corporation’s website;

• (G) with respect to the appointment of external auditors by the Board:

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• (1) ensure the auditors’ ultimately accountability to the Board of Directors and to the Committee as representatives of the shareholders of the Corporation and as such representatives, to evaluate the performance of the auditors;

• (2) recommend to the Board of Directors the appointment of the auditors;

• (3) recommend to the Board of Directors the terms of engagement of the auditors, including the compensation of the auditors and a confirmation that the auditors shall report directly to the Committee;

• (4) obtain on a periodic basis, a formal written statement of auditors setting forth all relationships between the auditors and the Corporation, consistent with Canadian and other applicable auditor independence standards, and to review such statements and actively engage in a dialogue with respect to any relationships or services that may impact the objectivity and independence of the auditors, and to review the statement and dialogue with the Board of Directors and recommend to the Board of Directors appropriate action to ensure the independence of the auditors;

• (5) provide a line of communication between the auditors and the Board of Directors;

• (6) when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change; and

• (7) meet with the auditors at least once per quarter without the presence of management to allow a candid discussion regarding any concerns the auditors may have and to resolve any disagreements between management and the external auditors regarding financial reporting;

• (H) review risk management policies and procedures for the Corporation (i.e. hedging, litigation and insurance);

• (I) review the evaluation of internal controls and management information systems by the external auditors together with management’s response to any identified weaknesses and obtain reasonable assurance that the accounting systems are reliable and that the system of internal controls is effectively designed and implemented;

• (J) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management;

• (K) review the process under which the Chief Executive Officer and the Chief Financial Officer evaluate and report on the effectiveness of the Company’s design of internal control over financial reporting and disclosure controls and procedures;

• (L) satisfy itself that adequate procedures are in place for the review of the Corporation's public disclosure of financial information from the Corporation's financial statements and periodically assess the adequacy of those procedures;

• (M) review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation;

• (N) review and approve the proposed audit plan and the external auditors’ proposed audit scope and approach with the external auditors and management and ensure there are no unjustifiable restriction or limitations have been placed on the audit scope;

• (O) approve in advance all audit and non-audit engagements of the external auditors; provided, however that non-audit engagements may be approved pursuant to a pre-approval policy established by the Committee that (i) is detailed as to the services that may be pre-approved, (ii) does not permit delegation of approval authority to the Corporation’s management, and (iii) requires that the delegatee inform the Committee of each service approved and to be performed under the policy. Approval for minor non-audit related services is subject to applicable laws;

• (P) establish a procedure for the:

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• (1) confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters, and

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

• (Q) ensure that the Board is aware of matters which may significantly impact the financial condition or affairs of the business of the Corporation;

• (R) review and assess the adequacy of insurance coverage, including directors’ and officers’ liability coverage; and

• (S) review any other matters that the Committee feels are important to its mandate or that the Board chooses to delegate to it.

Authority

Following each meeting, in addition to a verbal report, the Committee will report to the Board by way of providing copies of the minutes of such Committee meeting at the next Board meeting after a meeting is held (these may still be in draft form).

Supporting schedules and information reviewed by the Committee shall be available for examination by any director.

The Committee shall have the authority to investigate any financial activity of the Corporation and to communicate directly with the internal and external auditors. All employees are to cooperate as requested by the Committee.

The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain independent professional advice to assist in fulfilling its duties and responsibilities at the expense of the Corporation.

This Charter is a broad policy statement and is intended to be part of the Audit Committee's flexible governance framework. While this Charter should comply with all applicable laws, regulations and listing requirements and the Corporation's articles and by-laws, this Charter does not create any legally binding obligations on the Committee, the Board of Directors or the Corporation.

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