Xcyte Digital Corp. - AGM Information 2023

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (each, a “ Share ”) of GHP Noetic Science‐Psychedelic Pharma Inc. (the “ Company ”) will be held virtually using the Onstream Media virtual platform set out below at 2:00 p.m. (Toronto time) on August 8, 2023.

The Meeting is being held for the following purposes:

to receive the audited financial statements of the Company for the fiscal year ended December 31, 2022, and the auditors’ report thereon;
to re‐appoint MNP LLP as the auditor of the Company for the fiscal year ending December 31, 2023 at such remuneration as may be fixed by the Board;
to fix the number of directors to be elected at the Meeting at five;
to elect the board of directors of the Company (the “ Board ”), including alternative directors to be appointed upon completion of the Transaction, as defined in the management information circular of the Company dated July 12, 2023 (the " Information Circular ") accompanying this Notice, to hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving (a) an amendment of the Articles of the Company (the " Articles "), and any other changes as may be required to conform with the requirements of applicable laws, including the Business Corporations Act (Ontario) (the “ OBCA ”), to redesignate the common shares of the Company as subordinate voting shares (the " SV Shares ") on a 1.25:1 basis and amend the terms of the Articles relating to such SV Shares, such that they will have the special rights, privileges, conditions and restrictions described under the heading “ Summary Share Terms ” in the Information Circular; and (b) an amendment to the Articles, and any other changes as may be required to conform with the requirements of applicable laws, including the OBCA, as applicable, to increase the authorized share capital of the Company by creating an unlimited number of a new class of multiple voting shares (the “ MV Shares ”) having the special rights and restrictions described under the heading “ Summary Share Terms ” in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the change of the name of GHP Noetic Science‐Psychedelic Pharma Inc. to “Xcyte Digital Corp.” or such other name acceptable to the TSX Venture Exchange (or any other stock exchange on which the common shares of the Company are listed) and as the directors of the Company in their sole discretion determine is appropriate in connection with the Company's Qualifying Transaction, as more fully described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving an amendment to Articles to consolidate the issued and outstanding Shares on the basis of a ratio of 1.25 pre‐ consolidation Shares for each post‐consolidation Share, as more fully described in the Information Circular;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the disinterested Shareholders approving the Company's omnibus incentive plan to replace the Company's existing stock option plan, as more fully described in the Information Circular; and
to transact such other business as may properly be brought before the Meeting or any adjournment of the Meeting.

This year’s Meeting will be available to virtually to Shareholders, however Shareholders will not be able to vote their Shares at the Meeting. In order to have their Shares voted at the Meeting, Shareholders must complete online, or mail

to the Company’s transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, ON M6H 4H1, their duly completed form of proxy or voting instruction form (“ VIF ”) prior to 2:00 p.m. (Toronto time) on August 3, 2023. We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to vote your Shares in advance of the Meeting is enclosed. Please take the time to vote using the form of proxy or VIF sent to you in accordance with the instructions thereon so that your Shares are voted according to your instructions and represented at the Meeting. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

To join the meeting, please use one of the following:

Webcast URL: https://join.onstreammedia.com/live/31868937/080823

Dial‐in numbers: US Toll free: (866) 682‐6100

International direct: +1 (862) 298‐0702

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date of this Notice, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice. Shareholders who are planning on returning the accompanying form of proxy or VIF are encouraged to review the Information Circular carefully before returning.

Only shareholders of record as of June 19, 2023, being the record date for the Meeting, are entitled to receive notice of, and to vote at, the Meeting and at any adjournment or postponement of the Meeting.

If you are an unregistered shareholder of the Company and received these materials through your broker or another intermediary, please complete and return the form of proxy or VIF provided to you by such broker or other intermediary in accordance with the instructions provided.

DATED this 12[th] day of July, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Paul Barbeau Chief Executive Officer and Director

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC. INFORMATION CIRCULAR

July 12, 2023

This management information circular (this “ Circular ”) is furnished in connection with the solicitation of proxies by and on behalf of the management of GHP Noetic Science‐Psychedelic Pharma Inc. (the “ Company ”) for use at the annual general and special meeting (the “ Meeting ”) of the holders (each, a “ Shareholder ”) of common shares in the capital of the Company (each, a “ Share ”) to be held virtually on the Onstream Media virtual platform as set out below at 2:00 p.m. (Toronto time) on August 8, 2023, and at any adjournment or postponement of such Meeting, for the purposes set forth in the accompanying notice of the Meeting (the “ Notice of Meeting ”).

Unless otherwise specified, information contained in this Circular is given as of July 12, 2023. No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

All references to Shareholders in this Circular and the accompanying Notice of Meeting and form of proxy (the “ Form of Proxy ”) are to Shareholders of record unless specifically stated otherwise. Unless otherwise indicated, references to the Form of Proxy in this Circular are deemed to include reference to the voting instruction form (“ VIF ”) provided to non‐ registered (or beneficial) Shareholders in connection with the Meeting.

To join the Meeting on the Onstream Media virtual platform, please use one of the following:

Webcast URL: https://join.onstreammedia.com/live/31868937/080823

Dial‐in numbers: US Toll free: (866) 682‐6100

International direct: +1 (862) 298‐0702

This year’s Meeting will be available to Shareholders virtually, however Shareholders will not be able to vote their Shares at the Meeting. In order to have their Shares voted at the Meeting, Shareholders must complete online, or mail to the Company’s transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1, their duly completed Form of Proxy or VIF prior to 2:00 p.m. (Toronto time) on August 3, 2023. The Chair of the Meeting (the “ Chair ”) will address the Meeting, and Shareholders will be able to listen and ask questions at the Meeting, in real time. Management encourages you to make sure that your votes are represented at the Meeting. Voting in advance of the ‐ Meeting by completing the Form of Proxy (for registered Shareholders) or VIF (for non registered Shareholders) in accordance with the instructions set out in the Form of Proxy or VIF provided to you (as applicable) will ensure your votes are counted at the Meeting. Additional information on how to vote your Shares in advance of the Meeting is enclosed.

SOLICITATION OF PROXIES

The information contained in this Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company to be used at the Meeting and for the purposes set forth in the Notice of Meeting. It is expected that the solicitation of proxies will be primarily by mail or email. Employees of the Company may solicit proxies personally or by telephone at nominal cost. The cost of any such solicitation by management will be borne by the Company.

APPOINTMENT OF PROXIES

The persons named in the enclosed Form of Proxy (the “ Management Appointees ”) are directors and/or officers of the Company. A Shareholder who wishes to appoint some person, who need not be a Shareholder, other than the

Management Appointees to represent such Shareholder at the Meeting may do so by inserting such person’s name in the blank space provided in the Form of Proxy and striking out the names of the Management Appointees, or by completing another proper Form of Proxy.

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The Management Appointees will vote or withhold from voting the Shares in respect of which they are appointed in accordance with the instructions of the Shareholder appointing them in the Form of Proxy. In the absence of any such direction, such Shares will be voted IN FAVOUR of each matter identified in the Form of Proxy.

The Form of Proxy confers discretionary authority upon the Management Appointees with respect to any amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment or postponement of such Meeting. As of the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

REVOCATION OF PROXIES

A registered Shareholder who has given a proxy may revoke the proxy as to any motion on which a vote has not already been cast pursuant to the authority conferred by it, by: (a) depositing another completed Form of Proxy, executed by such registered Shareholder or by their attorney authorized in writing or by electronic signature or, if the registered Shareholder is an entity, by an officer or attorney of such Shareholder properly authorized, either (i) with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1 by 2:00 p.m. (Toronto time) on August 3, 2023, or (ii) with the Chair on the day of the Meeting or any adjournment of such Meeting; (b) delivering a written and signed revocation to the person and as otherwise provided in (i) or (ii) above; or (c) in any other manner permitted by law, including attending the Meeting in person.

VOTING BY NON‐REGISTERED SHAREHOLDERS

The information in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their Shares in their own name and thus are considered non‐registered Shareholders. If Shares are listed in an account statement provided to a Shareholder by a broker or other intermediary then, in almost all cases, those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the name of the Shareholder’s broker or other intermediary holding on the Shareholder’s behalf.

If you have received the Form of Proxy directly, you may vote your Shares on the Internet, or return the Form of Proxy to TSX Trust Company, in accordance with the instructions set out on the Form of Proxy.

Only registered Shareholders, or the persons appointed as their proxies, are entitled to attend and vote at the Meeting. Non‐registered Shareholders, including non‐objecting beneficial owners (“ NOBOs ”) and objecting beneficial owners (“ OBOs ”), will receive a VIF from an intermediary by way of instruction of their financial institution. Detailed instructions regarding how non‐registered Shareholders can submit their votes (including by voting on the Internet) will be in the VIF. Non‐registered Shareholders should return their voting instructions as specified in the instructions in the VIF in order to direct the voting of the Shares they beneficially own. Should a non‐registered Shareholder who receives either a Form of Proxy or VIF wish to vote at the Meeting in person, the non‐registered Shareholder should strike out the names of the Management Appointees and insert the non‐registered Shareholder’s name in the blank space provided or, in the case of a VIF, follow the directions indicated on the VIF. Non‐registered Shareholders who receive a VIF from an intermediary should carefully follow the instructions of their intermediary, including those regarding when and where the VIF is to be delivered.

A non‐registered Shareholder who has submitted a VIF may revoke it by contacting the intermediary through which the non‐registered Shareholder’s Shares are held and following the intermediary’s instructions. A non‐registered

Shareholder who has duly submitted the Form of Proxy may revoke it in the manner described in the Form of Proxy. Please refer to the sections entitled “Appointment of Proxies” and “Revocation of Proxies”.

These materials are being sent to both registered and non‐registered Shareholders. The Company has determined not to pay the fees and costs of intermediaries for their services in delivering Meeting materials to OBOs in accordance with National Instrument 54‐101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . As a result, OBOs will not receive the Meeting materials unless the OBO’s intermediary assumes the costs of delivery.

VOTING SHARES AND RECORD DATE

The Company is authorized to issue an unlimited number of Shares, with each Share carrying the right to one vote at all meetings of the Shareholders.

In accordance with the provisions of the Business Corporations Act (Ontario) (the " OBCA ") the Company has fixed June 19, 2023 (the “ Record Date ”) as the record date for the purpose of determining Shareholders entitled to receive notice of and to vote at the Meeting. Each Shareholder as of the close of business on the Record Date will be entitled to one vote per Share owned at the Meeting and any adjournment or postponement of the Meeting. The Company had 10,000,000 Shares issued and outstanding at the Record Date.

A quorum for the transaction of business at the Meeting shall be at least two persons present in person or represented by proxy at the Meeting, holding Shares representing, in the aggregate, not less than 5% of the outstanding Shares.

PRINCIPAL HOLDERS OF VOTING SHARES

As of the Record Date, to the knowledge of the directors and officers of the Company, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying more than 10% of the voting rights attached to all outstanding Shares, except as stated below.

Name of Shareholder	Number of Shares	Percentage of Class(1)
Noetic Psychedelic Fund LP(2)	1,962,799	19.6%

(1) Based on 10,000,000 Shares issued and outstanding as at the Record Date.

(2) Noetic Psychedelic Fund LP is an Ontario private limited partnership and its general partner is Grey House Partners GP Inc. See " Particulars of Matters to be Acted Upon at the Meeting – Election of Directors " below.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AT THE MEETING

Except as disclosed in this Circular, no director or officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, none of the directors or senior officers of the Company, nor any proposed director of the Company, nor any person who beneficially owns, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares, nor any associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Unless otherwise noted, approval of matters to be placed before the Meeting (other than the Share Reorganization Resolution (as defined below), the Consolidation Resolution (as defined below) and the Name Change Resolution (as

defined below)) will be by way of an “ordinary resolution”, which is a resolution passed by a simple majority (50% plus 1) of the votes cast by Shareholders entitled to vote and present in person or represented by proxy at the Meeting. In order to be approved, the Share Reorganization Resolution, the Name Change Resolution and the Consolidation Resolution must be approved by a special majority (66[2] /3%) of the votes cast by Shareholders entitled to vote and present in person or represented by proxy at the Meeting. The Share Reorganization Resolution must also be approved by the Majority of the Minority, as defined below.

XCYTE BUSINESS COMBINATION – BACKGROUND

As announced in the press release of the Company dated June 19, 2023 (a copy of which is available under the Company’s profile on SEDAR, at www.sedar.com), the Company has entered into an amended and restated business combination agreement dated effective June 15, 2023 (the “ Transaction Agreement ”) (a copy of which is available under the Company’s profile on SEDAR, at www.sedar.com) with Xcyte Digital Corp. (“ Xcyte ”), a Florida‐based event technology aggregation and development company, and Xcyte's shareholders, Onstream Media Corporation (" Onstream ") and James Hayes‐Jones (together with Onstream, the " Vendors "). Pursuant to the Transaction Agreement, GHP will acquire all of the issued and outstanding securities of Xcyte from the Vendors in exchange for securities of GHP (the " Transaction ").

Pursuant to the Transaction Agreement, as conditions precedent to the Transaction, the Company agreed to, among other things, (a) redesignate the currently outstanding common shares of GHP (the " Shares ") as subordinate voting shares (each, an “ SV Share ”) on a 1.25:1 basis, including amending the special rights, privileges, conditions and restrictions pertaining to the SV Shares and increase the authorized capital of the Company by creating an unlimited number of a new class of shares in the authorized share structure of the Company designated as multiple voting shares (each, an " MV Share "), with each MV Share convertible into 10,000 SV Shares and each MV Share entitled to vote on an as‐converted basis with the SV Shares with 10,000 votes per MV Share (the " Share Reorganization "); (b) change the Company's name to “ Xcyte Digital Corp. " or such other name as is determined by Xcyte and acceptable to regulatory authorities and the Company (the " Name Change "); and (c) consolidate the SV Shares on the basis of 1.25 pre‐ consolidation SV Shares for each post‐consolidation SV Share (the “ Consolidation ”).

The Transaction, if completed, will constitute the “Qualifying Transaction” of the Company as defined in Policy 2.4 Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “ Exchange ”), such that upon completion of the Transaction, the Company, (being, following the closing of the Transaction, the “ Resulting Issuer ”) will be listed as a Tier 1 Technology Issuer on the Exchange and will continue the business of Xcyte, which is ultimately the business carried on, conducted and operated by Onstream as of the date of the Transaction Agreement, being event technology aggregation and development.

The Transaction will not be a “Non‐Arm’s Length Qualifying Transaction” under the policies of the Exchange, as the Company, Xcyte and the Vendors are all arm's length parties.

The closing of the Transaction is subject to the receipt of all requisite regulatory approvals (including the approval of the Exchange) and other customary conditions.

In connection with the Transaction, the Company intends on completing a majority arm's length non‐brokered private placement of subscription receipts (each, a " Subscription Receipt "), units (the " MV Units ") comprised of one MV Share and one‐half of one SV Share purchase warrant (each whole warrant, a " Warrant ") and/or units comprised of one SV Share and one half of one Warrant (the " SV Units ") for minimum aggregate gross proceeds of $4,300,000 and maximum aggregate gross proceeds of $6,000,000 (the " Concurrent Financing "). Subscription Receipts issuable to purchasers who are not U.S. Persons (as defined under Regulation S of the United States Securities Act of 1933 ) (the " CAD Subscription Receipts ") and SV Units will be issued at a price of $0.25 per CAD Subscription Receipt or SV Unit. Subscription Receipts issuable to purchasers who are U.S. Persons (the " US Subscription Receipts ") and MV Units will be issued at a price of US$1900 per US Subscription Receipt and MV Unit.

Upon the satisfaction of the Escrow Release Conditions (as defined below), (a) each CAD Subscription Receipt will be automatically converted into one post‐Consolidation SV Share and one‐half of one Warrant and (b) each US Subscription

Receipt will be automatically converted into one MV Share and one‐half of one Warrant. Each Warrant will entitle the holder to purchase one post‐Consolidation SV Share (each, a “ Warrant Share ”) at a price of CAD$0.50 per Warrant Share for a period of 24 months following the conversion of the Subscription Receipts.

"Escrow Release Conditions” means the satisfaction of each of the following conditions to the satisfaction of the Company (a) the completion of the Consolidation and the Share Reorganization, (b) the satisfaction or waiver of all conditions precedent to the completion of the Qualifying Transaction, other than the release of the proceeds from the Concurrent Financing and the conversion of the Subscription Receipts, (c) the receipt of all government or regulatory approvals and third party consents required in connection with the Qualifying Transaction (other than the final approval of the TSXV), (d) the receipt of the conditional approval of the TSXV for the Qualifying Transaction and the listing of the SV Shares and the Warrant Shares on the TSXV, and (e) the delivery by the Company to the Subscription Receipt Agent of a release notice confirming the conditions in (a) through (d) have been satisfied;

At the Meeting, the Company will seek Shareholder approval of the Share Reorganization, the Name Change and the Consolidation, each of which is a condition to the completion of the Transaction. A failure to obtain Shareholder approval of these matters could impede or prevent the completion of the Transaction.

The Board believes that the Transaction will have the following benefits for the Shareholders:

a) the Company will acquire an economic interest in the business of Xcyte and the funds raised pursuant to the Concurrent Financing;
b) Shareholders will be in a position to participate in any future value creation and growth opportunities in the business of Xcyte;
c) the Resulting Issuer is expected to have increased share trading liquidity and will have a greater market capitalization that is attractive to a wider range of investors than that offered by the Company prior to the Transaction;
d) the Xcyte Nominees (as defined below) have experience in the event technology aggregation and development industry and have demonstrated capabilities in creating value for stakeholders, financing, acquiring and developing assets; and
e) the Xcyte Nominees have high visibility in the technology community, and significant relationships with key sector investors and analysts that should help to attract strong retail and institutional support.

SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE TRANSACTION. However, the Transaction is of material importance to the Company and certain matters to be considered at the Meeting are necessary in order to prepare the Company to complete the Transaction. Full details regarding Xcyte, the Vendors and the Transaction will be disclosed by the Company in a filing statement (the “ Filing Statement ”) to be prepared and filed under the policies of the Exchange. The Filing Statement will be posted under the Company’s profile on SEDAR, at www.sedar.com prior to completion of the Transaction. Management will endeavour to post the Filing Statement on SEDAR as quickly as possible, but the posting of the Filing Statement is not expected to occur until after the date of the Meeting. Shareholders are urged to review the press releases issued by the Company on February 9, 2023 and June 22, 2023 announcing the Transaction Agreement and the Filing Statement when filed on SEDAR as they contain important disclosure regarding Xcyte, the Vendors, the Resulting Issuer and the Transaction. There are a number of risks associated with the Transaction and the business of Xcyte. The principal risk factors will be set out in the Filing Statement.

Subject to receipt of all approvals, including from the Exchange, the Transaction is anticipated to close in the third quarter of 2023. Certain of the resolutions sought to be passed by the Shareholders at the Meeting will be conditions to the completion of the Transaction. Failure to pass these resolutions could impede or prevent the completion of the Transaction.

FINANCIAL STATEMENTS

The audited annual financial statements of the Company for the year ended December 31, 2022, together with the auditor's report thereon, will be tabled at the Meeting, but no vote will be taken thereon and such financial statements are also available on the Company's SEDAR profile at www.sedar.com.

APPOINTMENT AND REMUNERATION OF AUDITOR

At the Meeting, the Shareholders will be asked to vote for the re‐appointment of MNP LLP as auditor of the Company for the fiscal year ending December 31, 2022, at a remuneration to be fixed by the board of directors of the Company (the “ Board ”). If appointed, MNP LLP will serve until the earlier of the next annual general meeting of the Shareholders or until its successor is appointed. MNP LLP was first appointed auditor of the Company following the Company’s incorporation in 2020.

The Board recommends that Shareholders vote FOR the appointment of MNP LLP as auditor of the Company for the fiscal year ending December 31, 2022 at a remuneration to be fixed by the Board, to hold office until the earlier of the next annual general meeting of the Shareholders or until its successor is appointed. Unless another choice is specified, the Management Appointees intend to vote FOR the appointment of MNP LLP as auditor of the Company for the ensuing year at a remuneration to be fixed by the Board. In order to be effective, the ordinary resolution must be approved by not less than a majority of the votes cast thereon by Shareholders who are present at the Meeting or by proxy.

ELECTION OF DIRECTORS

The articles of the Company provide that the Board must have a minimum of one and a maximum of ten directors. The Board is currently comprised of five directors, being Paul Barbeau, Andrew Jolley, George Main, Sa'ad Shah, and Warren Wright (collectively, the “ Current Nominees ”), all of whom are being nominated for re‐election. The directors of the Company are elected annually. At the Meeting, Shareholders will be asked to fix the number of directors of the Company at five, subject to permitted increases under the articles of the Company or otherwise, and elect, on an individual basis, each of the Current Nominees to act as directors of the Company.

However, effective following the completion of the Transaction, it is anticipated that Messrs. Jolley, Main, Shah and Wright (the " Retiring Directors ") will resign from the Board with Randy Selman, Alan Saperstein, and Michele Middlemore being elected to the Board (the " Xcyte Nominees ", together with the Current Nominees, the " Nominees "). Mr. Barbeau intends to remain as a director following the completion of the Transaction (the " Remaining Director ").

If elected, each will hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal, or their offices are otherwise earlier vacated in accordance with the provisions of the OBCA or the Company's Articles.

The Board recommends that Shareholders vote FOR:

the election of each of the Current Nominees as directors of the Company, to hold office until the earlier of his or her re‐election or replacement at the next annual meeting of shareholders and completion of the Transaction, unless their offices are otherwise earlier vacated in accordance with the provisions of the OBCA or the Company's Articles; and
the removal of the Retiring Directors effective upon completion of the Transaction and the election of the Xcyte Nominees and the Remaining Director as directors of the Company, to hold office from the completion of the Transaction until his or her re‐election or replacement at the next annual meeting of shareholders.

Unless otherwise indicated, the Management Appointees will vote FOR the election of each of these proposed nominees as directors of the Company.

Management does not contemplate that any of the Nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the Management Appointees reserve the right to vote for another nominee in their discretion.

The following table sets forth, for each Xcyte Nominee, the positions and offices they hold will hold with the Resulting Issuer following completion of the Transaction, their principal occupation, business or employment within the five preceding years, and the number of SV Shares or MV Shares beneficially owned, or controlled or directed, directly or indirectly, by each of them as of completion of the Transaction and the Concurrent Financing:

Name, Residence and Office Held	Principal Occupation, Business or Employment	Director Since	Number of SV Shares or MV Shares
Randy Selman Pompano Beach, Florida Chief Executive Officer and Director of the Resulting Issuer	Mr. Selman is the CEO, a director and founder of Xcyte. Mr. Selman is also a co‐founder of, and has served as CEO, President and Chairman of Onstream (formerly, Visual Data Corp.) Prior to his current roles, Mr. Selman founded and served as the Chairman, President and CEO of the software development company SK Technologies Corporation. Mr. Selman has experience developing early webcasting platform and several virtual event platforms. His strategic acquisitions include Infinite Conferencing Inc., Entertainment Digital Network and Onstream.	Will be appointed upon completion of the Transaction	Nil
Alan Saperstein Pompano Beach, Florida Chief Operating Officer and Director of the Resulting Issuer	Mr. Saperstein is the COO and a director of Xcyte. Mr. Saperstein is also the co‐founder and COO of Onstream. Mr. Saperstein is a co‐manager of a portfolio of patented technologies used by hundreds of companies worldwide. Prior to his current roles, Mr. Saperstein served as a director of the Entertainment Division for NFL Films, where he was responsible for producing over 100 multi‐camera arena rock videos for major acts.	Will be appointed upon completion of the Transaction	Nil
Michele Middlemore Toronto, Ontario Director	Ms. Middlemore is founder and Managing Director of MC2 Business Advisors Inc. and brings over 25 years of experience in mergers & acquisitions and corporate finance, having advised public and private companies in a variety of industries. She was previously a partner with MNP LLP, a national accounting firm, a member of the executive management team of a large Canadian corporation, an advisor with PricewaterhouseCoopers LLP in Canada and the United Kingdom and a sessional lecturer at the University of Toronto Rotman School of Management. Ms. Middlemore is a Chartered Professional Accountant, Chartered Financial Analyst and Chartered Business Valuator.	Will be appointed upon completion of the Transaction	Nil
David Adler Washington, DC Director	Mr. Adler founded BizBash.com, a leading resource for event organizers. Mr. Adler also founded the Convention, Event, Meeting & Exhibition (CEME) Coalition and served on the boards of Magazine Publishers Association, Fine Arts Committee of the US State Department, Outward Bound Hurricane Island, EVENT U, and others. Mr. Adler resides in Washington, DC	Will be appointed upon completion of the Transaction	Nil

The following table sets forth, for each Current Nominee, the positions and offices they hold with the Company, their principal occupation, business or employment within the five preceding years, the year in which they first became a director of the Company, and the number of Shares beneficially owned, or controlled or directed, directly or indirectly, by each of them as of the date of this Circular:

Name, Residence and Office Held	Principal Occupation, Business or Employment	Director Since	Number of Shares(1)
Warren Wright Schomberg, Ontario Director and Chief Financial Officer	Mr. Wright, who is now retired, was a founder and the Chief Investment Officer of Diversified Global Asset Management Company (“DGAM”), an independent alternative investment advisor and manager which was acquired by Carlyle Group in 2014, from October 2004 until March 2016. He holds a CFA designation, as well as a Bachelor of Business Administration (Finance) from Bishops University.	2020	300,000
Sa’ad Shah Toronto, Ontario Corporate Secretary and Director	Mr. Shah has been a Managing Partner of Grey House Partners since November 2019, and the President of Grey House Advisory Inc., an alternative investments consulting firm focused on identifying investment opportunities for mid‐ market private equity and venture capital firms, since September 2015. Previously, Mr. Shah was a Managing Director of DGAM from March 2007 to February 2014. He holds a Bachelor of Arts (Economics and Political Science) from Columbia University.	2020	100,000(4)
George Main(2) Toronto, Ontario Director	Mr. Main, who is now retired, was the Chief Executive Officer of DGAM from January 2004 to February 2018. Mr. Main holds a CFA designation, as well as a Bachelor of Arts (Economics) and a Masters of Business Administration from the University of Toronto.	2020	300,000
Andrew Jolley(2) Midway, Utah Director	Mr. Jolley is the Manager of EquiSource LLC, a commercial real estate investment firm of which he was a founding partner. Previously, Mr. Jolley was the founder and Chief Executive Officer of Nevada Organic Remedies, a licensed vertically integrated medical and recreational cannabis company, and the President of the Nevada Dispensary Association, a cannabis industry trade organization. Mr. Jolley holds a Bachelor of Business Management Degree from Brigham Young University, a Masters of Information Management from Arizona State University, and a Masters of Business Administration from the WP Carey School of Business at Arizona State University.	2020	337,200(5)
Paul Barbeau Ottawa, Ontario Director	Mr. Barbeau is the CEO and a director of GHP. Mr. Barbeau also serves as the President of hyperNET Inc., an IT consulting firm, where he has worked since 1993. Prior to his current roles, Mr. Barbeau served as a director and officer to a number of private and public companies. Mr. Barbeau resides in Ottawa, Ontario.	2020	50,000

(1) The figures presented do not reflect the 833,334 Shares issuable upon the exercise of Options held, in aggregate, by the Nominees. See “ Statement of Executive Compensation – Stock Options and Other Compensation Securities ” below.

(2) Member of the audit committee of the Board (the “ Audit Committee ”).

(3) The Shares owned by Mr. Shah are held or controlled through Grey House Advisory Inc., a Canadian private company owned by Mr. Shah and the Sa’ad Shah Family Trust (of which Mr. Shah is a trustee).

(4) The Shares owned by Mr. Jolley are held through Cameo Holdings LLC, a Nevada private limited liability company controlled by Mr. Jolley.

Corporate Cease Trade Orders or Bankruptcies

To the best of the Company’s knowledge, no Nominee is, nor within 10 years before the date of this Circular, has been, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption

under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the nominee was acting in the capacity as director, chief executive officer or chief financial officer.

Other than as described below, no Nominee is, or within 10 years before the date of this Circular, has been, a director or executive officer of any company that, while the nominee was acting in that capacity, or within a year of the nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, 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.

Sa’ad Shah was a director and officer of Qubd Capital Inc. (“ Qubd ”) from September 2015 to March 2017. In May 2017, following Mr. Shah ceasing to be a director and officer of Qubd, Qubd made an assignment into bankruptcy under the Bankruptcy and Insolvency Act (Canada). A. Farber & Partners Inc. was appointed trustee for Qubd under the Bankruptcy and Insolvency Act (Canada) on September 11, 2017.

Personal Bankruptcies

To the best of the Company’s knowledge, no Nominee has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Penalties or Sanctions

To the best of the Company’s knowledge, no Nominee has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

SHARE REORGANIZATION

In connection with the Transaction, and as required under the Transaction Agreement, the Company is required to create and issue MV Shares, together with SV Shares, in exchange for the securities in the capital of Xcyte. In order to issue the MV Shares, the Company must redesignate the currently outstanding Shares as SV Shares and create the MV Shares (the " Share Reorganization ").

At the meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, a special resolution in the form set out below (the " Share Reorganization Resolution ") authorizing the Share Reorganization and amending the articles of the Company to:

a) amend the rights, privileges, conditions and restrictions of the existing class of Shares, which will be redesignated as "SV Shares" having the special rights, privileges, conditions and restrictions described under the heading “ Summary Share Terms ”; and
b) increase the authorized capital of the Company by the creation of an unlimited number of a new class of shares in the capital of the Company, which class of shares shall be called “MV Shares”, having the special rights, privileges, conditions and restrictions described under the heading “ Summary Share Terms ”.

The full text of the proposed amendments to the Articles to effect the Share Reorganization is attached to this Circular as Schedule “A”. The approval of the Share Reorganization by the Shareholders at the Meeting and the completion of the Share Reorganization are conditions to the completion of the Transaction.

The MV Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Company that are held by "U.S. persons" for purposes of determining whether the Company is a "foreign private issuer"

for purposes of United States securities laws. The MV Shares will be entitled to vote on an as‐converted basis with the SV Shares with 10,000 votes per MV Share. In accordance with Section 5 of TSXV Policy 3.5 – Restricted Shares (“ Policy 3.5 ”) of the Exchange, the Company will obtain Majority of the Minority Approval (as defined below) for the creation of the MV Shares.

"Majority of the Minority Approval" means, for the purposes of the Restricted Share Rules (defined below) the approval, at a properly constituted meeting of Shareholder of a resolution to create a class or series of MV Shares, by a majority of the votes cast by the Shareholders who vote at the Meeting, and if required by applicable corporate law, by a majority of the votes cast by holders of a class of shares voting separately as a class, other than, in both cases, Promoters (as defined under Exchange policies), Directors, Officers or other Insiders (as defined under Exchange policies) of the Company and of any proposed recipient of MV Shares and their Associates and Affiliates (as each are defined under Exchange policies) (the " Share Reorganization Resolution Disinterested Shareholders ").

Additionally, the Share Reorganization Resolution will be used to approve a "restricted security reorganization" pursuant to National Instrument 41‐101 – General Prospectus Requirements and OSC Rule 56‐501 – Restricted Shares (the " Restricted Share Rules "). The Restricted Share Rules require that a restricted security reorganization receive prior majority approval of the securityholders of the Company in accordance with applicable law, excluding any votes attaching to securities held, directly or indirectly, by "affiliates" of the Company or "control persons" of the Company, as those terms are defined in the Restricted Share Rules.

For the purposes of the Restricted Share Rules, to the knowledge of management of the Company, no Shareholder is an "affiliate" or "control person" of the Company (within the meaning of such term in the Restricted Share Rules), other than Noetic Psychedelic Fund LP, and therefore no Shares will be excluded from voting on the Share Reorganization Resolution under the Restricted Share Rules other than Shares held by Noetic Psychedelic Fund LP.

For the purposes of Policy 3.5 of the Exchange, the votes attaching to all Promoters, Directors, Officers or other Insiders of the Company and of any proposed recipient of MV Shares and their Associates and Affiliates, will be excluded for the purposes of determining whether Majority of the Minority Approval is obtained for the Share Reorganization Resolution.

Summary Share Terms

The following summary is qualified in full by the full text of the rights, privileges and restrictions which attach to the SV Shares and the MV Shares which are attached hereto as Schedule “A”.

Subordinate Voting Shares

Reclassification Each Share will be redesignated into one pre‐Consolidation SV Share. Share Each pre‐Consolidation SV Share will be consolidated by a ratio of 1.25:1. Consolidation Right to Notice Holders of SV Shares will be entitled to notice of and to attend at any meeting of the shareholders and Vote of the Resulting Issuer, except a meeting of which only holders of another particular class or series of shares of the Resulting Issuer are entitled to vote separately as a class or series. At each such meeting, holders of SV Shares will be entitled to one vote in respect of each SV Share held. Class Rights As long as any SV Shares remain outstanding, the Resulting Issuer will not, without the consent of the holders of the SV Shares by separate special resolution, prejudice or interfere with any right attached to the SV Shares or affect the rights or special rights of the holders of the SV Shares or MV Shares on a per share basis.

Pre‐Emptive Holders of SV Shares will not be entitled to a right of first refusal to subscribe for, purchase or Rights receive any part of any issue of SV Shares, MV Shares, or bonds, debentures or other securities of the Resulting Issuer.

Dividends Holders of SV Shares will be entitled to receive, as and when declared by the directors of the Resulting Issuer, dividends in cash or property of the Resulting Issuer. The directors may not declare a dividend payable in cash or property on the SV Shares unless the directors simultaneously declare a dividend payable in cash or property on the MV Shares, in an amount equal to the amount of the dividend declared per SV Share multiplied by 10,000.
Participation In the event of the liquidation, dissolution or winding‐up of the Resulting Issuer, whether voluntary or involuntary, or in the event of any other distribution of assets of the Resulting Issuer among its shareholders for the purpose of winding up its affairs, the holders of SV Shares will, subject to the prior rights of the holders of any shares of the Resulting Issuer ranking in priority to the SV Shares, be entitled to participate pari passu with the holders of the MV Shares, with the amount of such distribution per SV Share equal to the amount of such distribution per MV Share divided by 10,000; and each fraction of an SV Share will be entitled to the amount calculated by multiplying such fraction by the amount payable per whole SV Share.

Changes No subdivision or consolidation of the SV Shares shall occur unless, simultaneously, the MV Shares are subdivided or consolidated in the same manner, so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.

Conversion In the event that an offer is made to purchase MV Shares and such offer is:

(i) required, pursuant to applicable securities legislation or the rules of any stock exchange on which (A) the MV Shares, or (B) the SV Shares which may be obtained upon conversion of the MV Shares, may then be listed, to be made to all or substantially all of the holders of MV Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an “ Offer ”); and
(ii) not made to the holders of SV Shares for consideration per SV Share equal to or greater than 0.0001 of the consideration offered per MV Share,

then each SV Share shall become convertible at the option of the holder into MV Shares on the basis of 10,000 SV Shares for one MV Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect of SV Shares for the purpose of depositing the resulting MV Shares pursuant to the Offer. Should the MV Shares issued upon conversion and tendered in response to the offer be withdrawn by shareholders or not taken up by the offeror, or should the Offer be abandoned or withdrawn, the MV Shares resulting from the conversion shall be automatically reconverted, without further intervention on the part of the Resulting Issuer or on the part of the holder.

Subject to approval by the directors, each SV Share may be converted at the option of the holder one the basis of one SV Share for 10,000 MV Shares provided the directors have approved such conversion.

Multiple Voting Shares

Right to Notice Holders of MV Shares will be entitled to notice of and to attend at any meeting of the shareholders and Vote of the Resulting Issuer, except a meeting of which only holders of another particular class or series of shares of the Resulting Issuer are entitled to vote separately as a class or series. At each such meeting, holders of MV Shares will be entitled to one vote in respect of each SV Share into which

such MV Share could be converted as of the record date (which is currently contemplated to be 10,000 votes per MV Share, and will be finalized prior to the completion of the Transaction).

Class Rights As long as any MV Shares remain outstanding, the Resulting Issuer will not, without the consent of the holders of the MV Shares by separate special resolution, prejudice or interfere with any right attached to the MV Shares. Consent of the holders of a majority of the outstanding MV Shares by separate ordinary resolution shall be required for any action that authorizes or creates shares of any class having preferences superior to or on a parity with the MV Shares.
Pre‐Emptive Holders of MV Shares will not be entitled to a right of first refusal to subscribe for, purchase or Rights receive any part of any issue of SV Shares, MV Shares, or bonds, debentures or other securities of the Resulting Issuer.
Dividends Holders of MV Shares will be entitled to receive, as and when declared by the directors of the Resulting Issuer, dividends in cash or property of the Resulting Issuer. The directors may not declare a dividend payable in cash or property on the MV Shares unless the directors simultaneously declare a dividend payable in cash or property on the SV Shares, in an amount equal to the amount of the dividend declared per MV Share divided by 10,000. Holders of fractional MV Shares shall be entitled to receive any dividend declared on the MV Shares, in an amount equal to the dividend per MV Share multiplied by the fraction held by such holder.
Participation In the event of the liquidation, dissolution or winding‐up of the Resulting Issuer, whether voluntary or involuntary, or in the event of any other distribution of assets of the Resulting Issuer among its shareholders for the purpose of winding up its affairs, the holders of MV Shares will be entitled to participate pari passu with the holders of SV Shares, with the amount of such distribution per MV Share equal to the amount of such distribution per SV Share multiplied by 10,000; and each fraction of a MV Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole MV Share.
Changes No subdivision or consolidation of the MV Shares shall occur unless, simultaneously, the SV Shares and MV Shares are subdivided or consolidated in the same manner, so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.
Redemption The MV Shares shall be redeemable, in whole or in part, upon the provision of notice to the holders at any time by the Company upon payment of a redemption price of $2,500 per MV Share.
Conversion It is contemplated that each MV Share shall have a restricted right to convert into 10,000 SV Shares (the “ Conversion Ratio ”), subject to any changes to be agreed upon between the Company and Xcyte prior to the completion of the Transaction, and any adjustments for certain customary corporate changes:
(i) at any time at the option of the holder; or
(ii) at the option of the Resulting Issuer in the event the Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”); and the SV Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange, including the New York Stock Exchange, the NYSE American Stock Exchange, the NASDAQ Stock Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, the NEO Exchange or any other Canadian stock exchange recognized as such by the British Columbia Securities Commission.

The Resulting Issuer will not give effect to any voluntary conversion of MV Shares to the extent that after giving effect to all permitted issuances after such conversion of MV Shares, the aggregate

number of SV Shares and MV Shares (calculated on the basis that each SV Share and MV Share is counted once, without regard to the number of votes carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b‐4 and 12g3‐2(a) under the Exchange Act) would exceed 45% of the aggregate number of SV Shares and MV Shares (calculated on the same basis) issued and outstanding.

Implementation

It is a condition precedent to the completion of the Transaction that the Shareholders approve the Share Reorganization Resolution as a special resolution, and obtain the Majority of the Minority Approval for the Share Reorganization Resolution. If the Share Reorganization Resolution does not receive the requisite approvals, the Transaction will not proceed, unless such condition precedent is waived by Xcyte and the Vendors.

As outlined in the resolution below, the adoption of the Share Reorganization will be determined by the Board. Even if approved by the Shareholders, the Board may determine not to proceed with Share Reorganization at its discretion.

The requisite regulatory approvals for the Share Reorganization, including the approvals of the TSXV (or any other stock exchange on which the Shares are listed), will only be sought by the Company concurrent with the Transaction. There can be no assurance that the applicable approvals will be obtained.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Share Reorganization Resolution in substantively the following form:

“RESOLVED AS A SPECIAL RESOLUTION THAT:

GHP Noetic Science‐Psychedelic Pharma Inc. (the " Company ") be authorized to redesignate the common shares of the Company as Subordinate Voting Shares (" SV Shares "), and increase the authorized capital of the Company by creating a class of Multiple Voting Shares (" MV Shares "), each as further set out in the management information circular of the Company dated July 12, 2023 (the “ Information Circular ”).
The Company be authorized to assign the special rights and restrictions attached as Schedule “A” to the Information Circular to each of the SV Shares and the MV Shares, and make such amendments as required to the Articles of the Company to accommodate the reclassification of the common shares of the Company as SV Shares and the creation of the MV Shares and the assignment of the special rights thereto.
Any officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company (whether under its corporate seal or otherwise) to execute, deliver and file all such documents and to take all such other action(s) as may be deemed necessary or desirable for the implementation of this special resolution and any matters contemplated thereby.
The directors of the Company are hereby authorized and granted with absolute discretion to abandon the reclassification of the common shares as SV Shares, the creation of the MV Shares, the adoption of the special rights and restrictions assigned respectively thereto, and the alterations to the articles and notice of articles of the Company to be made in connection therewith at any time without further approval, ratification or confirmation by the shareholders of the Company.
Any director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of Company, to execute or cause to be executed, under the seal of Company or otherwise, and to deliver or to cause to be delivered, all such other

documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.”

The Board recommends that Shareholders vote FOR the adoption of the Share Reorganization Resolution. Unless a Shareholder directs that their Shares be voted against the Share Reorganization Resolution, the Management Appointees will vote FOR the Share Reorganization Resolution.

Votes for the Share Reorganization Resolution will be calculated twice. The first calculation will include all of the votes cast by Shareholders at the Meeting, whether in person or by proxy, and the second calculation will include only the votes cast by the Shareholders at the Meeting who are not Share Reorganization Resolution Disinterested Shareholders, whether in person or by proxy. In order to be adopted, the Share Reorganization Resolution must be passed by the affirmative vote of a special majority (66[2/3] %) of the votes cast by Shareholders at the Meeting, whether in person or by proxy and a majority (50%+) of the votes cast by Shareholders at the Meeting who are not Share Reorganization Resolution Disinterested Shareholders, whether in person or by proxy (the " Majority of the Minority Vote "). The Company currently anticipates that approximately 3,049,999 Shares, representing approximately 31% of the issued and outstanding Shares, held by Share Reorganization Resolution Disinterested Shareholders will be excluded from voting on the Majority of the Minority Vote.

NAME CHANGE

In connection with the Transaction, Management wishes to be in a position to effect the Name Change.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution in the form set out below (the “ Name Change Resolution ”), authorizing the Name Change. Although the Name Change Resolution is expected to be implemented prior to the completion of the Transaction, it will not be implemented if the Transaction is not about to be imminently completed. The Name Change will also be subject to any applicable regulatory approvals, including the approval of the Exchange. The purpose of the Name Change will be to have a corporate name that better reflects the business and operations of the Resulting Issuer following completion of the Transaction. If the Transaction is completed, it is expected that the name of the Company will be changed to “Xcyte Digital Corp." or such other name as may be determined by the parties and acceptable to the Exchange.

In order to be adopted, the Name Change Resolution must be passed by the affirmative vote of a special majority (66 2/3%) of the votes cast by Shareholders present at the Meeting in person or by proxy. If the Name Change Resolution does not receive the requisite Shareholder approval, the Name Change will not proceed. The text of the Name Change Resolution reserves to the Board the power to revoke the Name Change Resolution after it has been approved by Shareholders and to amend the name of the Company to any other name that may be approved by the Board in its sole discretion.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Name Change Resolution in substantively the following form:

“RESOLVED AS A SPECIAL RESOLUTION THAT:

The change of the name of GHP Noetic Science‐Psychedelic Pharma Inc. (the “ Company ”) to “Xcyte Digital Corp.” or such other name acceptable to the TSX Venture Exchange (or any other stock exchange on which the common shares of the Company are listed) (the “ Name Change ”) and as the directors of the Company in their sole discretion determine is appropriate is authorized and approved;
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents,

as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination; and

Notwithstanding the passing of this special resolution by the shareholders of the Company, the Board is authorized and empowered, without further notice to or approval of the shareholders of the Company, not to proceed with the Name Change or to revoke this resolution at any time prior to the Name Change becoming effective.”

The Board recommends that Shareholders vote FOR the adoption of the Name Change Resolution. Unless a Shareholder directs that their Shares be voted against the Name Change Resolution, the Management Appointees will vote FOR the Name Change Resolution.

CONSOLIDATION OF OUTSTANDING SECURITIES

In connection with the Transaction, Management wishes to be in a position to effect a consolidation of the Shares on the basis of 1.25 pre‐consolidation Shares for each post‐consolidation Share (the “ Consolidation ”).

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution in the form set out below (the “ Consolidation Resolution ”), authorizing the Consolidation. Although the Consolidation Resolution is expected to be implemented prior to the completion of the Transaction, it will not be implemented if the Transaction is not about to be imminently completed. The Consolidation will also be subject to any applicable regulatory approvals, including the approval of the Exchange.

In order to be adopted, the Consolidation Resolution must be passed by the affirmative vote of a special majority (66 2/3%) of the votes cast by Shareholders at the Meeting, whether in person or by proxy. If the Consolidation Resolution does not receive the requisite Shareholder approval, the Consolidation will not proceed and a Transaction may not be completed.

Certain Risks Associated with the Consolidation

There can be no assurance that the total market capitalization of the Shares (being the aggregate value of all Shares at the then‐market price) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. There can also be no assurance that the market price per Share following the Consolidation will be higher than the market price per Share immediately before the Consolidation, or equal or exceed the direct arithmetical result of the Consolidation. A decline in the market price of the Shares after the Consolidation may result in a greater percentage decline than would occur in the absence of the Consolidation, and the liquidity of the Shares could be adversely affected. There can be no assurance that, if the Consolidation is implemented, the margin terms associated with the purchase of Shares will improve or that the Company will be successful in receiving increased attention from institutional investors.

Principal Effects of the Consolidation

As of the date of this Circular, there are 10,000,000 Shares issued and outstanding. The following table sets out the number of Shares that would be outstanding as a result of the Consolidation based on the ratio Shareholders will be asked to approve at the Meeting:

Consolidation Ratio	Approximate Number of Outstanding Shares Post Consolidation(1)(2) (undiluted)	Approximate Number of Outstanding Shares Post Consolidation(1)(3) (fully diluted)
1.25	8,000,000	8,800,000

(1) The exact number of Shares outstanding after the Consolidation will vary based on the elimination of fractional Shares, and certain other factors.

(2) Based on 10,000,000 Shares issued and outstanding as at the date of this Circular.

(3) Based on 10,000,000 issued and outstanding Shares and 1,000,000 outstanding Options as at the date of this Circular, for a total of 11,000,000 Shares on a fully diluted basis.

Tax Effect

The Consolidation will not give rise to a capital gain or loss under the Income Tax Act (Canada) for a resident Canadian Shareholder who holds such Shares as capital property. The adjusted cost base to such Shareholders of their Shares immediately after the Consolidation will be equal to the aggregate adjusted cost base to such Shareholder of the Shares immediately before the Consolidation. This disclosure is general guidance only – all Shareholders should consult their own tax advisors to determine the impact of the Consolidation on their respective Shares.

Notice of Consolidation and Letter of Transmittal

Together with this Information Circular, the Company has mailed a letter of transmittal to all registered Shareholders, which must be duly completed and submitted by any registered Shareholder wishing to receive a share certificate or direct registration system (DRS) advice representing the post‐Consolidation, post‐Share Reorganization and post‐Name Change Shares to which they are entitled upon completion of the Name Change, the Share Reorganization and the Consolidation. This letter of transmittal should be used by registered Shareholders for the purpose of surrendering certificates representing the currently outstanding Shares to the Company’s registrar and transfer agent, TSX Trust Company, in exchange for new share certificates or direct registration system (DRS) advices representing post‐ Consolidation, post‐Share Reorganization and post‐Name Change Shares. After the Consolidation, the Share Reorganization and Name Change, current issued share certificates representing pre‐Consolidation, pre‐Share Reorganization and pre‐Name Change Shares will (i) not constitute good delivery for the purposes of trades of post‐ Consolidation, post‐Share Reorganization and post‐Name Change Shares, and (ii) be deemed for all purposes to represent the number of post‐Consolidation, post‐Share Reorganization and post‐Name Change Shares to which the Shareholder is entitled as a result of the Consolidation. No delivery of a new certificate or direct registration system (DRS) advice to a Shareholder will be made until the Shareholder has surrendered their current issued certificate(s) or direct registration (DRS) advice. The letter of transmittal contains instructions as to the procedure by which the existing share certificates and the letter of transmittal are to be sent to TSX Trust Company, the Company’s registrar and transfer agent.

Non‐Registered Shareholders

Non‐registered Shareholders holding their Shares through a bank, broker or other intermediary should note that such bank, broker or other intermediary may have different procedures for processing the proposed Consolidation than those that will be put in place by the Company for registered Shareholders. If you hold your Shares with a bank, broker or other intermediary and you have any questions in this regard, you are encouraged to contact your nominee.

Fractional Shares

No fractional Shares will be issued upon the Consolidation. All fractions of post‐Consolidation Shares will be rounded down to the next lowest whole number.

Percentage Shareholdings

The proposed Consolidation will not affect any Shareholder’s percentage ownership in the Company, even though such ownership will be represented by a smaller number of Shares. Instead, the Consolidation will reduce proportionately the number of Shares held by all Shareholders.

Implementation

The implementation of the proposed Consolidation is conditional on the Company receiving all necessary approvals, including the approval of the Exchange, and the imminent completion of the Transaction. The Consolidation Resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Consolidation, without further approval of the Shareholders. In particular, the Board may determine not to present the Consolidation Resolution to the Meeting or, if the Consolidation Resolution is presented to the Meeting and approved,

may determine after the Meeting not to proceed with completion of the Consolidation. The Board does not intend to implement the Consolidation unless the Transaction is to be imminently completed.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, the Consolidation Resolution in substantively the following form:

“RESOLVED AS A SPECIAL RESOLUTION THAT:

GHP Noetic Science‐Psychedelic Pharma Inc. (the “ Company ”) be and is authorized to amend the Company’s articles to consolidate the issued and outstanding common shares in the capital of the Company (each, a “ Share ”) on the basis of a ratio of 1.25 pre‐consolidation Shares for each post‐consolidation Share (the “ Consolidation ”), as further described in the management information circular of the Company dated July 12, 2023;
In the event that the Consolidation would result in the issuance of a fractional Share, no fractional Share will be issued and such fractional Share will be rounded down to the next lowest whole number;
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolutions, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination; and
Notwithstanding the passing of this special resolution by the shareholders of the Company, the board of directors of the Company is authorized and empowered, without further notice to or approval of the shareholders of the Company, to not proceed with the Consolidation or to revoke this resolution at any time prior to the Consolidation becoming effective.”

The Board recommends that Shareholders vote FOR the adoption of the Consolidation Resolution. Unless a Shareholder directs that their Shares be voted against the Consolidation Resolution, the Management Appointees will vote FOR the Consolidation Resolution.

ADOPTION OF OMNIBUS INCENTIVE PLAN

The Board has determined that it is advisable to adopt an omnibus incentive plan (the “ Omnibus Plan ”), which it believes is in the best interests of the Company. The Company will repeal and replace the Company's current stock option plan dated June 18, 2020, as amended effective on October 7, 2021 (the “ Existing Option Plan ”), to adopt the Omnibus Plan to continue to allow for the issuance of options (" Options "), including, with respect to U.S. Taxpayers, incentive stock options (“ ISOs ”), and to among other things, allow for the issuance of share appreciation rights (" SARs "), restricted and performance share units (" Share Units ") and deferred share units (" DSUs ", together with Options, SARs, Share Units and DSUs, the " Awards "). Stock options granted under the Existing Option Plan will remain outstanding and be governed by the terms of the Existing Option Plan, if the Omnibus Plan is approved by the Shareholders, subject to the acceptance of the TSXV.

The Board is of the view that the Omnibus Plan is required in order to provide additional incentive to, and attract and retain, the key executives necessary for the Company's long‐term success, to encourage executives to further the development of the Company and its operations and to motivate top quality and experienced executives.

Pursuant to the policies of the TSXV, the Company is required to obtain disinterested Shareholder approval of the Omnibus Plan in connection with the implementation of the Omnibus Plan. Accordingly, at the Meeting, the disinterested Shareholders will be asked to pass an ordinary resolution to approve the Omnibus Plan. For this purpose, disinterested Shareholders will include all Shareholders other than insiders of the Company to whom Awards may be granted under the Omnibus Plan and each of their respective associates. A copy of the Omnibus Plan is available to any

Shareholder at or prior to the Meeting upon request to the Corporate Secretary of the Company and is also attached to this Circular as Schedule "B". Set forth below is a summary of the Omnibus Plan. The following summary is qualified in all respects by the provisions of the Omnibus Plan. Reference should be made to the Omnibus Plan for the complete provisions of the Omnibus Plan.

Summary of the Omnibus Plan

Purpose, Administration and Eligible Participants

The purpose of the Omnibus Plan is to permit the Company to grant Awards to Eligible Participants (as defined below), subject to certain conditions as set out in the Omnibus Plan, for the following purposes (a) to increase the interest in the Company's welfare of Eligible Participants, who share responsibility for the management, growth and protection of the business of the Company or a Subsidiary; (b) to provide an incentive to Eligible Participants to continue their services for the Company or a subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a subsidiary are necessary or essential to its success, image, reputation or activities; (c) to reward Eligible Participants for their performance of services while working for the Company or a subsidiary; and (d) to provide a means through which the Company or a subsidiary may attract and retain Persons to enter its employment or service.

Under the Omnibus Plan, an " Eligible Participant " means (a) in respect of a grant of Options that are not intended to be ISOs, any director, employee or consultant, (b) in respect of a grant of ISOs, any employee; (c) in respect of a grant of Share Units or SARs, any director, employee or consultant other than an investor relations service provider, and (d) in respect of a grant of DSUs, any non‐employee director other than an investor relations service provider.

The Omnibus Plan will be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board.

Shares Subject to the Omnibus Plan

The aggregate number of Awards reserved for issue under the Omnibus Plan may not exceed 10% of the aggregate of the number of issued and outstanding Shares plus the number of issued and outstanding Shares the issued and outstanding MV Shares are convertible into at the applicable time (the " Issued Shares "). In addition to the limit described in the foregoing sentence, the maximum number of Shares available for grants of ISOs under the plan is also limited to 10% of issued and outstanding Shares as of July 12, 2023.

As of the Record Date, there were 833,334 Shares reserved for issue upon the exercise of outstanding Options, representing in the aggregate 8.3% of the issued and outstanding Shares, leaving 166,666 Shares currently available to be reserved for issuance pursuant to new grants of Awards under the Omnibus Plan.

In no event will the Omnibus Plan, together with the Existing Option Plan and any other established and outstanding share compensation arrangement (if any), permit at any time: (a) The maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to insiders (as a group) to exceed 10% of the Issued Shares at any point in time; (b) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to insiders (as a group) to exceed 10% of the Issued Shares, calculated as at the date any Award is granted or issued to any Insider; or (c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under the Omnibus Plan, any companies that are wholly owned by that Person) to exceed 5% of the Issued Shares, calculated as at the date any Award is granted or issued to the Person, unless the Company has obtained the requisite disinterested shareholder approval.

The maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one consultant must not exceed 2% of the Issued Shares. The maximum aggregate number of Shares that are issuable pursuant to all Options granted in any 12 month period to all investor relations service providers in

aggregate must not exceed 2% of the Issued Shares. Investor relations service providers may not receive Awards other than Options.

Options

Nature of Options

An Option is a stock option granted by the Company to an Eligible Participant, with each Option entitling such holder to acquire one Share from treasury subject to the provisions of the Omnibus Plan.

Option Awards

Subject to the provisions of the Omnibus Plan and any shareholder or other approval which may be required, the Board may from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive Options; (b) fix the number of Options, if any, to be granted to each Eligible Participant and the date(s) on which such Options will be granted (which will not be prior to the date of the resolution of the Board); (c) determine the price per Share to be payable upon the exercise of each Option (the " Option Price "); (d) determine the relevant vesting provisions (including performance criteria, if applicable) of each Option; and (e) determine the date until which each Option may be exercised, in each case subject to the terms and conditions of the Omnibus Plan, any applicable Option agreement and the rules of the TSXV.

Each Option will vest in accordance with the terms of the Option agreement entered into in respect of such Option. Notwithstanding the foregoing, Options granted to investor relations service providers must vest in stages over a period of not less than 12 months, with no more than one‐quarter of such Options vesting in any three‐month period, and with the first such vesting date to occur no sooner than three months after the applicable date of grant. No acceleration of the vesting provisions of Options granted to investor relations service providers is allowed without the prior acceptance of the TSXV.

Option Agreements

Each grant of an Option will be evidenced by an Option agreement. Each Option agreement will be subject to all applicable terms and conditions of the Omnibus Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with the Omnibus Plan.

Each Option agreement will contain such terms as may be considered necessary by the Board in order that the Options referenced in such Option agreement will comply with any provisions respecting options in the income tax laws or other applicable laws in force in any country or jurisdiction of which the holder may from time to time be a resident or citizen, or provide services in, or the rules of any regulatory body having jurisdiction over the Company.

Option Price

Each Option Price will be determined and approved by the Board when the applicable Option is granted, and will not be less than the closing price of the Shares on the TSXV on the last trading day prior to the date of grant (the " Market Price "), less any discount permitted by the Exchange. Discounts permitted by the Exchange will not be taken into consideration when determining the Market Price with respect to grants to U.S. participants.

Option Term

The Board will determine, at the time of granting a particular Option, the period during which such Option is exercisable, which will not be more than 10 years after the date of grant and which may be shortened in accordance with the Omnibus Plan and the applicable Option agreement. Unless otherwise determined by the Board, all unexercised Options will be automatically cancelled, without any compensation to the holder, on the expiry date of such Options. If the expiry date falls within a blackout period, the expiry date will be the date that is 10 business days after the blackout expiry

date and may not be further extended by the Board; provided, that such extension shall not be applicable to options held by a U.S. participant if such extension would violate Section 409A of the United States Internal Revenue Code .

Exercise of Options

Prior to its expiration or earlier termination, each Option will be exercisable at such time(s) and/or pursuant to the achievement of such performance criteria and/or other vesting conditions as the Board, at the time of granting such Option, may determine in its sole discretion.

The Board may, on terms established by it in its sole discretion and in accordance with TSXV policies, permit an Option to be exercised by way of a "cashless exercise" basis.

Incentive Stock Options

With respect to employees who are U.S. taxpayers, the Board may grant ISOs. Such ISOs shall comply with the requirements of Section 422 of the United States Internal Revenue Code or any successor provision. In addition to other provisions in the plan applicable to Options, ISOs shall comply with the following provisions:

To the extent that the aggregate market price (determined as of the grant date) of the Shares with respect to which ISOs are exercisable for the first time by any participant during any calendar year (under all plans of the Company and any affiliates) exceeds $100,000 (or such other limit established in the United States Internal Revenue Code ) or otherwise does not comply with the rules governing ISOs, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as non‐qualified stock options, notwithstanding any contrary provision of the applicable option agreement(s).
All ISOs must be granted within 10 years from the earlier of the date on which the Plan was adopted by the Board or the date the Plan was approved by the shareholders of the Company.
Unless sooner exercised, all ISOs shall expire and no longer be exercisable no later than 10 years after the grant date; provided, however, that in the case of a grant of an ISO to a participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the United States Internal Revenue Code ) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its affiliates, such ISO shall expire and no longer be exercisable no later than 5 years from the grant date.
The purchase price per Share for an ISO shall be not less than 100% of the market price of a Share on the grant date of the ISO; provided, however, that, in the case of the grant of an ISO to a participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the United States Internal Revenue Code ) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its affiliates, the purchase price per Share purchasable under an ISO shall be not less than 110% of the market price of a Share on the grant date of the ISO.
Any ISO authorized under the Plan shall contain such other provisions as the committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an ISO.

An ISO may be exercised during the participant’s lifetime only by the participant. An ISO may not be transferred, assigned, or pledged by the participant except by will or the laws of descent and distribution.

Share Appreciation Rights

Nature of a SAR

A SAR is an Award granted to an Eligible Participant for future services to be rendered that, upon settlement, entitles such holder to receive cash and/or Shares, as determined by the Company in its sole discretion, equal to the "Appreciation Value" of such SAR. " Appreciation Value " means in respect of any SAR, an amount equal to the Market Price on the date the SAR is settled less the Base Value (as defined below).

SAR Awards

Subject to the provisions of the Omnibus Plan, the terms of any applicable SAR agreement, and any shareholder or regulatory approval which may be required, the Board may, from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive SARs; (b) fix the number of SARs, if any, to be granted to each Eligible Participant and the date(s) on which such SARs will be granted; (c) determine whether, on settlement of an SAR, an Eligible Participant will be entitled to a payment of cash or Shares (or a combination thereof); (d) determine the Base Value of the SARs; and (e) determine the relevant conditions and vesting provisions of each SAR.

Subject to the vesting and other conditions and provisions in the Omnibus Plan and any applicable SAR agreement, each SAR awarded to an Eligible Participant will entitle such holder to receive, on settlement, a cash payment and/or Shares, as determined by the Board in its sole discretion, equal to the Appreciation Value of such SAR.

All SARs shall have a nil value as of the date of grant.

The base value for each SAR (the " Base Value ") will be determined by the Board and specified in the respective SAR agreement. The Base Value of a SAR will not be less than the Market Price on the date of grant.

Each SAR will vest in accordance with the terms of the respective SAR agreement, provided that no SAR will vest before one year after the date of grant.

Each grant of a SAR will be evidenced by a SAR agreement. Each SAR agreement will be subject to all applicable terms and conditions of the Omnibus Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with the Omnibus Plan.

Each SAR agreement will contain such terms as the Company considers necessary in order that the SARs referenced in such SAR agreement will comply with any provisions respecting share appreciation rights in the income tax laws or other applicable laws in force in any country or jurisdiction of which the holder may from time to time be a resident or citizen, or provide services in, or the rules of any regulatory body having jurisdiction over the Company.

Each SAR shall expire on the earlier of: (a) December 15th of the calendar year in which such performance criteria and/or other vesting conditions applicable to such SAR as determined by the Board at the time of grant of the SAR are achieved; and (b) the fifth anniversary of the date such SAR was granted.

Settlement

Each SAR will be settled and automatically paid out by the Company, in cash, Shares or a combination of both, at such time within the same year of the achievement of such performance criteria and/or other vesting conditions applicable to such SAR as determined by the Board at the time of grant of the SAR, as may be determined by the Board in its sole discretion, provided that such settlement shall be completed by December 15 of the calendar year in which all applicable vesting conditions are achieved.

Share Units

Nature of Share Units

A Share Unit is an Award granted to a Participant as a bonus for services rendered in the year of grant. At the time of grant, the Company will designate whether the Share Unit is a "Cash‐or‐Share Settled Share Unit" or a "Share‐Settled Share Unit".

A " Cash‐or‐Share Settled Share Unit " is a Share Unit granted by the Company to an Eligible Participant, with each such Share Unit entitling the holder, upon vesting and settlement, to, unless such Share Unit expires prior to being settled, receive a cash payment equal to the Market Price or, in the sole discretion of the Company, one Share, subject to customary adjustments as provided in the Omnibus Plan and such restrictions and conditions on vesting as the Board may determine at the time of grant.

A " Share‐Settled Share Unit " is a Share Unit granted by the Company to an Eligible Participant, with each such Share Unit entitling the holder, upon vesting and settlement, to acquire, unless such Share Unit expires prior to being settled, one Share from treasury, subject to customary adjustments as provided in the Omnibus Plan and such restrictions and conditions on vesting as the Board may determine at the time of grant. For greater certainty, the Company is obligated to issue and deliver a Share on the due settlement of a Share‐Settled Share Unit and will have no independent discretion to settle any Share‐Settled Share Unit in cash or other property.

Subject to the provisions of the Omnibus Plan, restrictions and conditions on vesting of any Share Unit may, without limitation, be based on the passage of time during continued employment or other service relationship (sometimes referred to as a "Restricted Share Unit"), the achievement of specified Performance Criteria (sometimes referred to as a "Performance Share Unit"), or both.

Share Unit Awards

Subject to the provisions of the Omnibus Plan and any shareholder or regulatory approval which may be required, the Board may, from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive Share Units; (b) fix the number of Share Units, if any, to be granted to each Eligible Participant and the date(s) on which such Share Units will be granted; (c) determine the relevant conditions, vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of each Share Unit; and (d) determine any other terms and conditions applicable to each Share Unit, which need not be identical and which may include non‐competition provisions, in each case subject to the terms and conditions of the Omnibus Plan, any applicable Share Unit agreement and the rules of the TSXV.

Each Share Unit will vest in accordance with the terms of the Share Unit agreement entered into in respect of such Share Unit agreement, provided that no Share Unit will vest before one year after the date of grant.

Share Unit Agreements

Each grant of a Share Unit will be evidenced by a Share Unit agreement. Each Share Unit agreement will be subject to all applicable terms and conditions of the Omnibus Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with the Omnibus Plan.

Vesting of Share Units

The Board will have sole discretion to: (a) determine if any vesting conditions with respect to a Share Unit, including any performance criteria or other vesting conditions contained in the applicable Share Unit agreement, have been met; (b) waive any vesting conditions applicable to a Share Unit (or deem them to be satisfied); and (c) extend the restriction period with respect to any Share Unit, subject to certain limitations.

Redemption / Settlement of Share Units

Subject to the terms of the Omnibus Plan, a Participant's vested Share Units will be redeemed on the date that is the earliest of: (a) the 15th day following the applicable vesting date for such Share Units (or, if such day is not a Business Day, on the immediately following Business Day); or (b) the applicable Share Unit outside expiry date.

All Share‐Settled Share Units shall be redeemed by the Company issuing, on the redemption date, Shares from treasury to the Participant (or its legal representative).

All Cash‐or‐Share Settled Share Units will be settled by the Company, in the Company's sole discretion, on the redemption date either: (a) by a cash payment to the holder; (b) by the issuance of Shares from treasury to the holder; (c) by paying all or a portion of the cash payment obligation to a designated broker, who will use the funds received to purchase Shares in the open market, which Shares will be registered in the name of designated broker in a separate account for the holder's benefit; or (d) by a combination of any of the foregoing.

No payment, whether in cash or in Shares, will be made in respect of the settlement of any Cash‐or‐Share Settled Share Unit later than December 15th of the third calendar year following the end of the calendar year in respect of which such Share Unit is granted.

Determination of Amounts

The cash payment obligation arising in respect of the redemption and settlement of a vested Cash‐or‐Share Settled Share Unit will be equal to the Market Price as of the applicable redemption date.

If the Company elects to settle all or a portion of a holder's vested Cash‐or‐Share Settled Share Units or Share Settled Units by the issuance of Shares, the Company will, for each such vested Share Unit which the Company elects to settle in Shares, issue one Share, subject to certain adjustments and withholdings.

Award of Dividend Equivalents

Dividend equivalents may, as determined by the Board in its sole discretion, be awarded as a bonus for services rendered in the year in respect of unvested Share Units on the same basis as cash dividends declared and paid on Shares as if the holder was a shareholder of record on the relevant record date.

In the event that a holder's Share Units do not vest, all dividend equivalents, if any, associated with such Share Units will be forfeited by the holder.

Deferred Share Units

Nature of a DSU

A DSU is an Award granted to an Eligible Participant in a phantom award that, upon settlement, entitles such holder to receive cash or acquire Shares, as determined by the Board in its sole discretion, subject to such restrictions and conditions on vesting as the Board may determine at the time of grant and unless such DSU expires prior to being settled.

Market Fluctuation

The aggregate of all amounts which may be received in respect of a DSU will depend, at all times, on the fair market value of shares of the Company or of a corporation related thereto at a time that is within the period that commences one year prior to the holder's termination date and ends at the time the amount is received.

DSU Awards

Subject to the provisions of the Omnibus Plan, any shareholder or regulatory approval which may be required, and the requirements of applicable Canadian and US taxation laws, the Board may, from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive DSUs; (b) fix the number of DSUs, if any, to be granted to each Eligible Participant and the date(s) on which such DSUs will be granted; and (c) determine the relevant conditions and vesting provisions for such DSUs, in each case subject to the terms and conditions of the Omnibus Plan, any applicable DSU agreement and the rules of the TSXV.

Each DSU will vest in accordance with the terms of the DSU agreement entered into in respect of such DSU, provided that no DSU will vest before one year after the date of grant.

Subject to the vesting and other conditions and provisions in the Omnibus Plan and any applicable DSU agreement, each DSU will entitle the holder to receive, on settlement, a cash payment equal to the Market Price or, in the sole discretion of the Board, one Share, or any combination of cash and Shares as the Company in its sole discretion may determine.

DSU Agreements

Each grant of a DSU will be evidenced by a DSU agreement. Each DSU agreement will be subject to all applicable terms and conditions of the Omnibus Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with the Omnibus Plan.

Redemption / Settlement of DSUs

Except as otherwise provided in the Omnibus Plan, (i) DSUs of a holder who is a U.S. taxpayer will be redeemed and settled by the Company as soon as reasonably practicable following the holder's separation from service, and (ii) DSUs of a holder who is not a U.S. taxpayer will be redeemed and settled by the Company as soon as reasonably practicable following the holder's termination date, but in any event not later than, and any payment (whether in cash or in Shares) in respect of the settlement of such DSUs will be made no later than, December 15th of the first calendar year commencing immediately after the holder's termination date.

The Company will have, in its sole discretion, the ability to elect to settle all or any portion of the cash payment obligation arising in respect of the redemption and settlement of a holder's DSUs either: (a) by the issuance of Shares to the holder on the DSU redemption date, or (b) by paying all or a portion of such cash payment obligation to a designated broker, who will use the funds received to purchase Shares in the open market, which Shares will be registered in the name of the designated broker in a separate account for the holder's benefit.

Determination of Amounts

The cash payment obligation arising in respect of the redemption and settlement of a vested DSU will be equal to the Market Price as of the applicable DSU redemption date.

If the Company elects to settle all or a portion of the cash payment obligation arising in respect of the redemption of a Participant's DSUs by the issuance of Shares, the Company will issue for each DSU, one Share, subject to adjustment and withholdings.

Award of Dividend Equivalents

Dividend equivalents may, as determined by the Board in its sole discretion, be awarded in respect of DSUs on the same basis as cash dividends declared and paid on Shares as if the holder was a shareholder of record on the relevant record date. In the event that holder's DSUs do not vest, all dividend equivalents, if any, associated with such DSUs will be forfeited by the holder.

General Conditions

Each Award will be subject to the following conditions:

Vesting Period . Each Award will vest in accordance with the terms of the Omnibus Plan and the Award agreement entered into in respect of such Award. The Board has the right, in its sole discretion, to waive any vesting conditions or accelerate the vesting of any Award, or to deem any performance criteria or other vesting conditions to be satisfied, notwithstanding the vesting schedule set forth for such Award.
Non‐Transferability . Each Award is personal to the holder and will not be assignable or transferable by such holder, whether voluntarily or by operation of law, except by will or by the laws of descent and distribution. Each Award may be exercised only by (a) the Eligible Participant to whom such Award is granted; (b) upon a holder's death, by the legal representative of such Eligible Participant's estate; or (c) upon a holder's incapacity, the legal representative having authority to deal with the property of such Participant.
Termination and Resignation.

Except as otherwise provided in any employment agreement or consulting agreement or in any Award agreement, each Option will be subject to the following conditions:

Termination for Cause . Upon a holder ceasing to be an Eligible Participant for "cause", any vested or unvested Option granted to such Participant will terminate automatically and become void immediately.
Termination not for Cause . Upon a holder ceasing to be an Eligible Participant as a result of their employment or service relationship with the Company being terminated without cause: (a) each unvested Option will terminate and become void immediately upon such termination; and (b) each vested Option will cease to be exercisable on the earlier of (i) 90 days after the holder's termination date (or such later date as the Board may, in its sole discretion, determine) and (ii) the expiry date of such Option.
Resignation . Upon a holder ceasing to be an Eligible Participant as a result of their resignation from the Company: (a) each unvested Option will terminate and become void immediately upon such resignation; and (b) each vested Option will cease to be exercisable on the earlier of (i) 90 days after the holder's termination date (or such later date as the Board may, in its sole discretion, determine) and (ii) the expiry date of such Option.
Retirement / Permanent Disability . Upon a holder ceasing to be an Eligible Participant by reason of retirement or permanent disability: (a) each unvested Option will terminate and become void immediately; and (b) each vested Option will cease to be exercisable on the earlier of (i) 90 days from the date of retirement or the date on which the holder ceases their employment or service relationship with the Company by reason of permanent disability (or such later date as the Board may, in its sole discretion, determine) and (ii) the expiry date of such Option.
Death . Upon a holder ceasing to be an Eligible Participant by reason of death: (a) each unvested Option will terminate and become void immediately; and (b) each vested Option may be exercised by the legal representative of the holder provided that any such vested Option will cease to be exercisable on the earlier of (i) the date that is 12 months after the holder's death or (ii) the expiry date of such Option.
Leave of Absence . Upon a holder electing a voluntary leave of absence of more than 12 months, including maternity and paternity leaves, the Board may determine, in its sole discretion but subject to applicable laws, that such holder's participation in the Omnibus Plan will be terminated, provided that all vested Options will remain outstanding and in effect until the applicable exercise date, or such

earlier date determined by the Board in its sole discretion. Notwithstanding the foregoing, the Awards granted to such holder will expire no later than the date that is 12 months from the date that the holder ceases to be an Eligible Participant.

Except as otherwise provided in any employment agreement or consulting agreement or in any Award agreement, each Award, other than Options, will be subject to the following conditions:

Termination for Cause and Resignation . Upon a holder ceasing to be an Eligible Participant for cause or as a result of their resignation from the Company, the holder's participation in the Omnibus Plan will be terminated immediately, all Awards, other than Options, that have not vested will be forfeited and cancelled, and the holder's rights that relate to unvested Awards will be forfeited and cancelled on the termination date.
Death, Leave of Absence or Termination of Service. Except as otherwise determined by the Board from time to time, at its sole discretion, upon an Eligible Participant electing a voluntary leave of absence of more than 12 months, including maternity and paternity leaves, or upon such holder ceasing to be an Eligible Participant as a result of such holder's: (a) death; (b) retirement; (c) termination of service for reasons other than for cause; (d) employment or service relationship with the Company being terminated by reason of injury or disability; or (e) being eligible to receive long‐term disability benefits, all unvested Awards, other than Options, will be forfeited and cancelled. Notwithstanding the foregoing, if the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested Awards, other than Options, the date of such action is the vesting date, provided that the Awards will expire no later than the date that is 12 months from the date that the holder ceases to be an Eligible Participant.

Adjustments, Change of Control and Amendments

Adjustments

In the event of (a) any subdivision of the Shares into a greater number of Shares; (b) any consolidation of the Shares into a lesser number of Shares; (c) any reclassification, reorganization or other change affecting the Shares; (d) any merger, amalgamation, consolidation or other business combination of the Company with or into any other Person, or (e) any distribution to all holders of Shares or other securities in the capital of the Company of cash, evidences of indebtedness or other assets of the Company (excluding an ordinary course dividend in cash or Shares, but including for greater certainty shares or equity interests in a Subsidiary or business unit of the Company or one of its Subsidiaries or cash proceeds of the disposition of such a Subsidiary or business unit) or any transaction or change having a similar effect, then the Board will in its sole discretion, subject to the required approval of the TSXV and shareholder approval where applicable, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the holder in respect of such Award in connection with such occurrence or change.

Change of Control

In the event of a potential "change of control" of the Company, the Board will have the power, in its sole discretion, subject to TSXV and shareholder approval, if required, to accelerate the vesting of Options to assist the holders to tender into a takeover bid or participate in any other transaction leading to such change of control.

If the Company completes a transaction constituting a change of control and within 12 months following the change of control an Eligible Participant who was also an officer or employee of, or consultant to, the Company prior to the change of control has their employment agreement or consulting agreement terminated, then: (a) all unvested Options granted to such holder will immediately vest and become exercisable, and remain open for exercise until the earlier of (i) their expiry date, and (ii) the date that is 90 days after such termination or dismissal; and (b) all unvested Share Units will become vested, and holder's termination date will be deemed to be the vesting date.

Amendments

The Board may amend the Omnibus Plan or any Award at any time without the consent of the holders, provided that such amendment will (a) not adversely alter or impair the rights of any holder, without the consent of such holder, except as permitted by the provisions of the Omnibus Plan; (b) be in compliance with applicable law (including applicable taxation laws), and subject to any regulatory approvals where required, including the approval of the TSXV; and (c) be subject to shareholder approval to the extent such approval is required by applicable law or the requirements of the TSXV. The Board may, from time to time, in its absolute discretion and without approval of the shareholders, make the following amendments: (a) any amendment necessary to comply with applicable law (including taxation laws) or the requirements of the TSXV or any other regulatory body to which the Company is subject; (b) any amendment of a "housekeeping" nature; or (c) any amendment regarding the administration or implementation of the Omnibus Plan.

The Board will be required to obtain shareholder approval, including, if required by the TSXV, disinterested shareholder approval, to make any amendment (a) to the maximum percentage or number of Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards; (b) which reduces the exercise price of any Award, provided, however, that, for greater certainty, disinterested shareholder approval will be required for any amendment which reduces the exercise price of any Option if the holder is an insider at the time of the proposed amendment; (c) which extends the maximum term of any Award; (d) which extends the expiry date of any Award, or the restriction period of any Share Unit beyond the original expiry date or restriction period, except in the event of an extension due to a blackout period, provided, however, that, for greater certainty, disinterested shareholder approval will be required for any amendment which extends the expiry date or restriction period if the holder is an insider at the time of the proposed amendment; (e) which would permit Awards granted under the Omnibus Plan to be transferable or assignable other than for normal estate settlement purposes; (f) to the definition of an "Eligible Participant"; (g) that results in a benefit to an insider; (h) to the participation limits; or (i) to the amendment provision of the Omnibus Plan.

The Board may, subject to any required regulatory or TSXV approvals, discontinue the Omnibus Plan at any time without the consent of the holders provided that such discontinuance will not materially and adversely affect any Awards previously granted to a holder under the Omnibus Plan.

Shareholder Approval of the Omnibus Plan

At the Meeting, disinterested Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution in substantively the following form (the " Omnibus Plan Resolution "):

“RESOLVED AS AN ORDINARY RESOLUTION THAT:

The omnibus incentive plan (the " Omnibus Plan ") of GHP Noetic Science‐Psychedelic Pharma Inc. (the “ Company ”) in the form attached as Schedule "B" to, and as described in the management information circular of the Company dated July 12, 2023, with such amendments to the Omnibus Plan as may be made from time to time by the board of directors of the Company, without further approval of the shareholders of the Company, in order to conform with the policies or requirements of the TSX Venture Exchange or any other stock exchange on which the Company’s common shares are listed at such applicable time, be and is ratified, confirmed and approved;
Any director or officer of the Company is authorized and directed, for and on behalf of the Company, to do all such acts and things, and to execute and deliver all such other documents, as may, in the opinion of such director or officer, be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution, with the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

The Board recommends that disinterested Shareholders vote FOR the Omnibus Plan Resolution at the Meeting. Unless a disinterested Shareholder directs that their Shares be voted against the Omnibus Plan Resolution, the Management Appointees will vote FOR the Omnibus Plan Resolution.

To be effective, the Omnibus Plan Resolution requires the approval of a majority of the votes cast thereon by disinterested Shareholders present or represented by proxy at the Meeting, excluding the votes attaching to Shares beneficially owned by insiders of the Company to whom Awards may be granted under the Omnibus Plan and each of their respective associates. In determining whether such approval has been obtained, the votes attaching to the approximately 3,049,999 Shares, representing approximately 31% of the issued and outstanding Shares, collectively held, directly or indirectly, by the insiders of the Company to whom Awards may be granted under the Omnibus Plan, and each of their respective associates, will be excluded.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than those matters referred to in the Notice of Meeting. Receipt at the Meeting of reports to the directors and auditors and the Company’s financial statements for its last completed financial year and the auditors’ report thereon will not constitute approval or disapproval of any matters referred to in such financial statements.

If any matters which are not now known should properly come before the Meeting, the accompanying Form of Proxy will be voted on such matters in accordance with the best judgment of the Management Appointees or other applicable proxy holder.

STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of its Chief Executive Officer (“ CEO ”), Chief Financial Officer (“ CFO ”) and the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer at the end of financial year ended December 31, 2022, and whose total compensation exceeded $150,000 for that financial year (collectively, “ NEO ” or the “ Named Executive Officers ”), and for the directors of the Company.

During the year‐ended December 31, 2022, the Company had two individuals that qualified as NEOs, being Paul Barbeau, and Warren Wright, CFO.

SUMMARY COMPENSATION TABLE

The following table is a summary of the compensation paid, directly or indirectly, to the Named Executive Officers and directors of the Company for the two most recently completed financial years.

Name and Position	Fiscal Year ended December 31, 2022	Salary, Consulting Fees, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All other Compensation ($)	Total Compensation ($)
Paul Barbeau CEO and Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Warren Wright CFO and Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Sa’ad Shah Secretary and Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
George Main Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Andrew Jolley Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Name and Position	Fiscal Year ended December 31, 2022	Salary, Consulting Fees, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All other Compensation ($)	Total Compensation ($)
Michael Franks Former CEO and Former Director(1)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table sets out the Options held by the Company's directors and officers:

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class (#)	Date of Issue or Grant	Expiry Date	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)
Paul Barbeau CEO and Director	Options	166,666	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Warren Wright CFO and Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Sa’ad Shah Secretary and Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
George Main Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215
Andrew Jolley Director	Options	166,667	July 29, 2020	August 11, 2025	$0.20	$0.215	$0.215

As at the date of this Circular, none of the Options set out in the table above have been exercised.

PENSION PLAN BENEFITS

The Company has never had any pension or retirement benefit plans and none are proposed at this time.

STOCK OPTION PLAN AND OTHER INCENTIVE PLANS

As of the date of this Circular, the Existing Option Plan is the Company’s only equity compensation plan which was approved by Shareholders on October 7, 2021. Under the terms of the Existing Option Plan, the Board may, from time to time, in its discretion, and in accordance with the requirements of the Exchange, grant to officers and directors of the Company, non‐transferable Options, provided that the number of Shares reserved for issuance on exercise of such Options will not exceed 10% of the issued and outstanding Shares, and such Shares will be exercisable for a maximum of 10 years from the date of grant. The number of Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Shares. The number of Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Shares. Options representing not more than 10% of the issued and outstanding Shares may be granted to insiders within any 12 month period. Options granted to officers, directors and technical consultants of the Company may be exercised within the greater of 12 months after the completion of a Qualifying Transaction and 90 days following cessation of the optionee’s position with the Company, provided that if the cessation of office, directorship or technical consulting arrangement was by reason of death, the Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such

Option. Any Shares acquired pursuant to the exercise of Options prior to the completion of a Qualifying Transaction, must be deposited in escrow and will be subject to escrow until the Exchange issues its final bulletin.

In the event that the Omnibus Plan is approved by Shareholders at the Meeting, the granting of Options and other Awards will be governed by the Omnibus Plan. See “ Particulars of Matters to be Acted Upon – Adoption of Omnibus Incentive Plan ”.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

There are no agreements or arrangements under which compensation was provided during the most recently completed financial year, or is payable, in respect of services provided to the Company that were performed by a director or NEO, or that were performed by any other party but are services typically provided by a director or NEO.

DESCRIPTION OF DIRECTOR AND NAMED NEO COMPENSATION

As a Capital Pool Company, the Company is not permitted to make payments of any kind to any Non‐Arm’s Length Party to the Company, including any NEO or director, including any salaries, consulting fees or directors fees, except as permitted by the narrow exceptions set out in Exchange Policy 2.4. As such, the sole form of compensation provided by the Company to NEOs and directors is long‐term compensation, represented by the grant of Options. Determination of the number of Options to be granted to each director and officer is made by the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has implemented the Existing Option Plan, described in more detail under the heading “ Statement of Executive Compensation – Stock Option Plan and Other Incentive Plans ” above. The following table sets out additional information with respect to the Existing Option Plan as of December 31, 2022:

Name and Position	Number of securities to be issued upon exercise of outstanding Options, warrants and rights (#)	Weighted‐average exercise price of outstanding Options, warrants and rights (#)	Number of securities remaining available for future issuance under equity compensation plans (excluding security reflected in column (a)) ($)
Existing Option Plan(1)	833,334	$0.20	166,666
Equity Compensation Plans Approved by Shareholders	Nil	Nil	Nil

(1) The Existing Option Plan will, subject to receipt of the approval of the disinterested Shareholders at the Meeting, be repealed and replaced with the Omnibus Plan. See “ Particulars of Matters to be Acted Upon at the Meeting – Adoption Of Omnibus Incentive Plan ”.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No Director, executive Officer or employee of the Company, nor any person who has held such a position since the beginning of the most recently completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate of any of them, is, or at any time during that period, has been, indebted to the Company, or had indebtedness during that period which was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

AUDITORS

The external auditor of the Company is MNP LLP. MNP LLP was first appointed as the Company’s auditor following the Company’s incorporation in 2020.

MANAGEMENT CONTRACTS

Management functions of the Company are substantially performed by officers of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

DISCLOSURES RELATING TO CORPORATE GOVERNANCE PRACTICES

National Policy 58‐201 – Corporate Governance Guidelines (“ NP 58‐201 ”) and National Instrument 58‐101 – Disclosure of Corporate Governance Practices (“ NI 58‐101 ”) set out a series of guidelines for effective corporate governance. The guidelines address matters such as the constitution and independence of corporate boards, the function to be performed by boards and their committees, and the effectiveness and education of board members. NI 58‐101 requires the disclosure by each reporting issuer of its approach to corporate governance with reference to the guidelines as it is recognized that the unique characteristics of individual corporations will result in varying degrees of conformity. The following disclosure is provided in accordance with the corporate governance disclosure prescribed by Form 58‐101F2 of NI 58‐101.

Board of Directors

NI 58‐101 defines an “independent director” as a director who 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 Board, be reasonably expected to interfere with such member’s independent judgment.

The Board is currently comprised of five members. Under NI 58‐101 and NP 58‐201, Mr. Wright, Mr. Barbeau and Mr. Shah are not considered independent, as they are officers of the Company, and Mr. Main and Mr. Jolley are considered to be independent.

Directorships

The following director is also currently a director of other reporting issuers in a Canadian jurisdiction (or the equivalent in a foreign jurisdiction):


Name of Director	Name of Reporting Issuer	Market
Paul Barbeau	TUP Capital Inc.	TSXV
	Nevada Silver Corporation(formerlyNBS Capital Inc.)	TSXV

Nomination of Directors

The Board performs the functions of a nominating committee and is responsible for the appointment and assessment of directors. The Board believes that this is a practical approach at this stage of the Company’s development and given the small size of the Board. While there are no specific criteria for appointment as a Director beyond those qualifications set out in the OBCA, the Company attempts to attract and maintain directors with business knowledge and an established knowledge of areas which would assist in guiding the officers of the Company. As such, nominations tend to be the result of recruitment efforts by management of the Company and discussions among directors prior to the consideration by the Board as a whole.

Director Term Limits

The Company has not adopted term limits for or other mechanisms for Board renewal. The Board believes that term limits are not practical at this stage of the Company’s development.

Board’s Relations with Management

The interaction between management and Board members, both inside and outside of meetings of the Board, ensures that the Board is properly informed and that the experience of the Board members is brought to bear when needed by

management. The Board has also adopted a policy of permitting individual directors under appropriate circumstances to engage legal, financial or other expert advisors at the Company’s expense.

Director Compensation

Refer to “ Statement of Executive Compensation – Oversight and Description of Director and Named Executive Officer Compensation ” for a discussion of the steps taken to determine the compensation of the NEOs and directors of the Company.

Director Assessment

The Board seeks to assess, on an annual basis, the contribution of the Board as a whole and each of the individual directors, in order to determine whether each is functioning effectively.

Director Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors. New directors are given an opportunity to familiarize themselves with the Company by meeting with other directors, reviewing the rules and regulations of the Exchange, and reviewing the corporate by‐laws. Moreover, new directors are encouraged to speak with the Company’s solicitors to become familiarized with their legal responsibilities as directors.

Ethical Business Conduct

The role of the Board is to oversee the conduct of the Company’s business and to supervise the activities of management in connection with the identification and completion of a Qualifying Transaction. Given the size of the Company, all material transactions are addressed at the Board level.

DISCLOSURE RELATING TO AUDIT COMMITTEE

National Instrument 52‐110 – Audit Committees (“ NI 52‐110 ”) requires the Company, as a venture issuer (as defined in NI 52‐110), to disclose annually in its management information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor. The following disclosure is provided in accordance with Form 52‐110F2 of NI 52‐110.

Audit Committee Charter and Composition

The Board has established an Audit Committee consisting of three directors of the Company, the majority of whom are not officers, employees or control persons of the Company.

For the year‐ended December 31, 2022, Warren Wright, George Main and Andrew Jolley were members of the Audit Committee and were “financially literate” as defined in NI 52‐110. Pursuant to NI 52‐110, a person is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

Mr. Main and Mr. Jolley are considered “independent” directors, as defined in NI 52‐110, while Mr. Wright is not considered independent as he is the CFO of the Company. Additional details with respect to each of their respective backgrounds is included in the table above under the heading “ Election of Directors ”.

As a venture issuer, the Company is relying on an exemption provided in Section 6.1 in NI 52‐110 from certain disclosure requirements and requirements regarding the composition of the Audit Committee, including the requirement that all members qualify as “independent”.

The responsibilities and operation of the Audit Committee are set out in the Company’s Audit Committee charter, a copy of which is attached to this Circular as Schedule "C".

Relevant Education and Experience

In addition to the background and experience noted below with respect to each member of the Audit Committee, all members of the Audit Committee had direct access to the Company’s auditors and to the Company’s management.

Audit Committee Oversight

Since the commencement of the most recently completed financial year, the Board adopted all of the recommendations of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the most recently completed financial year, the Company did not rely on an exemption provided under Section 2.4 ( De Minimis Non‐audit Services ) of NI 52‐110, nor has the Company obtained or relied upon any exemption from a securities regulatory authority or regulator from the requirements of Part 8 ( Exemptions ) of NI 52‐110.

Pre‐Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures regarding the engagement of non‐audit services, but does review such matters as they arise in light of factors such as the Company’s current needs, the availability of services from other sources and the other services provided by the Company’s auditor.

EXTERNAL AUDITOR SERVICES FEES

The following table sets out the aggregate fees billed by the Company’s external auditor during the two most recently completed fiscal years:

Fiscal Year Ended	Audit Fees(1) ($)	Audit‐Related Fees(2) ($)	Tax Fees(3) $	All Other Fees(4) $
December 31, 2021	12,840	Nil	Nil	Nil
December 31, 2022	13,375	Nil	Nil	Nil

(1) Fees billed by the Company's external auditor during the fiscal year.

(2) Fees billed during the fiscal year for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.

(3) Fees billed during the fiscal year for services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4) Aggregate fees billed during the fiscal year for products and services provided by the Company’s external auditor, other than the services reported under “Audit Fees”, “Audit‐Related Fees” and “Tax Fees”.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on SEDAR and can be accessed at www.sedar.com. Financial information in respect of the Company and its affairs is provided in the Company’s comparative financial statements and the related management discussion and analysis (“ MD&A ”) for its most recently completed financial year.

Shareholders may request copies of such financial statements and MD&A by mailing a request to: GHP Noetic Science‐ Psychedelic Pharma Inc., 100 First Canadian Place, Suite 3400, Toronto, Ontario, Canada M5V VX1

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APPROVAL OF THE BOARD

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

DATED at Toronto, Ontario this 12[th] day of July, 2023.

Paul Barbeau Chief Executive Officer and Director

SCHEDULE "A"

SPECIAL RIGHTS AND RESTRICTIONS FOR SUBORDINATE VOTING SHARES AND MULTIPLE VOTING SHARES

The notice of articles of GHP Noetic Science‐Psychedelic Pharma Inc. (the “ Company ”) are amended as follows:

A. to create an unlimited number of shares of a class designated as subordinate voting shares (“ Subordinate Voting Shares ”);
B. to create an unlimited number of shares of a class designated as multiple voting shares (“ Multiple Voting Shares ”);
C. to change all of the issued and outstanding common shares (the “ Common Shares ”) in the capital of the Company into Subordinate Voting Shares, such that after such change, an aggregate of 10,000,000 Subordinate Voting Shares will be issued and outstanding;
D. to remove, in their entirety, the rights, privileges, restrictions and conditions attaching to the Common Shares;
E. to remove the Common Shares as a class from the authorized capital of the Company, such that after such removal, the Company will no longer be authorized to issue Common Shares;
F. to provide that, after giving effect to the foregoing, the authorized capital of the Company shall consist of :
(i) an unlimited number of Subordinate Voting Shares, and
(ii) an unlimited number of Multiple Voting Shares; and
G. to provide that the rights, privileges, restrictions and conditions attaching to the Subordinate Voting Shares as a class and the Multiple Voting Shares as a class shall be as follows:

ARTICLE 1

SUBORDINATE VOTING SHARES

1.1 Voting

The holders of Subordinate Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares are entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.

1.2 Alteration to Rights of Subordinate Voting Shares

So long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Subordinate Voting Shares expressed by separate special resolution, alter or amend the rights and restrictions set out herein if the result of such alteration or amendment would:

(a) prejudice or interfere with any right or special right attached to the Subordinate Voting Shares; or
(b) affect the rights or special rights of the holders of Subordinate Voting Shares or Multiple Voting Shares on a per share basis as provided herein.

1.3 Dividends

(a) The holders of Subordinate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by the board of directors of the Company (the “ Directors ”) from time to time. The Directors may not declare a dividend payable in cash or property on the Subordinate Voting Shares unless the Directors simultaneously declare a dividend payable in cash or property on the Multiple Voting Shares, in an amount per Multiple Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 10,000.
(b) The Directors may declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the Directors simultaneously declare a stock dividend payable in:
(i) Multiple Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share; or
(ii) Subordinate Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share (or a fraction thereof) equal to the number of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 10,000.
(c) The Directors may declare a stock dividend payable in Multiple Voting Shares on the Subordinate Voting Shares, but only if the Directors simultaneously declare a stock dividend payable in Multiple Voting Shares on the Multiple Voting Shares, in a number of shares per Multiple Voting Share equal to the number of Multiple Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 10,000.
(d) Holders of fractional Subordinate Voting Shares shall be entitled to receive any dividend declared on the Subordinate Voting Shares in an amount equal to the dividend per Subordinate Voting Share multiplied by the fraction thereof held by such holder.

1.4 Liquidation Rights

In the event of the liquidation, dissolution or winding‐up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate Voting Shares shall be entitled to participate pari passu with the holders of Multiple Voting Shares, with the amount of such distribution per Subordinate Voting Share equal to the amount of such distribution per Multiple Voting Share divided by 10,000; and each fraction of a Subordinate Voting Share will be entitled to the amount calculated by multiplying such fraction by the amount payable per whole Subordinate Voting Share.

1.5 Subdivision or Consolidation

The Subordinate Voting Shares shall not be consolidated or subdivided unless the Multiple Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

1.6 Conversion of the Shares Upon An Offer

(a) In the event that an offer is made to purchase Multiple Voting Shares, and such offer is:
(i) required, pursuant to applicable securities legislation or the rules of any stock exchange on which (A) the Multiple Voting Shares, or (B) the Subordinate Voting Shares which may be obtained upon conversion of the Multiple Voting Shares, may then be listed, to be made to all or substantially all of the holders of Multiple Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an “ Offer ”); and

(ii) not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to or greater than 0.0001 of the consideration offered per Multiple Voting Share,

then each Subordinate Voting Share shall become convertible at the option of the holder into Multiple Voting Shares on the basis of 10,000 Subordinate Voting Shares for one Multiple Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the “ Subordinate Voting Share Conversion Right ”). For avoidance of doubt, fractions of Multiple Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is exercised which is less than 10,000.

(b) The Subordinate Voting Share Conversion Right may only be exercised for the purpose of depositing the Multiple Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Subordinate Voting Share Conversion Right is exercised, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Multiple Voting Shares acquired upon conversion, on behalf of the holder.
(c) To exercise the Subordinate Voting Share Conversion Right, a holder of Subordinate Voting Shares or their attorney, duly authorized in writing, shall:
(i) give written notice of exercise of the Subordinate Voting Share Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised;
(ii) deliver to the transfer agent for the Subordinate Voting Shares any share certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised; and
(iii) pay any applicable stamp tax or similar duty on or in respect of such conversion.
(d) No certificates or direct registration statements representing Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right will be delivered to the holders of Subordinate Voting Shares. If Multiple Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Multiple Voting Shares, such Multiple Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate Voting Shares on the basis of one Multiple Voting Share for 10,000 Subordinate Voting Shares, and the Company will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement(s) or certificate(s) representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right, the Company shall procure that the transfer agent for the Subordinate Voting Shares shall deliver to the holders of such Multiple Voting Shares the consideration paid for such Multiple Voting Shares by such offeror.

1.7 Voluntary Conversion of Subordinate Voting Shares

Subject to approval by the Directors, each Subordinate Voting Share may be converted at the option of the holder into such number of Multiple Voting Shares as is determined by dividing the number of Subordinate Voting Shares being converted by 10,000, provided the Directors have approved such conversion.

Before any holder of Subordinate Voting Shares may convert Subordinate Voting Shares into Multiple Voting Shares in accordance with this Section 1.7, the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Subordinate Voting Shares to be converted at the head office of the Company, or the office of any transfer agent for the Subordinate Voting Shares, and shall give written notice to the Company at its head office of such holder’s election to convert such Subordinate Voting Share, and shall state in such notice the name(s) in which the certificate(s) or direct registration statement(s) representing the Multiple Voting Shares are to be issued (a “ Subordinate Voting Shares Conversion Notice ”). Provided that such conversion has been approved by the Directors, the Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or their nominee, a certificate(s) or direct registration statement(s) representing the number of Multiple Voting Shares to which such holder is entitled upon conversion. Provided that such conversion has been approved by the Directors, such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares to be converted is surrendered and the Subordinate Voting Shares Conversion Notice is delivered, and the person(s) entitled to receive the Multiple Voting Shares issuable upon such conversion shall be treated for all purposes as the holder(s) of record of such Multiple Voting Shares as of such date.

ARTICLE 2 MULTIPLE VOTING SHARES

2.1 Voting

The holders of Multiple Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or series of shares is entitled to vote. Subject to Section 2.2, each Multiple Voting Share shall entitle the holder to 10,000 votes and each fraction of a Multiple Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by 10,000 and rounding the product down to the nearest whole number, at each such meeting.

2.2 Alteration to Rights of Multiple Voting Shares

(a) So long as any Multiple Voting Shares remain outstanding, the Company will not, without the consent of the holders of Multiple Voting Shares expressed by separate special resolution, alter or amend the Notice of Articles of the Company if the result of such alteration or amendment would:
(i) prejudice or interfere with any right or special right attached to the Multiple Voting Shares; or
(ii) affect the rights or special rights of the holders of Subordinate Voting Shares or Multiple Voting Shares on a per share basis as provided herein.
(b) At any meeting of holders of Multiple Voting Shares called to consider such a separate special resolution, each whole Multiple Voting Share shall entitle the holder to one vote.

2.3 Dividends

(a) The holders of Multiple Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the Directors from time to time. The Directors may not declare a dividend payable in cash or property on the Multiple Voting Shares unless the Directors simultaneously declare a dividend payable in cash or property on the Subordinate Voting Shares, in an amount equal to the amount of the dividend declared per Multiple Voting Share divided by 10,000.
(b) The Directors may declare a stock dividend payable in Multiple Voting Shares on the Multiple Voting Shares, but only if the Directors simultaneously declare a stock dividend payable in:

(i) Multiple Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Multiple Voting Shares declared as a dividend per Multiple Voting Share, divided by 10,000; or
(ii) Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Multiple Voting Shares declared as a dividend per Multiple Voting Share.
(c) The Directors may declare a stock dividend payable in Subordinate Voting Shares on the Multiple Voting Shares, but only if the Directors simultaneously declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Multiple Voting Share, divided by 10,000.
(d) Holders of fractional Multiple Voting Shares shall be entitled to receive any dividend declared on the Multiple Voting Shares, in an amount equal to the dividend per Multiple Voting Share multiplied by the fraction thereof held by such holder.

2.4 Liquidation Rights

In the event of the liquidation, dissolution or winding‐up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Multiple Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares, with the amount of such distribution per Multiple Voting Share equal to the amount of such distribution per Subordinate Voting Share multiplied by 10,000; and each fraction of a Multiple Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Multiple Voting Share.

2.5 Subdivision or Consolidation

The Multiple Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares are simultaneously consolidated or subdivided utilizing the same divisor or multiplier.

2.6 Voluntary Conversion

Subject the Conversion Limitation set forth in this Section 2.6, holders of Multiple Voting Shares shall have the following rights of conversion (the “ Share Conversion Right ”):

(a) Right to Convert Multiple Voting Shares. Subject to the limitations set out in this Section 2.6, each Multiple Voting Share shall be convertible at the option of the holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares in respect of which the Share Conversion Right is exercised by 10,000. Fractions of Multiple Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 10,000, rounded down to the nearest whole share.
(b) Conversion Limitations. Before any holder of Multiple Voting Shares shall be entitled to convert the same into Subordinate Voting Shares, the Directors (or any officer of the Company designated by the Directors) shall determine whether the Conversion Limitation (as defined below) shall apply.
(c) Foreign Private Issuer Status. The Company will use commercially reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b‐4 under the Securities Exchange Act of 1934 , as amended (the “ Exchange Act ”)). Accordingly, the Company shall not give effect to any voluntary conversion of Multiple Voting Shares pursuant to this Section 2.6 or otherwise to the extent that after giving effect to all permitted issuances after such conversion of Multiple Voting

Shares, the aggregate number of Subordinate Voting Shares and Multiple Voting Shares (calculated on the basis that each Subordinate Voting Share and Multiple Voting Share is counted once, without regard to the number of votes carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b‐4 and 12g3‐2(a) under the Exchange Act) (“ U.S. Residents ”) would exceed 45% (the “ 45% Threshold ”) of the aggregate number of Subordinate Voting Shares and Multiple Voting Shares (calculated on the same basis) issued and outstanding (the “ FPI Restriction ”). The Directors may by resolution increase the 45% Threshold to a number not to exceed 50%, and if any such resolution is adopted, all references to the 45% Threshold herein shall refer instead to the amended percentage threshold set by the Directors in such resolution, and the formula in Section 2.6(c) of this Section 2.6 shall be adjusted to give effect to such amended percentage threshold.

(d) Conversion Limitation. In order to give effect to the FPI Restriction, the number of Subordinate Voting Shares issuable to a holder of Multiple Voting Shares upon exercise by such holder of the Share Conversion Right will be subject to the 45% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of initial issuance of Multiple Voting Shares to such holder, and thereafter on the last day of each of the Company’s subsequent fiscal quarters (the date of initial issuance and the last day of each of the Company’s subsequent fiscal quarters each being a “ Determination Date ”) calculated as follows:

X = [A x 45% ‐ B] x (C/D)

Where, on the Determination Date:

X = Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.

A = Aggregate number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding on such Determination Date.

B = Aggregate number of Subordinate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents on such Determination Date.

C = Aggregate Number of Multiple Voting Shares held by such holder on such Determination Date.

D = Aggregate Number of All Multiple Voting Shares on such Determination Date.

The Company shall determine as of each Determination Date, in its sole discretion, the aggregate number of Subordinate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by U.S. Residents, and the maximum number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately above. Upon request by a holder of Multiple Voting Shares, the Company will provide each holder of Multiple Voting Shares with notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Company in its discretion. To the extent that issuances of Subordinate Voting Shares on exercise of the Share Conversion Right would result in the 45% Threshold being exceeded, the number of Subordinate Voting Shares to be issued will be pro‐ rated among each holder of Multiple Voting Shares exercising the Share Conversion Right.

(e) Mechanics of Conversion. Before any holder of Multiple Voting Shares shall be entitled to voluntarily convert Multiple Voting Shares into Subordinate Voting Shares in accordance with Section 2.6(a), the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Multiple Voting Shares to be converted at the head office of the Company, or the office of any transfer

agent for the Multiple Voting Shares, and shall give written notice to the Company at its head office of such holder’s election to convert such Multiple Voting Shares, and shall state in such notice the name(s) in which the certificate(s) or direct registration statement(s) representing the Subordinate Voting Shares are to be issued (a “ Conversion Notice ”). The Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or their nominee a certificate(s) or direct registration statement(s) representing the number of Subordinate Voting Shares to which such holder is entitled upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct registration statement(s) representing the Multiple Voting Shares to be converted is surrendered and the Conversion Notice is delivered, and the person(s) entitled to receive the Subordinate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder(s) of record of such Subordinate Voting Shares as of such date.

2.7 Mandatory Conversion

The Company shall have the following rights in respect of conversion of the Multiple Voting Shares:

(a) Right to Convert Multiple Voting Shares. Notwithstanding anything contained herein to the contrary, the Company shall have the right (the “ Company Share Conversion Right ”) to require each holder of Multiple Voting Shares to convert (the “ MVS Conversion ”) all, and not less than all, of the Multiple Voting Shares held by such holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Multiple Voting Shares in respect of which the Company Share Conversion Right is exercised by 10,000. Fractions of Multiple Voting Shares may be converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 10,000, rounded down to the nearest whole number and no payment shall be made or consideration provided on account of any such rounding. The Company Share Conversion Right may be exercised by the Company if all the following conditions are either satisfied (and, for certainty, the following conditions continue to be satisfied at the Conversion Time (as defined below)), or are waived by special resolution of the holders of Multiple Voting Shares:
(i) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and
(ii) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange, including the New York Stock Exchange, the NYSE American Stock Exchange, the NASDAQ Stock Market, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, the NEO Exchange or any other Canadian stock exchange recognized as such by the British Columbia Securities Commission.
(b) Mechanics of Conversion
(i) In order to exercise the Company Share Conversion Right, the Company shall issue or cause its transfer agent to issue to each holder of Multiple Voting Shares of record a notice (the “ MVS Conversion Notice ”) at least 10 days prior to the record date of the MVS Conversion (the “ MVS Conversion Date ”) which shall specify: (A) the number of Subordinate Voting Shares into which the Multiple Voting Shares are convertible pursuant to the MVS Conversion, and (B) the MVS Conversion Date.
(ii) At the time of conversion (the “ Conversion Time ”) on the MVS Conversion Date, each certificate or direct registration statement representing Multiple Voting Shares shall be null and void and the former holders of Multiple Voting Shares shall be entered on the register maintained for the Subordinate Voting Shares as holders of Subordinate Voting Shares and shall be treated for all purposes as the record holder of the number of Subordinate Voting

Shares to which each former holder of Multiple Voting Shares is entitled pursuant to Section 2.7(a).

(iii) As soon as practicable on or after the MVS Conversion Date, and in any event within ten days of the MVS Conversion Date, the Company will issue or send, or cause its transfer agent to issue or send, certificate(s) or direct registration statement(s) (at the sole discretion of the Company) to each former holder of Multiple Voting Shares representing the number of Subordinate Voting Shares into which the Multiple Voting Shares have been converted.
(c) Effect of Conversion. All Multiple Voting Shares which shall have been converted pursuant to the MVS Conversion shall no longer be deemed to be outstanding and all rights and special rights with respect to such Multiple Voting Shares shall immediately cease and terminate at the Conversion Time, except the right of the holders of such Multiple Voting Shares to receive Subordinate Voting Shares in exchange therefor in accordance with this Section 2.7.

SCHEDULE "B" Omnibus Plan (see attached)

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

OMNIBUS EQUITY INCENTIVE PLAN

July 12, 2023

ARTICLE 1 INTERPRETATION ................................................................................................................ 1	ARTICLE 1 INTERPRETATION ................................................................................................................ 1
1.1	Definitions .......................................................................................................................... 1
1.2	Interpretation .................................................................................................................... 8
ARTICLE 2 PURPOSE AND ADMINISTRATION OF THIS PLAN; GRANTING OF AWARDS .......................... 9
2.1	Purpose of this Plan ........................................................................................................... 9
2.2	Implementation and Administration of this Plan .............................................................. 9
2.3	Participation in this Plan .................................................................................................. 10
2.4	Shares Subject to this Plan ............................................................................................... 11
2.5	Participation Limits .......................................................................................................... 12
2.6	Granting of Awards .......................................................................................................... 13
ARTICLE 3 OPTIONS ........................................................................................................................... 13
3.1	Nature of Options ............................................................................................................ 13
3.2	Option Awards ................................................................................................................. 13
3.3	Option Agreements .......................................................................................................... 14
3.4	Option Price ..................................................................................................................... 14
3.5	Option Term ..................................................................................................................... 14
3.6	Exercise of Options .......................................................................................................... 15
3.7	Method of Exercise and Payment of Purchase Price ....................................................... 15
ARTICLE 4 SHARE APPRECIATION RIGHTS .......................................................................................... 16
4.1	Nature of SARs ................................................................................................................. 16
4.2	SAR Awards ...................................................................................................................... 16
4.3	SAR Award Agreements ................................................................................................... 17
4.4	SAR Term .......................................................................................................................... 18
4.5	Settlement of SARs .......................................................................................................... 18
4.6	Method of Settlement ..................................................................................................... 18
ARTICLE 5 RESTRICTED AND PERFORMANCE SHARE UNITS ................................................................ 19
5.1	Nature of Share Units ...................................................................................................... 19
5.2	Share Unit Awards ........................................................................................................... 20
5.3	Share Unit Agreements .................................................................................................... 20
5.4	Vesting of Share Units ...................................................................................................... 21
5.5	Blackout Periods .............................................................................................................. 21
5.6	Redemption / Settlement of Share Units ........................................................................ 21
5.7	Determination of Amounts .............................................................................................. 23
5.8	Award of Dividend Equivalents ........................................................................................ 24
ARTICLE 6 DEFERRED SHARE UNITS ................................................................................................... 24
6.1	Nature of DSUs ................................................................................................................. 24
6.2	Market Fluctuation .......................................................................................................... 25
6.3	DSU Awards ..................................................................................................................... 25
6.4	DSU Agreements .............................................................................................................. 25
6.5	Redemption / Settlement of DSUs ................................................................................... 26

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6.6	Determination of Amounts .............................................................................................. 28
6.7	Award of Dividend Equivalents ........................................................................................ 28
ARTICLE 7 GENERAL CONDITIONS ...................................................................................................... 29
7.1	General Conditions Applicable to Awards ....................................................................... 29
7.2	General Conditions Applicable to Options....................................................................... 30
7.3	General Conditions Applicable to Awards other than Options ....................................... 31
ARTICLE 8 ADJUSTMENTS AND AMENDMENTS .................................................................................. 32
8.1	Adjustment to Shares Subject to Outstanding Awards ................................................... 32
8.2	Change of Control ............................................................................................................ 33
8.3	Initial Approval, Amendment or Discontinuance of this Plan ......................................... 33
ARTICLE 9 MISCELLANEOUS............................................................................................................... 35
9.1	Use of an Administrative Agent ....................................................................................... 35
9.2	Tax Withholding ............................................................................................................... 35
9.3	Clawback .......................................................................................................................... 36
9.4	Securities Law Compliance .............................................................................................. 36
9.5	Reorganization of the Corporation .................................................................................. 37
9.6	Quotation of Shares ......................................................................................................... 38
9.7	Governing Laws ................................................................................................................ 38
9.8	Severability ...................................................................................................................... 38
9.9	Code Section 409A ........................................................................................................... 38
9.10	Effective Date of this Plan ................................................................................................ 39

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

OMNIBUS EQUITY INCENTIVE PLAN

GHP Noetic Science‐Psychedelic Pharma Inc. (the " Corporation ") hereby establishes this Plan (as defined below) for certain Employees, Directors and Consultants (in each case, as defined in this Plan).

ARTICLE 1 INTERPRETATION

1.1 Definitions

Where used in this Plan, any amendments to this Plan, or any communication required or permitted to be given under this Plan, the following terms will have the following meanings unless the context otherwise requires:

" Account " means a notional account maintained for each Participant on the books of the Corporation which will be credited with Awards in accordance with the terms of this Plan;

" Affiliate " means an affiliate of the Corporation as contemplated by the Canada Revenue Agency for the purposes of Section 6801(d) of the ITA Regulations and as defined under Policy 1.1 of the Exchange;

" Applicable Law " means any applicable law, including: (a) the Business Corporations Act (Ontario), (b) Applicable Securities Laws, (c) the ITA and the ITA Regulations, (d) the Code, and (e) any other applicable corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, provincial, state, local or foreign, and, for the purposes of this definition, also includes the Exchange Rules;

" Applicable Securities Laws " means (a) the Securities Act (Ontario) and the equivalent thereof in each province and territory of Canada in which the Corporation is a "reporting issuer" or the equivalent thereof, together with the regulations, rules and blanket orders of the securities commission or similar regulatory authority in each of such jurisdictions, and (b) if a relevant Participant is a U.S. Person, the U.S. Securities Act, the U.S. Exchange Act and any rules or regulations thereunder and any applicable state securities laws;

" Applicable Withholding Taxes " means such amount as may be necessary for the Corporation or any Subsidiary to deduct or withhold from any Award granted, from any payment due or transfer made under any Award or under this Plan, or from any compensation or other amount owing to a Participant, so as to ensure the Corporation and any Subsidiary will be able to comply with the applicable provisions of any Applicable Law relating to the withholding of tax or other required deductions;

" Appreciation Value " means, in respect of any SAR, an amount equal to the Market Price on the date the SAR is settled less the Base Value;

" Award " means any Option, Share Unit, DSU or SAR granted pursuant to, or otherwise governed by, this Plan;

" Award Agreement " means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, a Share Unit Agreement, a DSU Agreement, a SAR Agreement, an Employment Agreement or a Consulting Agreement;

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" Base Value " is defined in Section 4.2(3);

" Beneficiary " means any Person designated by a Participant by written notice to the Corporation to receive any amount, securities or property payable under this Plan in the event of such Participant's death or, failing any such effective designation, such Participant's estate, provided that a "Beneficiary" in respect of DSUs granted to a Canadian Employee Participant under this Plan will be limited to an individual who is a dependent or relation of such Participant or the legal representative of such Participant, and the written notice contemplated above must be filed with the Corporation within one year of such Participant's death;

" Blackout Expiry Date " means the date on which a Blackout Period expires, which shall be when the undisclosed material information that led to the imposition of the Blackout Period has been generally disclosed;

" Blackout Period " means a period during which the Corporation prohibits Participants from trading securities of the Corporation, which includes exercising, redeeming or settling Awards, that is formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information (which, for greater certainty, does not include a period during which a Participant or the Corporation is subject to a cease trade order or similar order under Applicable Securities Laws in respect of the Corporation's securities);

" Board " means the board of directors of the Corporation as constituted from time to time;

" Business Day " means a day, other than a Saturday, Sunday or statutory holiday, when Canadian chartered banks are generally open for business in Toronto, Ontario for the transaction of banking business;

" Canadian Employee Participant " means a Canadian Participant who is granted an Award in respect of, in the course of, or by virtue of such Participant's "office or employment" within the meaning of the ITA;

" Canadian Participant " means a Participant who is a resident of Canada and/or who is granted an Award in respect of, or by virtue of, employment services rendered in Canada, provided that, for greater certainty, a Participant may be both a Canadian Participant and a U.S. Taxpayer;

" Cash‐or‐Share‐Settled Share Unit " is defined in Section 5.1.

" Cause " is defined in Section 7.2(1);

" Change of Control " means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

(a) any transaction (other than a transaction described in paragraph (b) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation's then issued and outstanding securities entitled to vote in the election of members of the Board, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Corporation under any of the Corporation's equity incentive plans,

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(b) there is consummated an arrangement, amalgamation, merger, consolidation, business combination or similar transaction involving (directly or indirectly) the Corporation and, immediately after the consummation of such transaction, the Shareholders immediately prior to such transaction do not beneficially own, directly or indirectly, either (i) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such transaction or (ii) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction,
(c) the sale, lease, exchange, license or other disposition of assets, rights or properties of the Corporation or any Subsidiary which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other Person, other than a disposition to a wholly‐owned Subsidiary in the course of a reorganization of the assets of the Corporation and/or its wholly‐owned Subsidiaries,
(d) the passing of a resolution by the Board or the Shareholders to substantially liquidate the assets of the Corporation or wind up the Corporation's business or significantly rearrange its affairs 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 the shareholdings remain substantially the same following the re‐arrangement), or
(e) individuals who, immediately prior to a particular time, are members of the Board (the " Incumbent Board ") cease for any reason to constitute at least a majority of the members of the Board immediately following such time, provided that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

" Code " means the United States Internal Revenue Code of 1986 , as amended, and the Treasury Regulations promulgated thereunder;

" Code Section 409A " means Section 409A of the Code and applicable regulations and guidance issued thereunder;

" Consultant " means an individual, other than an Employee or Director and including a Management Company Employee, or company that: (a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to a Subsidiary, other than services provided in relation to a distribution, (b) provides the services under a written contract between the Corporation or a Subsidiary and the individual or company, as the case may be, and (c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Subsidiary;

" Consulting Agreement " means any written consulting agreement between the Corporation or a Subsidiary and a Participant who is a Consultant;

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" Designated Broker " means a broker who is independent of, and deals at arm's length with, the Corporation and its Subsidiaries and is designated by the Corporation;

" Director " means a member of the Board or the board of directors of a Subsidiary;

" Disinterested Shareholder Approval " means approval by a majority of the votes cast with respect to such approval by the Shareholders at a duly constituted Shareholders' meeting, excluding votes required to be excluded in respect of the subject matter of such approval pursuant to Applicable Laws;

" Dividend Equivalent " means additional Share Units or DSUs credited to a Participant's Account as a dividend equivalent pursuant to Section 5.8 or Section 6.7;

" DSU " means a deferred share unit, which is a notional and conditional right awarded to a Participant under this Plan to receive a payment as provided in Section 6.3 and subject to the terms and conditions of this Plan;

" DSU Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions of such grant, substantially in the form attached as Exhibit "D";

" DSU Redemption Date " means, with respect to a particular DSU, the date on which such DSU is redeemed in accordance with the provisions of this Plan;

" Eligible Participant " means: (a) in respect of a grant of Options, any Director, Employee or Consultant, (b) in respect of a grant of Share Units or SARs, any Director, Employee or Consultant other than an Investor Relations Service Provider, and (c) in respect of a grant of DSUs, any Non‐Employee Director other than an Investor Relations Service Provider;

" Employee " means an employee, within the meaning of the ITA, of the Corporation or a Subsidiary, and includes an Officer;

" Employer " means either the Corporation or a Subsidiary and means:

(a) with respect to a Participant who is an Employee, the corporation that employs the Participant or that employed the Participant immediately prior to the termination of his employment,
(b) with respect to a Participant who is a Consultant, the corporation to whom the Participant provides or provided consulting services, and
(c) with respect to a Participant who is a Director, the corporation on whose board of directors the Participant serves or served at the time an Award was granted to the Participant;

" Employment Agreement " means, with respect to any Participant, any written employment agreement between the Corporation or a Subsidiary and such Participant;

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" Exchange " means the TSXV or, if the Shares are not listed and posted for trading on the TSXV at a particular date, such other stock exchange or trading platform upon which the Shares are listed and posted for trading and which has been designated by the Board;

" Exchange Rules " means the rules and/or policies of any Exchange or automated quotation system on which the Shares are listed, quoted or traded at an applicable time;

" Exercise Notice " means a notice in writing signed by a Participant and stating the Participant's intention to exercise an Option;

" Expiry Date " means the date by which an Award must be exercised, settled or redeemed, as the case may be;

" Grant Date " means, in respect of an Award, the date on which such Award is granted, provided that if the grant of an Award is approved during a Blackout Period, the Grant Date in respect of such Award will be deemed to be the tenth trading day on the Exchange immediately following the Blackout Expiry Date;

" Insider " has the meaning given to such term in Section 1.2 of Policy 1.1 – Interpretation of the Corporate Finance Manual of the TSXV;

" Investor Relations Activities " has the meaning given to such term in Section 1.2 of Policy 1.1 – Interpretation of the Corporate Finance Manual of the TSXV;

" Investor Relations Service Provider " means any Consultant that performs Investor Relations Activities and any Director, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

" IRS " means the United States Internal Revenue Service;

" Issued Shares " means the aggregate of the number of issued and outstanding Shares plus the number of issued and outstanding Shares the issued and outstanding MV Shares are convertible into at the applicable time;

" ITA " means the Income Tax Act (Canada);

" ITA Regulations " means the regulations promulgated under the ITA;

" Management Company Employee " means an individual employed by a Person providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;

" Market Price " means: (a) if the Shares are then listed on the TSXV, the closing price per Share on the TSXV on the last Trading Day prior to the particular date as of which the Market Price is required to be determined, (b) if the Shares are not listed on the TSXV, the closing price per Share on any other Exchange on which the Shares are then listed (and, if more than one, will be the Exchange on which the majority of trading in the Shares occurs) on the last Trading Day prior to such date, or (c) if the Shares are not listed on any Exchange as of such date, such price as is determined solely by the Board, acting reasonably and in good faith, and such determination will be conclusive and binding on all Persons;

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" MV Shares " means the multiple voting shares in the capital of the Corporation;

" Non‐Employee Director " means a member of the Board who is not otherwise an Employee;

" Officer " means an officer of the Corporation;

" Option " means a stock option, which is a right granted to a Participant under this Plan, entitling such Participant to acquire a Share as provided in Article 3 and subject to the terms and conditions of this Plan;

" Option Agreement " means a written agreement between the Corporation and a Participant evidencing a grant of Options and the terms and conditions of such grant, substantially in the form attached as Exhibit "A";

" Option Price " is defined in Section 3.2(1);

" Participant " means any Eligible Participant that is granted one or more Awards under this Plan;

" Performance Criteria " means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Option, Share Unit or SAR;

" Performance Period " means the period determined by the Board at the time any Option, Share Unit or SAR is granted or at any time after during which any Performance Criteria and any other vesting conditions specified by the Board with respect to such Option, Share Unit or SAR are to be measured;

" Performance Share Unit " is defined in Section 5.1;

" Person " means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person have a similarly extended meaning;

" Plan " means this Omnibus Equity Incentive Plan, including the attached exhibits, as the same may be amended or amended and restated from time to time;

" Redemption Date " is defined in Section 5.6(1);

" Restricted Share Unit " is defined in Section 5.1;

" Restriction Period " means, with respect to a particular grant of Share Units, the period between the Grant Date of such Share Units and the latest Vesting Date in respect of any portion of such Share Units;

" SAR " means a share appreciation right, which is a right awarded under this Plan to receive a cash payment or its equivalent in fully paid Shares (or a combination) equal to the Appreciation Value of such right, at the time, in the manner, and subject to the terms and conditions of this Plan;

" SAR Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of SARs and the terms and conditions of such grant, substantially in the form attached as Exhibit B;

" SEC " means the United States Securities and Exchange Commission;

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" Separation from Service " has the meaning ascribed to it under Code Section 409A;

" Share " means a subordinate voting share in the capital of the Corporation;

" Share Compensation Arrangement " means any stock option plan, employee stock purchase plan, long‐ term incentive plan or other compensation or incentive mechanism involving the issuance or potential issuance of Shares from treasury, including a share purchase from treasury by a full‐time Employee, Director, Insider or Consultant which is facilitated by the Corporation or a Subsidiary;

" Share‐Settled Share Unit " is defined in Section 5.6(1);

" Share Unit " means a right, including a Restricted Share Unit or a Performance Share Unit, awarded to a Participant under this Plan to receive a payment as provided in Article 5 and subject to the terms and conditions of this Plan, and includes Cash‐or‐Share Settled Share Units and Share‐Settled Share Units;

" Share Unit Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of Share Units and the terms and conditions of such grant, substantially in the form attached as Exhibit "C";

“ Share Unit Deferred Payment Date ” means the date that a Participant may elect to defer receipt of Shares upon settlement of Share‐Settled Share Units as provided in Section 5.2(2), which date may not be later than the Participant’s Termination Date;

" Share Unit Outside Expiry Date " is defined in Section 5.6(4)(d);

" Shareholder " means a shareholder of the Corporation;

" Subsidiary " means a Person that is controlled, directly or indirectly, by the Corporation; provided that, in all cases, in applying the provisions of this Plan to Options or DSUs granted to a Canadian Employee Participant, a Person will only constitute a "Subsidiary" if such Person is a corporation controlled, directly or indirectly, by the Corporation;

" Termination Date " means (a) in the event of a Participant's resignation, the date on which such Participant ceases to be a Director, Employee or Consultant, (b) in the event of the termination of a Participant's employment, position as a Director or engagement as Consultant, the effective date of the termination as specified in the notice of termination provided to such Participant by the Corporation or a Subsidiary, as the case may be, and (c) in the event of a Participant's death, the date of death; provided that, in all cases, in applying the provisions of this Plan to DSUs granted to a Canadian Employee Participant, the "Termination Date" will be the latest date on which such Participant is neither a Director nor Employee nor a director or employee of any Affiliate;

" Termination of Service " means that a Participant has ceased to be an Eligible Participant;

" Trading Day " means any day on which the Exchange is open for trading;

" TSXV " means the TSX Venture Exchange;

" United States " has the meaning ascribed thereto under Regulation S under the U.S. Securities Act;

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" U.S. Exchange Act " means that United States Securities Exchange Act of 1934 , as amended;

" U.S. Participant " means a Participant who is a resident or citizen of the United States for the purposes of the Code and/or who is subject to taxation under the Code in respect of any Award awarded or granted under this Plan;

" U.S. Person " has the meaning ascribed thereto under Regulation S under the U.S. Securities Act;

" U.S. Securities Act " means the United States Securities Act of 1933 , as amended;

" U.S. Share Unit Outside Expiry Date " is defined in Section 5.1;

" U.S. Taxpayer " means a Participant who is a United States citizen, a United States permanent resident or other Person who is subject to taxation on their income or in respect of Awards under the Code, provided that, for greater certainty, a Participant may be both a Canadian Participant and a U.S. Taxpayer;

" Vesting Date " is defined in Section 5.4; and

" VWAP " means the volume weighted average trading price of the Shares on the Exchange, calculated by dividing the total value by the total volume of the Shares traded for the five trading days immediately preceding the exercise of the subject Option.

1.2 Interpretation

Unless otherwise provided in this Plan, in this Plan:

(a) whenever a provision provides that the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term "discretion" or "authority" means the sole and absolute discretion or authority, as the case may be, of the Board;
(b) the provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions, and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan;
(c) words importing the singular include the plural and vice versa and words importing any gender include any other gender;
(d) the words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation" or similar phrases.
(e) the expressions "Article", "Section" or other subdivision followed by a number mean and refer to the specified Article, Section or other subdivision of this Plan;.
(f) and unless otherwise specified in an Award Agreement, all references to dollar amounts are to Canadian currency, and where any amount is required to be converted to or from a currency other than Canadian currency, such conversion will be based on the exchange rate quoted by the Bank of Canada on the applicable date;

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(g) any date that falls on a date that is not a Business Day shall be deemed to refer to the next succeeding Business Day;
(h) any reference to this Plan or any Award Agreement includes, and is a reference to, this Plan or such other Award Agreement as the same may have been, or may from time to time be, amended, restated, replaced, supplemented or novated, and includes all schedules and exhibits;
(i) any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been, or may from time to time be, amended, re‐enacted or replaced;
(j) any reference in this Agreement to a Person includes such Person’s heirs, administrators, executors, legal representatives, and successors, as the case may be, provided that the legal representatives of a Participant will only include the legal representative of such Participant's estate or will; and
(k) if any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the Expiry Date is counted.

ARTICLE 2

PURPOSE AND ADMINISTRATION OF THIS PLAN; GRANTING OF AWARDS

2.1 Purpose of this Plan

The purpose of this Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as set out in this Plan, for the following purposes:

(a) to increase the interest in the Corporation's welfare of Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;
(b) to provide an incentive to Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;
(c) to reward Eligible Participants for their performance of services while working for the Corporation or a Subsidiary; and
(d) to provide a means through which the Corporation or a Subsidiary may attract and retain Persons to enter its employment or service.

2.2 Implementation and Administration of this Plan

(1) This Plan will be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board. If a committee is appointed for this purpose, all references to the "Board" in this Plan will be deemed references to such committee. Nothing contained in this Plan will prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approvals.

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(2) Subject to Article 8 and any applicable Exchange Rules, the Board may from time to time, as it may deem expedient or appropriate, adopt, amend or rescind the terms of this Plan, including to address any tax or other requirements of any applicable jurisdiction.
(3) Subject to the provisions of this Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operation of this Plan as it may deem necessary or advisable. The interpretation, administration, construction and application of this Plan made by the Board will be final and binding on the Corporation, its Subsidiaries and all Eligible Participants.
(4) No member of the Board nor any Person acting pursuant to authority delegated by the Board under this Plan will be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of this Plan or any Award. Members of the Board, or any Person acting at the direction or on behalf of the Board, will, to the extent permitted by Applicable Law, be fully indemnified and protected by the Corporation with respect to any such action or determination.
(5) This Plan will not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities of the Corporation. For greater clarity, the Corporation will not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or varying or amending its share capital or corporate structure.
(6) To the extent not inconsistent with Applicable Law, the Board may authorize one or more Officers to do one or more of the following with respect to Employees who are not Directors or Officers: (a) designate Employees to be recipients of Awards; (b) determine the number of Shares subject to such Awards to be received by such Employees; and (c) cancel or suspend Awards to such Employees, provided that: (i) any resolution of the Board authorizing such Officer(s) must specify the total number of Shares subject to Awards that such Officer(s) may so award; and (ii) the Board may not authorize any Officer to designate themselves as the recipient of an Award.

2.3 Participation in this Plan

(1) The Corporation makes no representation or warranty as to the future Market Price or with respect to any income tax matters affecting any Participant resulting from the grant, vesting, exercise or settlement of any Award, any transactions in the Shares or otherwise in respect of participation under this Plan. Neither the Corporation nor any of its Directors, Officers, Employees, Shareholders, agents or representatives will be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the grant of Awards, issuance of Shares or settlement of Awards in cash under this Plan, or in any other manner related to this Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant (or any Person with whom the Participant does not deal at arm's length within the meaning of the ITA) under this Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant (or any Person with whom the Participant does not deal at arm's length within the meaning of the ITA) to compensate for a downward fluctuation in the price of the Shares or any shares of a related (within the meaning of the ITA) corporation, nor will any other form of benefit be conferred upon, or in respect of, a Participant (or any Person with whom the Participant does not deal at arm's

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length within the meaning of the ITA) for such purpose. The Corporation and its Subsidiaries do not assume, and will not have any responsibility for, the income or other tax consequences resulting to any Participant in connection with or related to any Award and each Participant is strongly advised to consult their own tax advisors.

(2) Participants (and their legal representatives) will have no legal or equitable right, claim or interest in any specific property or asset of the Corporation or any Subsidiary. No asset of the Corporation or any Subsidiary will be held in any way as collateral security for the fulfillment of the obligations of the Corporation or any Subsidiary under this Plan. Unless otherwise determined by the Board, this Plan will be unfunded. To the extent any Participant or its estate holds any rights by virtue of a grant of an Award, such rights (unless otherwise determined by the Board) will be no greater than the rights of an unsecured creditor of the Corporation.
(3) Unless otherwise determined by the Board, the Corporation will not offer financial assistance to any Participant in regards to the exercise of any Award.

2.4 Shares Subject to this Plan

(1) Subject to adjustment pursuant to Article 8, and as may be approved by the Exchange and the Shareholders from time to time:
(a) the securities that may be acquired by Participants pursuant to Awards will consist of authorized but unissued Shares in an amount not to exceed the percentage set out below at the time of grant, provided that, in the case of Cash‐or‐Share Settled Share Units, SARs and DSUs, the Corporation (or applicable Subsidiary) may, in its sole discretion, elect to settle such Cash‐or‐Share Settled Share Units, SARs or DSUs in cash or in Shares acquired in the open market by a Designated Broker for the benefit of a Participant; and
(b) the number of Shares reserved for issuance, in the aggregate, pursuant to the settlement or exercise of Awards granted under this Plan will be equal to a maximum of 10% of the Issued Shares from time to time, less the number of Shares reserved for issuance pursuant to any other Share Compensation Arrangement (if any).
(2) For the purposes of calculating the number of Shares reserved for issuance under this Plan:
(a) each Option and each Share‐Settled Share Unit will be counted as reserving one Share under this Plan; and
(b) notwithstanding that the settlement of any Cash‐or‐Share Settled Share Unit, DSU or SAR in Shares will be in the sole discretion of the Corporation as provided in this Plan, each Cash‐or‐Share Settled Share Unit, DSU and SAR will be counted as reserving one Share under this Plan.
(3) No Award may be granted if such grant would have the effect of causing the total number of Shares reserved for issuance under this Plan to exceed the maximum number of Shares reserved for issuance under this Plan as set out above in Section 2.4(1)(b).
(4) This Plan is considered to be a “rolling” plan because if (a) an outstanding Award (or portion of such Award) expires or is forfeited, surrendered, cancelled or otherwise terminated for any

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reason without having been exercised or settled; or (b) an outstanding Award (or portion of such Award) is settled in cash, then in each such case the Shares reserved for issuance in respect of such Award (or portion of such Award) will again be available for issuance under this Plan, and the number of Shares reserved for issuance in respect of Awards will increase if the total number of issued and outstanding Shares increases.

2.5 Participation Limits

(1) In no event will this Plan, together with all other previously established and outstanding Share Compensation Arrangements (if any), permit at any time:
(a) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) to exceed 10% of the Issued Shares at any point in time;
(b) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) to exceed 10% of the Issued Shares, calculated as at the date any Award is granted or issued to any Insider; or
(c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under this Plan, any companies that are wholly owned by that Person) to exceed 5% of the Issued Shares, calculated as at the date any Award is granted or issued to the Person,

unless the Corporation has obtained the requisite Disinterested Shareholder Approval.

(2) The maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares, calculated as at the date any Award is granted or issued to the Consultant.
(3) The maximum aggregate number of Shares that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate must not exceed 2% of the Issued Shares, calculated as at the date any Option is granted to any such Investor Relations Service Provider, and such Options will be subject to the vesting requirements set out in Section 3.2(2).
(4) Investor Relations Service Providers may not receive any Awards other than Options. For so long as the Corporation is listed on the TSXV, the Board will, through the establishment of appropriate procedures as determined by the Board in its discretion from time to time, monitor the trading in the securities of the Corporation by all Investor Relations Service Providers. These procedures may include, for example, the establishment of a designated brokerage account through which an Investor Relations Service Provider conducts all trades in the securities of the Corporation or a requirement that Investor Relations Service Providers file reports of their trades with the Board on a basis that is similar to reports required to be filed by reporting insiders under National Instrument 55‐104 – Insider Reporting Requirements and Exemptions .
(5) Upon authorization by the Board of the exercise of an Option on a "cashless exercise" basis pursuant to Section 3.7(3) or "net exercise" basis pursuant to Section 3.7(4), the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the

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Corporation, will be included in calculating the limits set forth in Section 2.4(1)(b) and this Section 2.5. Notwithstanding the forgoing, Shares reserved for issuance pursuant to an Award that has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised or settled, and pursuant to which no securities have been issued, will continue to be issuable under this Plan.

2.6 Granting of Awards

Each Award will be subject to the requirement that, if at any time, counsel to the Corporation determines that the listing, registration or qualification of the Shares subject to such Award upon any Exchange or under any Applicable Law, or the consent or approval of any Exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant, exercise or settlement of such Award, or the issuance or purchase of Shares under such Award, such Award may not be granted, exercised or settled, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained on conditions acceptable to the Board. Nothing in this Plan will be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

ARTICLE 3 OPTIONS

3.1 Nature of Options

An Option is a stock option granted by the Corporation to a Participant, with each Option entitling such Participant to acquire one Share from treasury subject to the provisions of this Plan. For greater certainty, the Corporation is obligated to issue and deliver a Share on the due exercise of an Option and will have no independent discretion to settle any Option in cash or other property. For the avoidance of doubt, no Dividend Equivalents will be granted in connection with any Option.

3.2 Option Awards

(1) Subject to the provisions of this Plan and any Shareholder or other approval which may be required, the Board may from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive Options; (b) fix the number of Options, if any, to be granted to each Eligible Participant and the date(s) on which such Options will be granted (which will not be prior to the date of the resolution of the Board); (c) subject to Section 3.3, determine the price per Share to be payable upon the exercise of each Option (the " Option Price "); (d) determine the relevant vesting provisions (including Performance Criteria, if applicable) of each Option; and (e) determine the date until which each Option may be exercised, in each case subject to the terms and conditions of this Plan, any applicable Option Agreement and the Exchange Rules. For Options granted to Employees, Management Company Employees and Consultants, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Management Company Employee or Consultant, as the case may be.
(2) Each Option will vest in accordance with the terms of the Option Agreement entered into in respect of such Option. Notwithstanding the foregoing, Options granted to Investor Relations Service Providers must vest in stages over a period of not less than 12 months, with no more than one‐quarter of such Options vesting in any three‐month period, and with the first such vesting date to occur no sooner than three months after the applicable Grant Date. No acceleration of

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the vesting provisions of Options granted to Investor Relations Service Providers is allowed without the prior acceptance of the TSXV.

3.3 Option Agreements

(1) Each grant of an Option will be evidenced by an Option Agreement in substantially the form attached as Exhibit "A" or such other form as the Board may determine in its discretion from time to time. Each Option Agreement will be subject to all applicable terms and conditions of this Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with this Plan. No Option Agreements entered into pursuant to this Plan must be identical.
(2) Each Option Agreement will contain such terms as may be considered necessary by the Board in order that the Options referenced in such Option Agreement will comply with any provisions respecting options in the income tax laws (including, in respect of Canadian Employee Participants, such terms and conditions so as to ensure that the Option will be continuously governed by Section 7 of the ITA) or other Applicable Laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen, or provide services in, or the rules of any regulatory body having jurisdiction over the Corporation.
(3) To the extent any Options granted to a Participant are options for "non‐qualified securities" under the ITA, notification of such Options will be included in the applicable Option Agreement and the Corporation shall make all other necessary notifications or designations required to be made the Corporation under the ITA.[1 ]

3.4 Option Price

Each Option Price will be determined and approved by the Board when the applicable Option is granted, and will not be less than the Market Price as of the Grant Date, less any discount permitted by the Exchange. A minimum exercise price cannot be established unless the Options are allocated to particular Participants.

3.5 Option Term

The Board will determine, at the time of granting a particular Option, the period during which such Option is exercisable, which will not be more than 10 years after the Grant Date and which may be shortened in accordance with this Plan and the applicable Option Agreement. Unless otherwise determined by the Board, all unexercised Options will be automatically cancelled, without any compensation to the Participant, on the Expiry Date of such Options. Notwithstanding the foregoing, if the Expiry Date falls within a Blackout Period, the Expiry Date will be the date that is 10 Business Days after the Blackout Expiry Date and may not be further extended by the Board.

1 Note: Canadian legislation effective June 30, 2021 imposes a $200,000 annual vesting limit per employee (based on the fair market value of the shares underlying the option on the date of grant) that can qualify for the 50% deduction under Canadian tax rules. Any grants having a value in excess of that would be "non‐qualified securities".

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3.6 Exercise of Options

Prior to its expiration or earlier termination in accordance with this Plan, each Option will be exercisable at such time(s) and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board, at the time of granting such Option, may determine in its sole discretion. For greater certainty, any exercise of Options by a Participant must be in compliance with the Corporation's insider trading policy.

3.7 Method of Exercise and Payment of Purchase Price

(1) Subject to the provisions of this Plan, including Sections 3.7(3) and 3.7(4), each Option will be exercisable by the Participant (or its legal representative) delivering a fully completed Exercise Notice (a form of which is attached to Exhibit "A") to the Corporation at its head office, addressed to the attention of the Chief Financial Officer of the Corporation (or any individual that the Chief Financial Officer may from time to time designate) or by giving notice in such other manner as the Corporation may from time to time designate, which notice will specify the number of Options being exercised and will be accompanied by payment, in full, of (a) the Option Price multiplied by the number of Options specified in such Exercise Notice, and (b) such amount in respect of Applicable Withholding Taxes and other applicable source deductions pursuant to Section 9.2. Such payment will be in the form of certified cheque, bank draft, wire transfer or any other form of payment deemed acceptable by the Chief Financial Officer of the Corporation (or any individual that the Chief Financial Officer may from time to time designate).
(2) No later than 10 Business Days after the exercise of an Option and receipt of all payments required to be made by the Participant to the Corporation in connection with such exercise, the Corporation will cause the transfer agent and registrar of the Shares to:
(a) deliver to the Participant (or its legal representative) a certificate in the name of the Participant representing the aggregate number of Shares that the Participant (or its legal representative) has paid for and as are specified in the applicable Exercise Notice; or
(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares that the Participant (or its legal representative) has paid for and as are specified in such Exercise Notice, which Shares will be evidenced by a book position on the register of the Shareholders maintained by the transfer agent and registrar of the Shares.
(3) The Board may, on terms established by it in its sole discretion and in accordance with Exchange policies (including, if the Corporation is listed on the TSXV, Section 4.8(d)(i) of TSXV Policy 4.4), permit an Option to be exercised by way of a "cashless exercise" basis.
(4) The Board may, in its sole discretion and in accordance with Exchange policies (including, if the Corporation is listed on the TSXV, Section 4.8(d)(ii) of TSXV Policy 4.4), permit Options held by a Participant who is not an Investor Relations Service Provider to be exercised on a "net exercise" basis such that the Participant receives only the number of Shares underlying such Options that is equal to the quotient obtained by dividing:
- (A) the product of the number of Options being exercised multiplied by the difference between the VWAP and the Option Price of such Options;

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by

(B) the VWAP.
(5) Where the Board permits a cashless exercise of Options as provided in Section 3.7(3) or a net exercise of Options as provided in Section 3.7(4), the Corporation shall, where the holder of the Option would otherwise be entitled to a deduction under paragraph 110(1)(d) of the ITA in respect of the ordinary exercise of the Option, it shall make the requisite elections under subsection 110(1.1) of the ITA to agree not to claim a corporate level deduction in respect of such Option.
(6) No fractional Shares will be issued upon the exercise of Options. If a Participant would become entitled to a fractional Share upon the exercise of an Option, or from an adjustment pursuant to Section 8.1, such Participant will only have the right to acquire the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

ARTICLE 4 SHARE APPRECIATION RIGHTS

4.1 Nature of SARs

A SAR is an Award granted to a Participant for future services to be rendered that, upon settlement, entitles such Participant to receive cash and/or Shares, as determined by the Corporation in its sole discretion, equal to the Appreciation Value of such SAR.

4.2 SAR Awards

(1) Subject to the provisions of this Plan, including Section 4.2(6), the terms of any applicable SAR Agreement, and any Shareholder or regulatory approval which may be required, the Board may, from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive SARs; (b) fix the number of SARs, if any, to be granted to each Eligible Participant and the date(s) on which such SARs will be granted; (c) determine whether, on settlement of an SAR, a Participant will be entitled to a payment of cash or Shares (or a combination); (d) determine the Base Value of the SARs; and (e) determine the relevant conditions and vesting provisions of each SAR; provided that no such condition or restriction will cause the SAR to constitute a "salary deferral arrangement" within the meaning of Section 248(1) of the ITA. For SARs granted to Employees, Management Company Employees and Consultants, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Management Company Employee or Consultant, as the case may be.
(2) Subject to the vesting and other conditions and provisions in this Plan and any applicable SAR Agreement, each SAR awarded to a Participant will entitle such Participant to receive, on settlement, a cash payment and/or Shares, as determined by the Board in its sole discretion, equal to the Appreciation Value of such SAR. For greater certainty, such Appreciation Value shall be based solely on the increase in the fair market value of the Shares and thus is not guaranteed.
(3) All SARs shall have a nil value as of the Grant Date.

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(4) The Base Value for each SAR (the " Base Value ") will be determined by the Board and specified in the SAR Agreement. The Base Value of a SAR will not be less than the Market Price on the Grant Date.
(5) Each SAR will vest in accordance with the terms of the SAR Agreement entered into in respect of such SAR, provided that no SAR will vest before one year after the Grant Date.
(6) Notwithstanding any other provision of this Article 4, it is intended that SARs granted to Canadian Employee Participants will be excluded from the definition of "salary deferral arrangement" as defined in Section 248(1) of the ITA, and all SARs shall have such terms and conditions, including as to vesting and settlement, as may be necessary or desirable to ensure such treatment. For greater certainty, each SAR will be granted solely in respect of the future service of the Participant and will not be in respect of prior services of such Participant. The Board may only grant a SAR to a Participant so long as none of the main purposes of such grant is to provide the Participant with a payment that is in lieu of salary or wages for services rendered by such Participant in a previous calendar year.

4.3 SAR Award Agreements

(1) Each grant of a SAR will be evidenced by a SAR Agreement in substantially the form attached as Exhibit B or such other form as the Board may determine in its discretion from time to time. Each SAR Agreement will be subject to all applicable terms and conditions of this Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with this Plan. No SAR Agreements entered into pursuant to this Plan must be identical.
(2) Each SAR Agreement will contain such terms as the Corporation considers necessary in order that the SARs referenced in such SAR Agreement will comply with any provisions respecting share appreciation rights in the income tax laws or other Applicable Laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen, or provide services in, or the rules of any regulatory body having jurisdiction over the Corporation.
(3) Subject to the terms of this Plan and the Exchange Rules, SARs may not be granted with a Base Value that is less than 100% of the Market Price on the Grant Date. For greater certainty, if the Canada Revenue Agency, IRS or any other taxing authority determines that a SAR was granted with a Base Value that was less than the Market Price on the Grant Date, the holder of such SAR will be solely responsible for all taxes, interest, penalties and other costs related to such a determination. At the time of grant of a SAR to a U.S. Taxpayer, the Board will specify in the SAR Agreement evidencing such SAR the date or dates on which the SAR will become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including vesting based upon the U.S. Taxpayer's duration of service to the Corporation or any Affiliate, Performance Criteria, or individual performance or other specific criteria, in each case on such specified date(s) or over such period(s), as determined by the Board, provided that no SAR will vest before one year after the Grant Date. At any time after the grant of a SAR, the Board may accelerate the period during which such SAR vests, provided that no SAR will vest before one year after the Grant Date.

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4.4 SAR Term

Each SAR shall expire on the earlier of: (a) December 15th of the calendar year in which such Performance Criteria and/or other vesting conditions applicable to such SAR as determined by the Board at the time of grant of the SAR are achieved; and (b) the fifth anniversary of the date such SAR was granted.

4.5 Settlement of SARs

Each SAR will be settled and automatically paid out by the Corporation, in cash, Shares or a combination of both, at such time within the same year of the achievement of such Performance Criteria and/or other vesting conditions applicable to such SAR as determined by the Board at the time of grant of the SAR, as may be determined by the Board in its sole discretion, provided that such settlement shall be completed by December 15 of the calendar year in which all applicable vesting conditions are achieved. For greater certainty, any settlement of SARs must be made in compliance with the Corporation's insider trading policy.

4.6 Method of Settlement

(1) Subject to the provisions of this Plan, each SAR will be settled by the Corporation at such time in the year the applicable vesting conditions are satisfied as provided in Section 4.2(5) as may be determined by the Board in its sole discretion.
(2) On settlement of a SAR, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions pursuant to Section 9.2, the Corporation will:
(a) if the Corporation has determined in its sole discretion to pay the Appreciation Value in whole or in part in Shares, cause the transfer agent and registrar of the Shares either to
- (i) deliver to the Participant (or its legal representative) a certificate in the name of the Participant (or its legal representative) representing the aggregate number of Shares that the Participant (or its legal representative) is entitled to, or
- (ii) in the case of Shares issued in uncertificated form, issue to the Participant (or its legal representative) the aggregate number of Shares that the Participant (or its legal representative) is entitled to, which Shares will be evidenced by a book position on the register of the Shareholders maintained by the transfer agent and registrar of the Shares,

and any fractional Share will be settled in cash; and

(b) if the Corporation has determined in its sole discretion to pay the Appreciation Value in whole or in part in cash, pay such amount to the Participant by cheque, wire transfer or such other payment method as the Corporation and the Participant may agree.
(3) If the Board elects to pay the Appreciation Value in Shares, those Shares may be authorized and unissued Shares issued from the Corporation's treasury or outstanding Shares acquired on the open market through the facilities of an independent broker or a combination thereof. If the Shares are to be acquired on the open market through the facilities of an independent broker, the Corporation will contribute to the Designated Broker an amount of cash sufficient, together with

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any reasonable brokerage fees or commission fees related thereto, to purchase the whole number of Shares required and the Designated Broker will, as soon as practicable thereafter, purchase those Shares, on behalf of such Participant, on the Exchange.

ARTICLE 5 RESTRICTED AND PERFORMANCE SHARE UNITS

5.1 Nature of Share Units

A Share Unit is an Award granted to a Participant as a bonus for services rendered in the year of grant. At the time of grant, the Corporation shall designate whether the Share Unit is a Cash‐or‐Share Settled Share Unit or a Share‐Settled Share Unit.

A " Cash‐or‐Share Settled Share Unit " is a Share Unit granted by the Corporation to a Participant, with each such Share Unit entitling the Participant, upon vesting and settlement, to, unless such Share Unit expires prior to being settled, receive a cash payment equal to the Market Price or, in the sole discretion of the Corporation, one Share, subject to customary adjustments as provided in this Plan and such restrictions and conditions on vesting as the Board may determine at the time of grant.

A " Share‐Settled Share Unit " is a Share Unit granted by the Corporation to a Participant, with each such Share Unit entitling the Participant, upon vesting and settlement, to acquire, unless such Share Unit expires prior to being settled, one Share from treasury, subject to customary adjustments as provided in this Plan and such restrictions and conditions on vesting as the Board may determine at the time of grant. For greater certainty, the Corporation is obligated to issue and deliver a Share on the due settlement of a Share‐Settled Share Unit and will have no independent discretion to settle any Share‐Settled Share Unit in cash or other property.

Subject to the provisions of this Plan, restrictions and conditions on vesting of any Share Unit may, without limitation, be based on the passage of time during continued employment or other service relationship (sometimes referred to as a " Restricted Share Unit "), the achievement of specified Performance Criteria (sometimes referred to as a " Performance Share Unit "), or both.

Unless otherwise provided in the applicable Share Unit Agreement or the Exchange Rules, it is intended that Share Units awarded to U.S. Taxpayers will be exempt from Code Section 409A under U.S. Treasury Regulation Section 1.409A‐1(b)(4) and, accordingly, such Share Units will be settled/redeemed by March 15[th] of the year following the year in which such Share Units are not, or are no longer, subject to a substantial risk of forfeiture (as such term is interpreted under Code Section 409A). For greater certainty, upon the satisfaction or waiver, or deemed satisfaction, of all Performance Criteria and other vesting conditions, the Share Units of U.S. Taxpayers will no longer be subject to a substantial risk of forfeiture, and, subject to the terms of this Plan and the Exchange Rules, will be settled/redeemed by March 15[th] of the following year (the " U.S. Share Unit Outside Expiry Date ").

It is intended that Cash‐or‐Share Settled Share Units granted to Canadian Employee Participants will be excluded from the definition of "salary deferral arrangement" as defined in Section 248(1) of the ITA, by reason of the exemption in paragraph (k) thereof, and all Cash‐or‐Share Settled Share Units shall have such terms and conditions, including as to vesting and settlement, as may be necessary or desirable to ensure such treatment. For greater certainty, all Cash‐or‐Share Settled Share Units shall be granted as a bonus for services rendered by the Participant in the year of grant and will be in addition to, and not in

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substitution for or in lieu of, ordinary salary and wages received or receivable by any Canadian Participant in respect of their services to the Corporation or a Subsidiary, as applicable.

It is intended that Share‐Settled Share Units granted to Canadian Employee Participants will be continuously governed by Section 7 of the ITA and all Share‐Settled Share Units shall have such terms and conditions, including as to vesting and settlement, as may be necessary or desirable to ensure such treatment.

5.2 Share Unit Awards

(1) Subject to the provisions of this Plan and any Shareholder or regulatory approval which may be required, the Board may, from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive Share Units; (b) fix the number of Share Units, if any, to be granted to each Eligible Participant and the date(s) on which such Share Units will be granted; (c) determine the relevant conditions, vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of each Share Unit; and (d) determine any other terms and conditions applicable to each Share Unit, which need not be identical and which may include non‐competition provisions, in each case subject to the terms and conditions of this Plan, any applicable Share Unit Agreement, and the Exchange Rules. For Share Units granted to Employees, Management Company Employees and Consultants, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Management Company Employee or Consultant, as the case may be.
(2) Notwithstanding the Board’s discretion in Section 5.2(1), in respect of any Share‐Settled Share Unit, a Participant may elect, irrevocably and in advance prior to the Vesting Date for such Share‐ Settled Share Unit, to defer the receipt of all or any part of their entitlement to Shares upon settlement of such Share‐Settled Share Unit until a Share Unit Deferred Payment Date. Participants who elect to set a Share Unit Deferred Payment Date must give the Corporation written notice of one or more Share Unit Deferred Payment Dates not later than 30 days prior to the Vesting Date for the underlying Share‐Settled Share Units. Once such a Share Unit Deferred Payment Date is designated, such designation is irrevocable and cannot be changed. For greater certainty, this Section 5.2(2) shall not apply in respect of Cash‐or‐Share Settled Share Units.
(3) Each Share Unit will vest in accordance with the terms of the Share Unit Agreement entered into in respect of such Share Unit, provided that no Share Unit will vest before one year after the Grant Date.

5.3 Share Unit Agreements

(1) Each grant of a Share Unit will be evidenced by a Share Unit Agreement in substantially the form attached as Exhibit "C" or such other form as the Board may determine in its discretion from time to time. Each Share Unit Agreement will be subject to all applicable terms and conditions of this Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with this Plan. No Share Unit Agreements entered into pursuant to this Plan must be identical.
(2) Each Share Unit Agreement will contain such terms as the Corporation considers necessary in order that the Share Units referenced in such Share Unit Agreement granted to U.S. Taxpayers

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will comply with Code Section 409A and the Share Units will comply with any provisions respecting restricted share units in the income tax laws (including, in respect of Canadian Participants, such terms and conditions so as to ensure that the Share Units will not constitute a "salary deferral arrangement" as defined in Section 248(1) of the ITA, by reason of, in respect of Cash‐or‐Share Settled Share Units, the exemption in paragraph (k) thereof or, in respect of Share‐Settled Share Units, the applicability of Section 7 of the ITA thereto) or other Applicable Laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen, or provide services in, or the rules of any regulatory body having jurisdiction over the Corporation.

5.4 Vesting of Share Units

The Board will have sole discretion to: (a) determine if any vesting conditions with respect to a Share Unit, including any Performance Criteria or other vesting conditions contained in the applicable Share Unit Agreement, have been met; (b) waive any vesting conditions applicable to a Share Unit (or deem them to be satisfied); and (c) extend the Restriction Period with respect to any Share Unit, provided that: (i) any such extension will not result in the Restriction Period for a Cash‐or‐Share‐Settled Share Unit extending beyond the Share Unit Outside Expiry Date, and (ii) with respect to any grant of Share Units to a U.S. Taxpayer, such extension constitutes a substantial risk of forfeiture and such Share Units will continue to be exempt from (or otherwise comply with) Code Section 409A. The Corporation will communicate to a Participant, as soon as reasonably practicable, the date on which all applicable vesting conditions in respect of a Share Unit held by such Participant have been satisfied, waived or deemed satisfied and such Share Unit has vested (the " Vesting Date "). Notwithstanding the foregoing, Participants may elect to defer the receipt of all or any part of their entitlement to Shares pursuant to the settlement of Share‐ Settled Share Units until a Share Unit Deferred Payment Date under Section 5.2(2).

5.5 Blackout Periods

Subject in all respects to Section 5.6(5), in the event a Vesting Date or Share Unit Deferred Payment Date, if applicable, occurs during a Blackout Period, such Vesting Date or Share Unit Deferred Payment Date shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the Blackout Expiry Date, such tenth Business Day to be considered the Vesting Date or Share Unit Deferred Payment Date for such Share Unit for all purposes under the Plan. Subject in all respects to Section 5.6(5), if a Participant's employment or service relationship with the Corporation is terminated pursuant to Section 7.3(1) or Section 7.3(2) during such extension, the Share Units shall be extended and the Participant will remain entitled to such distribution or payment. For greater certainty, in no case shall any extension contemplated by this Section 5.5 extend beyond the Share Unit Outside Expiry Date for Cash‐or‐Share Settled Share Units.

5.6 Redemption / Settlement of Share Units

(1) Subject to the provisions of this Section 5.5 and Section 5.7, and to the elective mechanism in Section 5.2(2) for Share‐Settled Share Units, a Participant's vested Share Units will be redeemed on the date (the " Redemption Date ") that is the earliest of: (a) the 15[th] day following the applicable Vesting Date for such Share Units (or, if such day is not a Business Day, on the immediately following Business Day); (b) the Share Unit Outside Expiry Date; and (c) in the case of a Participant who is a U.S. Taxpayer, the U.S. Share Unit Outside Expiry Date.
(2) All Share‐Settled Share Units shall be redeemed by the Corporation issuing, on the Redemption Date, Shares from treasury to the Participant (or its legal representative).

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(3) All Cash‐or‐Share Settled Share Units will be settled by the Corporation (or any Subsidiary that is party to an Employment Agreement or Consulting Agreement with such Participant), in the Corporation's sole discretion, on the Redemption Date either: (a) by a cash payment to the Participant (or its legal representative); (b) by the issuance of Shares from treasury to the Participant (or its legal representative); (c) by paying all or a portion of the cash payment obligation to the Designated Broker, who will use the funds received to purchase Shares in the open market, which Shares will be registered in the name of the Designated Broker in a separate account for the Participant's benefit; or (d) by a combination of any of the foregoing.
(4) The settlement of a Participant's vested Share Units will occur on the applicable Redemption Date as follows:
(a) in respect of all Share‐Settled Share Units and any Cash‐or‐Share Settled Units which the Corporation has elected to settle in Shares issued from treasury, the Corporation shall cause the transfer agent and registrar of the Shares either to:
- (i) deliver to the Participant (or its legal representative) a certificate in the name of the Participant (or its legal representative) representing the aggregate number of Shares that the Participant (or its legal representative) is entitled to, as determined in accordance with Section 5.7, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, or
- (ii) in the case of Shares issued in uncertificated form, issue to the Participant (or its legal representative) the aggregate number of Shares that the Participant (or its legal representative) is entitled to, as determined in accordance with Section 5.7, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, which Shares will be evidenced by a book position on the register of the Shareholders maintained by the transfer agent and registrar of the Shares;
(b) in respect of Cash‐or‐Share Settled Share Units, if the Corporation has elected to settle all or a portion of such Share Units in Shares purchased in the open market, by delivery by the Corporation or such Subsidiary to the Designated Broker of readily available funds in an amount equal to the Market Price as of the Redemption Date multiplied by the number of Share Units to be settled in Shares purchased in the open market, less the amount of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, along with directions instructing the Designated Broker to use such funds to purchase Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;
(c) in respect of Cash‐or‐Share Settled Share Units, any cash payment to which the Participant is entitled, as determined in accordance with Section 5.7 (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's Share Units that the Corporation has elected to settle in Shares), will, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, be paid to the Participant (or its legal representative) by the Corporation (or any Subsidiary that is party to an Employment Agreement or Consulting Agreement with such

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Participant) by cheque, wire transfer or such other payment method as the Corporation may determine; and

(d) in respect of Cash‐or‐Share Settled Share Units, if the Corporation has elected to settle a portion, but not all, of such Share Units in Shares, the Participant will be deemed to have instructed the Corporation (or Subsidiary that is party to an Employment Agreement or Consulting Agreement with such Participant) to withhold from the cash portion of the payment to which the Participant is otherwise entitled, such amount as may be required in accordance with Section 9.2, and the Corporation or such Subsidiary, as applicable, will deliver any remaining cash payable to the Participant (or its legal representative) as soon as reasonably practicable. If the cash portion payable to settle such Share Units in the foregoing circumstances is not sufficient to satisfy the withholding obligations of the Corporation or such Subsidiary pursuant to Section 9.2 with respect to all of the Cash‐or‐ Share Settled Share Units to be settled, the Corporation or such Subsidiary, as applicable, will be entitled to satisfy any remaining withholding obligation by any other mechanism as may be required or determined by the Corporation in its sole discretion.
(5) Notwithstanding any other provision in this Article 5, no payment, whether in cash or in Shares, will be made in respect of the settlement of any Cash‐or‐Share Settled Share Unit later than December 15[th] of the third calendar year following the end of the calendar year in respect of which such Share Unit is granted (the " Share Unit Outside Expiry Date ").

5.7 Determination of Amounts

(1) The cash payment obligation arising in respect of the redemption and settlement of a vested Cash‐ or‐Share Settled Share Unit pursuant to Section 5.5 will be equal to the Market Price as of the applicable Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or its legal representative) in respect of a particular redemption of the Participant's vested Cash‐or‐Share Settled Share Units will, subject to any adjustment in accordance with Section 8.1 and any withholding required pursuant to Section 9.2, be equal to the Market Price as of the Redemption Date multiplied by the number of vested Cash‐or‐Share Settled Share Units in the Participant's Account at the commencement of the Redemption Date (after deducting any such vested Cash‐or‐Share Settled Share Units in the Participant's Account in respect of which the Corporation (or applicable Subsidiary) makes an election under Section 5.6(2) to settle such vested Cash‐or‐Share Settled Share Units in Shares).
(2) If the Corporation (or applicable Subsidiary) elects in accordance with Section 5.6(2) to settle all or a portion of a Participant's vested Cash‐or‐Share Settled Share Units or Share Settled Units by the issuance of Shares, the Corporation will, subject to any adjustments in accordance with Section 8.1 and any withholding required pursuant to Section 9.2, issue to the Participant (or its legal representative), for each such vested Share Unit which the Corporation (or applicable Subsidiary) elects to settle in Shares, one Share. Where, as a result of any adjustment in accordance with Section 8.1 and/or any withholding required pursuant to Section 9.2, the aggregate number of Shares to be received by a Participant upon an election by the Corporation (or applicable Subsidiary) to settle all or a portion of such vested Share Units in Shares includes a fractional Share, the aggregate number of Shares to be received by the Participant will be rounded down to the nearest whole number of Shares.

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5.8 Award of Dividend Equivalents

(1) Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded as a bonus for services rendered in the year in respect of unvested Share Units in a Participant's Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a Shareholder of record on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional Share Units, the number of which will be equal to a fraction where the numerator is the product of: (a) the number of Share Units in such Participant's Account on the date that dividends are paid multiplied by (b) the dividend paid per Share, and the denominator of which is the Market Price calculated as of the date that dividends are paid. Any additional Share Units credited to a Participant's Account as a Dividend Equivalent will be subject to the same terms and conditions (including vesting, settlement, Restriction Periods and expiry) as the Share Units in respect of which such additional Share Units are credited, and shall be counted towards the participation limits set in Section 2.5.
(2) If any Dividend Equivalent awarded under Section 5.8 cannot be credited to a Participant's Account in additional Share Units because (i) there is an insufficient number of Shares reserved for issuance under the Plan to provide for such Dividend Equivalent, or (ii) crediting the Participant with the Dividend Equivalent would cause the Company to exceed the limitations set out in Section 2.5, then the cash amount of such dividend shall, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 9.2, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Corporation or Subsidiary of which the Participant is a director, executive officer, employee or Consultant, in cash, by cheque or by such other payment method as the Corporation and Participant may agree; provided that such Dividend Equivalent may be accrued in cash but shall not be paid until the Participant's applicable Share Units have vested.
(3) In the event that a Participant's Share Units do not vest, all Dividend Equivalents, if any, associated with such Share Units will be forfeited by the Participant.

ARTICLE 6 DEFERRED SHARE UNITS

6.1 Nature of DSUs

A DSU is an Award granted to a Participant in a phantom award that, upon settlement, entitles such Participant to receive cash or acquire Shares, as determined by the Board in its sole discretion, subject to such restrictions and conditions on vesting as the Board may determine at the time of grant and unless such DSU expires prior to being settled.

It is intended that DSUs granted to Canadian Employee Participants will be excluded from the definition of "salary deferral arrangement" as defined in Section 248(1) of the ITA, by reason of the exemption in paragraph (l) thereof and Regulation 6801(d) of the ITA Regulations, and all DSUs shall have such terms and conditions, including as to vesting and settlement, as may be necessary or desirable to ensure such treatment.

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6.2 Market Fluctuation

The aggregate of all amounts which may be received in respect of a DSU will depend, at all times, on the fair market value of shares of the capital stock of the Corporation or of a corporation related (within the meaning of the ITA) thereto at a time that is within the period that commences one year prior to the Participant's Termination Date and ends at the time the amount is received. For greater certainty, no Participant, nor any Person who does not deal at arm's length, within the meaning of the ITA, with such Participant, shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted, under this Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant, for the purpose of reducing the impact, in whole or in part, of any reduction in the fair market value of the Shares or the shares of any corporation related, within the meaning of the ITA, to the Corporation.

6.3 DSU Awards

(1) Subject to the provisions of this Plan, any Shareholder or regulatory approval which may be required, and the requirements of Section 6801(d) of the ITA Regulations and Code Section 409A, the Board may, from time to time, in its sole discretion: (a) designate the Eligible Participants who may receive DSUs; (b) fix the number of DSUs, if any, to be granted to each Eligible Participant and the date(s) on which such DSUs will be granted; and (c) determine the relevant conditions and vesting provisions for such DSUs, in each case subject to the terms and conditions of this Plan, any applicable DSU Agreement, and the Exchange Rules. For DSUs granted to Employees, Management Company Employees and Consultants, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Management Company Employee or Consultant, as the case may be.
(2) Each DSU will vest in accordance with the terms of the DSU Agreement entered into in respect of such DSU, provided that no DSU will vest before one year after the Grant Date.
(3) Subject to the vesting and other conditions and provisions in this Plan and any applicable DSU Agreement, each DSU will entitle the Participant to receive, on settlement, a cash payment equal to the Market Price or, in the sole discretion of the Board, one Share, or any combination of cash and Shares as the Corporation in its sole discretion may determine. For greater certainty, no Participant will have any right to demand to be paid in, or receive, Shares in respect of any DSU, and, notwithstanding any discretion exercised by the Corporation to settle any DSU, or portion thereof, in the form of Shares, the Corporation reserves the right to change such form of payment at any time until payment is actually made.

6.4 DSU Agreements

(1) Each grant of a DSU will be evidenced by a DSU Agreement in substantially the form attached as Exhibit "D" or such other form as the Board may determine in its discretion from time to time. Each DSU Agreement will be subject to all applicable terms and conditions of this Plan and any other terms and conditions (including any recoupment, reimbursement or claw‐back compensation policy as may be adopted by the Board from time to time) as the Board may deem appropriate, provided that they are not inconsistent with this Plan. No DSU Agreements entered into pursuant to this Plan must be identical.

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(2) Each DSU Agreement will contain such terms as the Corporation considers necessary in order that the DSUs granted to U.S. Taxpayers will comply with Code Section 409A and the DSUs will comply with any provisions respecting deferred share units in the income tax laws (including, in respect of Canadian Employee Participants, such terms and conditions so as to ensure that the DSUs will not constitute a "salary deferral arrangement" as defined in Section 248(1) of the ITA by reason of the exemption in Section 6801(d) of the ITA Regulations) or other Applicable Laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen, or provide services in, or the rules of any regulatory body having jurisdiction over the Corporation.
6.5 Redemption / Settlement of DSUs
(1) Except as otherwise provided in this Plan, (i) DSUs of a Participant who is a U.S. Taxpayer will be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant's Separation from Service, and (ii) DSUs of a Participant who is a Canadian Participant (or who is neither a U.S. Taxpayer nor a Canadian Participant) will be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant's Termination Date, but in any event not later than, and any payment (whether in cash or in Shares) in respect of the settlement of such DSUs will be made no later than, December 15[th] of the first calendar year commencing immediately after the Participant's Termination Date. Notwithstanding the foregoing, if a payment in settlement of DSUs of a Participant who is both a U.S. Taxpayer and a Canadian Participant:
(a) is required as a result of their Separation from Service in accordance with clause (1 ) above, but such payment would result in such DSUs failing to satisfy the requirements of Section 6801(d) of the ITA Regulations, and the Board determines that it is not practical to make such payment in some other manner or at some other time that complies with both Code Section 409A and Section 6801(d) of the ITA Regulations, then such payment will be made to a trustee to be held in trust for the benefit of the Participant in a manner that causes the payment to be included in the Participant's income under the Code but does not contravene the requirements of Section 6801(d) of the ITA Regulations, and the amount will thereafter be paid out of trust at such time and in such manner as complies with the requirements of Section 6801(d) of the ITA Regulations; or
(b) is required pursuant to clause (ii) above, but such payment would result in such DSUs failing to satisfy the requirements of Code Section 409A because the Participant has not experienced a Separation from Service, and if the Board determines that it is not practical to make such payment in some other manner or at some other time that satisfies the requirements of both Code Section 409A and Section 6801(d) of the ITA Regulations, then the Participant will forfeit such DSUs without compensation for such DSUs.
(2) The Corporation will have, in its sole discretion, the ability to elect to settle all or any portion of the cash payment obligation arising in respect of the redemption and settlement of a Participant's DSUs either: (a) by the issuance of Shares to the Participant (or its legal representative) on the DSU Redemption Date, or (b) by paying all or a portion of such cash payment obligation to the Designated Broker, who will use the funds received to purchase Shares in the open market, which Shares will be registered in the name of the Designated Broker in a separate account for the Participant's benefit.

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(3) For greater certainty, the Corporation will not pay any cash or issue or deliver any Shares to a Participant in satisfaction of the redemption of such Participant's DSUs prior to the Corporation being satisfied, in its sole discretion, that all Applicable Withholding Taxes and other applicable source deductions under Section 9.2 will be timely withheld or received and remitted to the appropriate taxation authorities in respect of such DSUs.
(4) The redemption and settlement of a Participant's vested DSUs will occur on the applicable DSU Redemption Date as follows:
(a) if the Corporation has elected to settle all or a portion of such DSUs in Shares issued from treasury, cause the transfer agent and registrar of the Shares :
- (i) deliver to the Participant (or its legal representative) a certificate in the name of the Participant (or its legal representative) representing the aggregate number of Shares that the Participant (or its legal representative) is entitled to, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions in accordance with Section 9.2, or
- (ii) in the case of Shares issued in uncertificated form, issue to the Participant (or its legal representative) the aggregate number of Shares that the Participant (or its legal representative) is entitled to, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, which Shares will be evidenced by a book position on the register of the Shareholders to be maintained by the transfer agent and registrar of the Shares;
(b) if the Corporation has elected to settle all or a portion of such DSUs in Shares purchased in the open market, by delivery by the Corporation to the Designated Broker of readily available funds in an amount equal to the Market Price as of the applicable DSU Redemption Date multiplied by the number of DSUs to be settled in Shares purchased in the open market, less the amount of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, along with directions instructing the Designated Broker to use such funds to purchase Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;
(c) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of such DSUs that the Corporation has elected to settle in Shares) will, subject to satisfaction of any Applicable Withholding Taxes and other applicable source deductions under Section 9.2, be paid to the Participant (or its legal representative) by the Corporation in cash, by cheque, wire transfer or such other payment method as the Corporation and the Participant may agree; and
(d) if the Corporation has elected to settle a portion, but not all, of such DSUs in Shares, the Participant will be deemed to have instructed the Corporation to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 9.2, and to remit such withheld amount to the applicable taxation authorities on account of any withholding tax obligations, and the Corporation will deliver any remaining cash payable, after making any such remittance, to the Participant (or its legal representative) as soon as reasonably practicable. If the

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cash portion elected by the Corporation to settle such DSUs is not sufficient to satisfy the withholding obligations of the Corporation pursuant to Section 9.2, any remaining amounts will be satisfied by the Corporation by any other mechanism as may be required or determined by the Corporation in its sole discretion.

6.6 Determination of Amounts

(1) The cash payment obligation arising in respect of the redemption and settlement of a vested DSU pursuant to Section 6.5 will be equal to the Market Price as of the applicable DSU Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or its legal representative) in respect of a particular redemption of the Participant's DSUs will, subject to any adjustment in accordance with Section 8.1 and any withholding required pursuant to Section 9.2, be equal to the Market Price as of the DSU Redemption Date multiplied by the number of DSUs being redeemed (after deducting any such DSUs in respect of which the Corporation makes an election under Section 6.5(2) to settle such DSUs in Shares).
(2) If the Corporation elects in accordance with Section 6.5(2) to settle all or a portion of the cash payment obligation arising in respect of the redemption of a Participant's DSUs by the issuance of Shares, the Corporation will, subject to any adjustments in accordance with Section 8.1 and any withholding required pursuant to Section 9.2, issue to the Participant, for each DSU which the Corporation elects to settle in Shares, one Share. Where, as a result of any adjustment in accordance with Section 8.1 and/or any withholding required pursuant to Section 9.2, the aggregate number of Shares to be received by a Participant upon an election by the Corporation to settle all or a portion of the Participant's DSUs includes a fractional Share, the aggregate number of Shares to be received by the Participant will be rounded down to the nearest whole number of Shares.

6.7 Award of Dividend Equivalents

(1) Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of DSUs in a Participant's Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a Shareholder of record on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional DSUs, the number of which will be equal to a fraction where the numerator is the product of: (a) the number of DSUs in such Participant's Account on the date that dividends are paid multiplied by (b) the dividend paid per Share, and the denominator of which is the Market Price calculated as of the date that dividends are paid. Any additional DSUs credited to a Participant's Account as a Dividend Equivalent will be subject to the same terms and conditions (including vesting conditions) as the DSUs in respect of which such additional DSUs are credited, and shall be counted towards the participation limits set in Section 2.5.
(2) If any Dividend Equivalent awarded under Section 6.7 cannot be credited to a Participant's Account in additional Share Units because (i) there is an insufficient number of Shares reserved for issuance under the Plan to provide for such Dividend Equivalent, or (ii) crediting the Participant with the Dividend Equivalent would cause the Company to exceed the limitations set out in Section 2.5, then the cash amount of such dividend shall, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 9.2, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Corporation or

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Subsidiary of which the Participant is a director, executive officer, employee or Consultant, in cash, by cheque or by such other payment method as the Corporation and Participant may agree; provided that such Dividend Equivalent may be accrued in cash but shall not be paid until the Participant's applicable Share Units have vested.

(3) In the event that a Participant's DSUs do not vest, all Dividend Equivalents, if any, associated with such DSUs will be forfeited by the Participant.

ARTICLE 7 GENERAL CONDITIONS

7.1 General Conditions Applicable to Awards

Each Award will be subject to the following conditions:

(1) Vesting Period . Each Award will vest in accordance with the terms of this Plan and the Award Agreement entered into in respect of such Award. The Board has the right, in its sole discretion, to waive any vesting conditions or accelerate the vesting of any Award, or to deem any Performance Criteria or other vesting conditions to be satisfied, notwithstanding the vesting schedule set forth for such Award, provided that no acceleration of the vesting provisions of Options granted to Investor Relations Service Providers is allowed without the prior acceptance of the Exchange and no Award, other than Options or as set forth in Sections 7.3(2) and 8.2, may vest before the date that is 12 months following the Grant Date.
(2) Employment . Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award will in no way be construed as a guarantee by the Corporation to a Participant of employment or another service relationship with the Corporation. The granting of an Award to a Participant will not impose upon the Corporation or any Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award Agreement entered into pursuant to this Plan will interfere in any way with the rights of the Corporation or any Subsidiary in connection with the employment, retention or termination of any Participant. The loss of existing or potential profit in Shares underlying Awards granted under this Plan will not constitute an element of damages in the event of termination of a Participant's employment or service in any office or otherwise.
(3) Grant of Awards . Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted any Award. The grant of an Award to an Eligible Participant does not confer upon such Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Award(s) at any time. The extent to which any Eligible Participant is entitled to be granted Awards will be determined in the sole discretion of the Board. Participation in this Plan will be entirely voluntary and any decision not to participate will not affect an Eligible Participant's relationship or employment with the Corporation or any Subsidiary.
(4) Rights as a Shareholder . Neither the Participant nor such Participant's personal representatives or legatees will have any rights whatsoever as a Shareholder in respect of any Shares covered by such Participant's Awards by reason of the grant of such Award (including voting rights, dividend entitlement or rights on liquidation) until such Award is duly vested, exercised, as applicable, and settled and Shares have been issued in respect thereof. Without in any way limiting the generality

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of the foregoing and except as provided under this Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.

(5) Conformity to Plan . In the event that an Award is granted or an Award Agreement is entered into which does not conform with the provisions of this Plan, the grant of such Award or the terms of such Award Agreement, as the case may be, will not be in any way void or invalidated, but such Award or Award Agreement, as the case may be, will be amended to become, in all respects, in order to bring them in conformity with this Plan.
(6) Non‐Transferability . Except as set forth in this Plan, each Award is personal to a Participant and will not be assignable or transferable by such Participant, whether voluntarily or by operation of law, except by will or by the laws of descent and distribution. Each Award may be exercised only by:
(a) the Participant to whom such Award is granted;
(b) upon a Participant's death, by the legal representative of such Participant's estate; or
(c) upon a Participant's incapacity, the legal representative having authority to deal with the property of such Participant,

provided that any such legal representative will first deliver evidence satisfactory to the Corporation of entitlement to exercise such Award, and in the case of a Participant's death, any claim to such Award must be filed with the Corporation within one year after such Participant's death. A Person exercising an Award may subscribe for Shares only in the Person's own name or in the Person's capacity as a legal representative.

(7) Participant's Entitlement . Except as otherwise provided in this Plan (including pursuant to Section 7.2), or unless the Board permits otherwise, upon any Subsidiary ceasing to be a Subsidiary, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a Director, Employee or Consultant of such Subsidiary and not of the Corporation itself, whether or not then exercisable, will automatically terminate on the date of such change.

7.2 General Conditions Applicable to Options

Except as otherwise provided in any Employment Agreement or Consulting Agreement or in any Award Agreement, each Option will be subject to the following conditions:

(1) Termination for Cause . Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option granted to such Participant will terminate automatically and become void immediately. For the purposes of this Plan, the determination by the Corporation that a Participant was discharged for Cause will be binding on such Participant. " Cause " will include, among other things, gross misconduct, theft, fraud, breach of confidentiality, breach of the Corporation's code of conduct and any other reason determined by the Corporation to be cause for termination.
(2) Termination not for Cause . Upon a Participant ceasing to be an Eligible Participant as a result of their employment or service relationship with the Corporation or a Subsidiary being terminated without Cause (including, for the avoidance of doubt, as a result of any Subsidiary ceasing to be a

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Subsidiary, as contemplated by Section 7.1(7)): (a) each unvested Option granted to such Participant will terminate and become void immediately upon such termination, and (b) each vested Option held by such Participant will cease to be exercisable on the earlier of (i) 90 days after the Participant's Termination Date (or such later date as the Board may, in its sole discretion, determine) and (ii) the Expiry Date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.

(3) Resignation . Upon a Participant ceasing to be an Eligible Participant as a result of their resignation from the Corporation or a Subsidiary: (a) each unvested Option granted to such Participant will terminate and become void immediately upon such resignation, and (b) each vested Option held by such Participant will cease to be exercisable on the earlier of (i) 90 days after the Participant's Termination Date (or such later date as the Board may, in its sole discretion, determine) and (ii) the Expiry Date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
(4) Retirement/Permanent Disability . Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability: (a) each unvested Option granted to such Participant will terminate and become void immediately, and (b) each vested Option held by such Participant will cease to be exercisable on the earlier of (i) 90 days from the date of retirement or the date on which the Participant ceases their employment or service relationship with the Corporation or any Subsidiary by reason of permanent disability (or such later date as the Board may, in its sole discretion, determine) and (ii) the Expiry Date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
(5) Death . Upon a Participant ceasing to be an Eligible Participant by reason of death: (a) each unvested Option granted to such Participant will terminate and become void immediately, and (b) each vested Option held by such Participant at the time of death may be exercised by the legal representative of the Participant, provided that any such vested Option will cease to be exercisable on the earlier of (i) the date that is 12 months after the Participant's death or (ii) the Expiry Date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
(6) Leave of Absence . Upon a Participant electing a voluntary leave of absence of more than 12 months, including maternity and paternity leaves, the Board may determine, in its sole discretion but subject to Applicable Laws, that such Participant's participation in this Plan will be terminated, provided that all vested Options will remain outstanding and in effect until the applicable exercise date, or such earlier date determined by the Board in its sole discretion. Notwithstanding the foregoing, the Awards granted to such Participant will expire no later than the date that is 12 months from the date that the Participant ceases to be an Eligible Participant.

7.3 General Conditions Applicable to Awards other than Options

Except as otherwise provided in any Employment Agreement or Consulting Agreement or in any Award Agreement, each Award, other than Options, will be subject to the following conditions:

(1) Termination for Cause and Resignation . Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of their resignation from the Corporation or a Subsidiary, the Participant's participation in this Plan will be terminated immediately, all Awards, other than Options, credited to such Participant's Account that have not vested will be forfeited and cancelled, and the

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Participant's rights that relate to such Participant's unvested Awards will be forfeited and cancelled on the Termination Date.

(2) Death, Leave of Absence or Termination of Service . Except as otherwise determined by the Board from time to time, at its sole discretion, upon a Participant electing a voluntary leave of absence of more than 12 months, including maternity and paternity leaves, or upon a Participant ceasing to be an Eligible Participant as a result of such Participant's: (a) death, (b) retirement, (c) Termination of Service for reasons other than for Cause, (d) employment or service relationship with the Corporation being terminated by reason of injury or disability, or (e) being eligible to receive long‐term disability benefits, all unvested Awards, other than Options, in the Participant's Account as of such date relating to a Restriction Period in progress will be forfeited and cancelled. Notwithstanding the foregoing, if the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested Awards, other than Options, the date of such action is the Vesting Date, provided that the Awards granted to such Participant will expire no later than the date that is 12 months from the date that the Participant ceases to be an Eligible Participant.
(3) General . For greater certainty, where (a) a Participant's employment or service relationship with the Corporation is terminated pursuant to Section 7.3(1) or Section 7.3(2), (b) a Participant elects to take a voluntary leave of absence pursuant to Section 7.3(2), following the satisfaction of all vesting conditions in respect of particular Awards (including any vested Share Units deferred under Section 5.2(2)), other than Options, but before receipt of the corresponding distribution or payment in respect of such Awards, the Participant will remain entitled to such distribution or payment.

ARTICLE 8 ADJUSTMENTS AND AMENDMENTS

8.1 Adjustment to Shares Subject to Outstanding Awards

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of (a) any subdivision of the Shares into a greater number of Shares; (b) any consolidation of the Shares into a lesser number of Shares; (c) any reclassification, reorganization or other change affecting the Shares; (d) any merger, amalgamation, consolidation or other business combination of the Corporation with or into any other Person, or (e) any distribution to all holders of Shares or other securities in the capital of the Corporation of cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or Shares, but including for greater certainty shares or equity interests in a Subsidiary or business unit of the Corporation or one of its Subsidiaries or cash proceeds of the disposition of such a Subsidiary or business unit) or any transaction or change having a similar effect, then the Board will in its sole discretion, subject to the required approval of the Exchange and to Shareholder approval where applicable, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including, without limitation:

(a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

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(b) adjustments to the number of Shares or cash payment to which the Participant is entitled upon exercise or settlement of such Award; or
(c) adjustments to the number or kind of Shares reserved for issuance pursuant to this Plan.

8.2 Change of Control

(1) In the event of a potential Change of Control, the Board will have the power, in its sole discretion, subject to Exchange and Shareholder approval, if required, to accelerate the vesting of Options to assist the Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a take‐over bid or any other transaction leading to a Change of Control, the Board will have the power, in its sole discretion, to (a) provide that any or all Options will thereupon terminate, provided that any such outstanding Options that have vested will remain exercisable until the consummation of such Change of Control, and (b) permit Participants to conditionally exercise their vested Options immediately prior to the consummation of the take‐over bid and the Shares issuable under such Options to be tendered to such bid, such conditional exercise to be conditional upon the take‐up by such offeror of the Shares or other securities tendered to such take‐over bid in accordance with the terms of such take‐over bid (or the effectiveness of such other transaction leading to a Change of Control). If, however, the potential Change of Control referred to in this Section 8.2 is not completed within the time specified therein (as the same may be extended), then notwithstanding this Section 8.2 or the definition of "Change of Control": (i) any conditional exercise of vested Options will be deemed to be null, void and of no effect, and such conditionally exercised Options will for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to the exercise of Options which vested pursuant to this Section 8.2 will be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Options which vested pursuant to this Section 8.2 will be reinstated. In the event of a Change of Control, the Board may exercise its discretion to accelerate the vesting of, or waive the Performance Criteria or other vesting conditions applicable to, outstanding Share Units, and the date of such action will be the Vesting Date of such Share Units.
(2) If the Corporation completes a transaction constituting a Change of Control and within 12 months following the Change of Control a Participant who was also an Officer or Employee of, or Consultant to, the Corporation prior to the Change of Control has their Employment Agreement or Consulting Agreement terminated, then: (a) all unvested Options granted to such Participant will immediately vest and become exercisable, and remain open for exercise until the earlier of (i) their Expiry Date as set out in the applicable Award Agreement, and (ii) the date that is 90 days after such termination or dismissal; and (b) all unvested Share Units will become vested, and the date of such Participant's Termination Date will be deemed to be the Vesting Date.

8.3 Initial Approval, Amendment or Discontinuance of this Plan

(1) Prior to its implementation by the Corporation, this Plan is subject to approval by the Exchange and the Shareholders and thereafter this Plan must be approved by Shareholders and the Exchange on an annual basis.
(2) The Corporation may grant Awards under this Plan prior to obtaining the initial approval of the Exchange and Shareholders required in Section 8.3(1), however no Award that is granted or issued under this Plan may be exercised by the holder thereof until this Plan has been approved by the

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Exchange and all such grants of Awards approved by the Shareholders at an annual general or special meeting of Shareholders.

(3) The Board may amend this Plan or any Award at any time without the consent of the Participants, provided that such amendment will:
(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant, except as permitted by the provisions of this Plan;
(b) be in compliance with Applicable Law (including Code Section 409A and the provisions of the ITA, to the extent applicable), and subject to any regulatory approvals where required, including the approval of the Exchange; and
(c) be subject to Shareholder approval to the extent such approval is required by Applicable Law or the requirements of the Exchange, provided that the Board may, from time to time, in its absolute discretion and without approval of the Shareholders, make the following amendments:
- (i) any amendment necessary to comply with Applicable Law (including taxation laws) or the requirements of the Exchange or any other regulatory body to which the Corporation is subject;
- (ii) any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of this Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan, correcting grammatical or typographical errors and amending the definitions contained within this Plan; or
- (iii) any amendment regarding the administration or implementation of this Plan.
(4) Notwithstanding Section 8.3(3)(c), the Board will be required to obtain Shareholder approval, including, if required by the Exchange, Disinterested Shareholder Approval, to make any amendment:
(a) to the maximum percentage or number of Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under this Plan, including an increase to the maximum percentage of Shares or a change from a fixed maximum percentage of Shares to a fixed maximum number of Shares or vice versa, except in the event of an adjustment pursuant to Section 8.1;
(b) which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements, except in the event of an adjustment pursuant to Section 8.1; provided, however, that, for greater certainty, Disinterested Shareholder Approval will be required for any amendment which reduces the exercise price of any Option if the Participant is an Insider at the time of the proposed amendment;

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(c) subject to Section 3.5, to the maximum term of any Award;
(d) which extends the Expiry Date of any Award, or the Restriction Period of any Share Unit beyond the original Expiry Date or Restriction Period, except in the event of an extension due to a Blackout Period and in the event the Company wishes to extend the Expiry Date of any Award or Restriction Period of any Share Unit held by an Insider, Disinterested Shareholder approval must be obtained;
(e) which would permit Awards granted under this Plan to be transferable or assignable other than for normal estate settlement purposes as allowed by Section 7.1(6);
(f) to the definition of an Eligible Participant under this Plan;
(g) that results in a benefit to an Insider, which shall require Disinterested Shareholder Approval, and for further clarity, if the Corporation cancels any Awards and within one year grants or issues new Awards to the same Person, that is considered an amendment;
(h) to the participation limits set out in Section 2.5; or
(i) to this Section 8.3 of this Plan;
(5) The Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions hereof concerning the effect of termination of the Participant's employment or engagement will not apply for any reason acceptable to the Board.
(6) The Board may, subject to any required regulatory or Exchange approvals, discontinue this Plan at any time without the consent of the Participants provided that such discontinuance will not materially and adversely affect any Awards previously granted to a Participant under this Plan.

ARTICLE 9 MISCELLANEOUS

9.1 Use of an Administrative Agent

The Board may, in its sole discretion, appoint from time to time one or more entities to act as administrative agent to administer the Awards granted under this Plan and to hold and administer the assets that may be held in respect of Awards granted under this Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under this Plan.

9.2 Tax Withholding

Notwithstanding any other provision of this Plan, all distributions, delivery of Shares and/or payments to a Participant (or its legal representative) under this Plan will be made net of any applicable withholdings, including in respect of Applicable Withholding Taxes, as the Corporation or Employer determines. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then the withholding obligation may be satisfied in such manner as the Corporation or Employer determines, including: (a) by the sale of a portion of such Shares by the Corporation, the Corporation's transfer agent

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and registrar or any trustee appointed by the Corporation pursuant to Section 9.1, on behalf of and as agent for the Participant, as soon as permissible and practicable, with the proceeds of such sale being used to satisfy any withholding and remittance obligations of the Corporation (and any remaining proceeds, following such withholding and remittance, to be paid to the Participant); (b) by requiring the Participant, as a condition of receiving such Shares, to pay to the Corporation or Employer an amount in cash sufficient to satisfy such withholding; or (c) any other mechanism as may be required or determined by the Corporation or Employer as appropriate.

9.3 Clawback

Notwithstanding any other provision of this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange requirement), or any policy adopted by the Company. The Board may provide that any outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of any Awards, or Shares acquired under Awards, will be subject to forfeiture and disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted violates: (a) any non‐competition, non‐solicitation, confidentiality or other restrictive covenant by which the Participant is bound, or (b) any policy adopted by the Company applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Company of outstanding Awards, and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange standards, including any related policy adopted by the Company. Each Participant, by accepting or being deemed to have accepted an Award under this Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required under this Plan. Neither the Board, the Company, nor any other Person, other than the Participant and the Participant’s permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or the Participant’s permitted transferees, if any, that may arise in connection with this Section 9.3.

9.4 Securities Law Compliance

(1) This Plan (including any amendments to it), the terms of the grant of any Award, the grant of any Award, the exercise of any Option, the delivery of any Shares upon exercise or settlement of any Award, or the Corporation's election to deliver Shares in settlement of any Share Units, SARs or DSUs, will be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation will not be obliged by any provision of this Plan, or the grant or settlement of any Award, or exercise of any Option under this Plan to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.
(2) No Awards will be granted, and no Shares will be issued, sold or delivered pursuant to this Plan, where such grant, issue, sale or delivery would require registration of this Plan or of the Shares under the securities laws of any jurisdiction or the filing of any prospectus for the qualification of

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same thereunder, and any purported grant of any Award or purported issue or sale of Shares in violation of this provision will be void.

(3) Shares issued, sold or delivered to Participants under this Plan may be subject to limitations on sale or resale under Applicable Securities Laws and/or certain hold periods required by the Exchange.
(4) If Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Corporation to issue such Shares will terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.
(5) With respect to Awards granted in the United States or to U.S. Persons or at such time as the Corporation ceases to be a "foreign private issuer" (as defined under the U.S. Securities Act), unless the Shares which may be issued upon the exercise or settlement of such Awards are registered under the U.S. Securities Act, the Awards granted and any Shares that may be issuable upon the exercise or settlement of such Awards will be considered "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act). Accordingly, any such Awards or Shares issued prior to an effective registration statement filed with the SEC may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed by the Participant, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or unless in compliance with an available exemption therefrom (the " U.S. Resale Restrictions "). In addition to U.S. Resale Restrictions, such Awards granted in the United States or to U.S. Persons shall be subject to any hold periods required by the Exchange and, in addition to the legend described in this Section 9.4(5), endorsed with a legend in the form prescribed by the Exchange. Certificate(s) representing the Awards and any Shares issued upon the exercise or settlement of such Awards prior to an effective registration statement filed with the SEC, and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act:

"THE SECURITIES REPRESENTED HEREBY [for Awards add: AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT."

9.5 Reorganization of the Corporation

The existence of any Awards will not affect in any way the right or power of the Corporation or its Shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, Shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the

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dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

9.6 Quotation of Shares

So long as the Shares are listed on one or more Exchanges, the Corporation must apply to such Exchange or Exchanges for the listing or quotation, as applicable, of the Shares underlying the Awards granted under this Plan, however, the Corporation cannot guarantee that such Shares will be listed or quoted on any Exchange.

9.7 Governing Laws

This Plan and all matters to which reference is made in this Plan will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

9.8 Severability

The invalidity or unenforceability of any provision of this Plan will not affect the validity or enforceability of any other provision and any invalid or unenforceable provision will be severed from this Plan.

9.9 Code Section 409A

It is intended that any payments under this Plan to U.S. Taxpayers will be exempt from or comply with Code Section 409A, and all provisions of this Plan will be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Code Section 409A. Solely to the extent that Awards of a U.S. Taxpayer are determined to be subject to Code Section 409A, the following will apply with respect to the rights and benefits of U.S. Taxpayers under this Plan:

(1) Except as permitted under Code Section 409A, any deferred compensation (within the meaning of Code Section 409A) payable to or for the benefit of a U.S. Taxpayer may not be reduced by, or offset against, any amount owing by the U.S. Taxpayer to the Corporation or any of its Affiliates.
(2) Subject to the terms of this Plan, if a U.S. Taxpayer becomes entitled to receive payment in respect of any Share Units or any DSUs that are subject to Code Section 409A, as a result of their Separation from Service and the U.S. Taxpayer is a "specified Employee" (within the meaning of Code Section 409A) at the time of their Separation from Service, and the Board makes a good faith determination that (a) all or a portion of the Share Units or DSUs constitute "deferred compensation" (within the meaning of Code Section 409A) and (b) any such deferred compensation that would otherwise be payable during the six‐month period following such Separation from Service is required to be delayed pursuant to the six‐month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then payment of such "deferred compensation" will not be made to the U.S. Taxpayer before the date which is six months after the date of their Separation from Service (and will be paid in a single lump sum on the first day of the seventh month following the date of such Separation from Service) or, if earlier, the U.S. Taxpayer's date of death.
(3) A U.S. Taxpayer's status as a "specified Employee" (within the meaning of Code Section 409A) will be determined by the Corporation as required by Code Section 409A on a basis consistent with Code Section 409A and such basis for determination will be consistently applied to all plans,

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programs, contracts, agreements, etc. maintained by the Corporation that are subject to Code Section 409A.

(4) Although the Corporation intends that Share Units will be exempt from Code Section 409A or will comply with Code Section 409A, and that DSUs will comply with Code Section 409A, the Corporation makes no assurances that the Share Units will be exempt from Code Section 409A or will comply with it. Each U.S. Taxpayer, any Beneficiary or the U.S. Taxpayer's estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such U.S. Taxpayer in connection with this Plan (including any taxes and penalties under Code Section 409A), and neither the Corporation nor any Subsidiary will have any obligation to indemnify or otherwise hold such U.S. Taxpayer or Beneficiary or the U.S. Taxpayer's estate harmless from any or all of such taxes or penalties.
(5) In the event that the Board determines that any amounts payable under this Plan will be taxable to a Participant under Code Section 409A prior to payment to such Participant of such amount, the Corporation may, subject to any requirements for Shareholder approval set out in the Exchange Rules, (a) adopt such amendments to this Plan and Share Units and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Board determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan and Share Units under this Plan and/or (b) take such other actions as the Board determines necessary or appropriate to avoid or limit the imposition of an additional tax under Code Section 409A.
(6) In the event the Corporation amends, suspends or terminates this Plan or Share Units as permitted under this Plan, such amendment, suspension or termination will be undertaken in a manner that does not result in adverse tax consequences under Code Section 409A.

9.10 Effective Date of this Plan

This Plan will become effective upon a date to be determined by the Board.

EXHIBIT "A"

TO OMNIBUS EQUITY INCENTIVE PLAN OF GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Section 1.01 FORM OF OPTION AGREEMENT

This Option Agreement (this " Agreement ") is entered into as of [date] between GHP Noetic Science‐ Psychedelic Pharma Inc. (the " Corporation ") and the Participant (as defined below) pursuant to the Corporation's Omnibus Equity Incentive Plan (the " Plan "), a copy of which is attached to this Agreement, and confirms that on:

______ (the " Grant Date "),
______ (the " Participant ")
was granted options (" Options ") to purchase common shares in the capital from treasury of the Corporation (each, a " Share "), in accordance with the terms of the Plan, which Options will bear the following terms:
(a) Exercise Price and Expiry. Subject to the vesting conditions specified below, the Options will be exercisable by the Participant at a price of CAD$ [●] per Share (the " Option Price ") at any time prior to expiry on [●] (the " Expiry Date ").
(b) Vesting; Time of Exercise. Subject to the terms of the Plan, the Options will vest and become exercisable as follows:

Number of Options Vested On

If the aggregate number of Shares vesting in a tranche set forth above includes a fractional Share, the aggregate number of Shares will be rounded down to the nearest whole number of Shares. Notwithstanding anything to the contrary in this Agreement, the Options will expire on the Expiry Date set forth above and must be exercised, if at all, on or before the Expiry Date. Options are denominated in Canadian dollars (CAD$).[2] ____

The Options will be exercisable only by delivery to the Corporation of a duly completed and executed notice in the form attached to this Agreement (the " Exercise Notice "), together with (a) payment of the Option Price for each Share covered by the Exercise Notice, and (b) payment of any withholding taxes as required in accordance with the terms of the Exercise Notice. Any such

2 Legislation effective June 30, 2021 imposes a $200,000 annual vesting limit per employee (based on the fair market value of the shares underlying the option on the date of grant) that can qualify for the 50% deduction under Canadian tax rules.

payment to the Corporation will be made by certified cheque or wire transfer in readily available funds.

Subject to the terms of the Plan, the Options specified in an Exercise Notice will be deemed to be exercised upon receipt by the Corporation of such written Exercise Notice, together with the payment of all amounts required to be paid by the Participant to the Corporation pursuant to Section 4 of this Agreement.
The Participant represents and warrants to the Corporation (on the date of this Agreement and upon each exercise of Options) that:
(a) the Participant has not received any offering memorandum, or any other documents (other than annual financial statements, interim financial statements or any other document the content of which is prescribed by statute or regulation, other than an offering memorandum) describing the business and affairs of the Corporation that has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Shares;
(b) the Participant is acquiring the Shares without the requirement for the delivery of a prospectus or offering memorandum, pursuant to an exemption under applicable securities legislation and, as a consequence, is restricted from relying upon the civil remedies otherwise available under applicable securities legislation and may not receive information that would otherwise be required to be provided to it;
(c) the Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Corporation and does not desire to utilize a registrant in connection with evaluating such merits and risks;
(d) the Participant acknowledges that an investment in the Shares involves a high degree of risk, and represents that it understands the economic risks of such investment and is able to bear the economic risks of this investment;
(e) the Participant is responsible for paying any applicable taxes and withholding taxes arising from the exercise of any Options, as provided in Section 9.2 of the Plan;
(f) this Agreement constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms; and
(g) the execution and delivery of this Agreement and the performance of the obligations of the Participant under this Agreement will not result in the creation or imposition of any lien, charge or encumbrance upon the Shares.

The Participant acknowledges that the Corporation is relying upon such representations and warranties in granting the Options and issuing any Shares upon exercise thereof.

The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Agreement, and (c) accepts these Options subject to all of the terms and

provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this Agreement and those of the Plan, the terms of the Plan will govern. The Participant has reviewed this Agreement and the Plan, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

This Agreement and the terms of the Plan (including any Exercise Notice delivered in connection with the exercise of any Options) constitute the entire agreement of the Corporation and the Participant (collectively, the " Parties ") with respect to the Options and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter of this Agreement, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Agreement and the terms of the Plan incorporated in this Agreement are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision will be enforced to the fullest extent allowed by law and the other provisions will nevertheless remain effective and will remain enforceable.
In accordance with Section 9.4(5) of the Plan, if the Options and the underlying Shares are not registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), or any state securities laws, the Options may not be exercised in the United States or by U.S. Persons unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to Option holders in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined in this Agreement will have the meaning given in the Plan.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first set out above.

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Per: Authorized Signatory

[NAME OF PARTICIPANT] [Name of Authorized Signatory: ●] [Title of Authorized Signatory: ●]

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to delivery an executed copy of this Agreement by such date will result in the cancellation of your Options.

FORM OF OPTION EXERCISE NOTICE

TO: GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

This Exercise Notice is made in reference to the Omnibus Equity Incentive Plan (the " Plan ") of GHP Noetic Science‐Psychedelic Pharma Inc. (the " Corporation ").

The undersigned (the " Participant ") holds options (" Options ") under the Plan to purchase ● common shares of the Corporation (each, a " Share ") at a price per Share of CAD$ ● (the " Option Price ") pursuant to the terms and conditions set out in that certain option agreement between the Participant and the Corporation dated ● (the " Agreement "). The Participant confirms the representations and warranties contained in the Agreement.

The Participant hereby irrevocably gives notice of the exercise of _ Options held by the Participant pursuant to the Agreement at the Option Price, for an aggregate exercise price of CAD$_ (the " Aggregate Option Price "), on the terms specified in the Agreement and encloses herewith a certified cheque payable to the Corporation or evidence of wire transfer to the Corporation in full satisfaction of the Aggregate Option Price.

The Participant acknowledges and agrees that: (i) in addition to the Aggregate Option Price, the Corporation may require the Participant to also provide the Corporation with a certified cheque or evidence of wire transfer equal to the amount of any Applicable Withholding Taxes associated with the exercise of such Options, before the Corporation will issue any Shares to the Participant in settlement of the Options; and (ii) the Corporation will have the sole discretion to determine the amount of any Applicable Withholding Taxes associated with the exercise of such Options, and will inform the Participant of such amount as soon as reasonably practicable upon receipt of this completed Exercise Notice.

Registration:

The Shares issued pursuant to this Exercise Notice are to be registered in the name of the undersigned and are to be delivered, as directed below:

Name:

Address:

Date

Name of Participant

Signature of Participant

TO OMNIBUS EQUITY INCENTIVE PLAN OF GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

EXHIBIT "B"

FORM OF SHARE APPRECIATION RIGHT AGREEMENT

This Share Appreciation Right Agreement (this " Agreement ") is entered into as of [date] between GHP Noetic Science‐Psychedelic Pharma Inc. (the " Corporation ") and the Participant (as defined below) pursuant to the Corporation's Omnibus Equity Incentive Plan (the " Plan "), a copy of which is attached to this Agreement, and confirms that on:

______ (the " Grant Date "),
______ (the " Participant ")
was granted share appreciation rights (" SARs ") in accordance with the terms of the Plan, which SARs will bear the following terms:
(a) Settlement Price. Subject to the vesting conditions specified below, the SARs will have a Base Value of CAD$● per Share and shall be se�led by the Corpora�on by the payment of cash, issuance of Shares or a combination thereof (as determined by the Corporation in its discretion), having an aggregate value equal to the Appreciation Value of the SARs to be settled, after deduction of any Applicable Withholding Taxes.
(b) Vesting. Subject to the terms of the Plan, the SARs will vest as follows:

Number of SARs

Vesting Date / Condition

If the aggregate number of Shares vesting in a tranche set forth above includes a fractional Share, the aggregate number of Shares will be rounded down to the nearest whole number of Shares.

The Participant represents and warrants to the Corporation (on the date of this Agreement and upon each settlement of the SARs granted pursuant to this Agreement) that:
(a) the Participant has not received any offering memorandum or any other document describing the business and affairs of the Corporation that has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Shares;
(b) the Participant is acquiring the SARs and any underlying Shares, if any, without the requirement for the delivery of a prospectus or offering memorandum pursuant to an exemption under applicable securities laws and, as a consequence, is restricted from

relying upon the civil remedies otherwise available under applicable securities laws, and may not receive information that would otherwise be required to be provided to it;

(c) the Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Corporation and does not desire to utilize a registrant in connection with evaluating such merits and risks;
(d) the Participant acknowledges that an investment in the Shares involves a high degree of risk, and represents that it understands the economic risks of such investment and is able to bear the economic risks of this investment;
(e) the Participant acknowledges that the Participant is responsible for paying any applicable taxes, including withholding taxes, arising from or with respect to the settlement of any SARs, and the sale of any Shares acquired in connection with such settlement, if any, as provided in Section 9.2 of the Plan;
(f) this Agreement constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms; and
(g) the execution and delivery of this Agreement and the performance by the Participant of its obligations under this Agreement will not result in the creation or imposition of any lien, charge or encumbrance upon the Shares.

The Participant acknowledges that the Corporation is relying upon such representations and warranties in granting the SARs and paying any cash and/or issuing any Shares upon settlement of any SARs.

The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Agreement, and (c) accepts the SARs subject to all of the terms and provisions of this Agreement and of the Plan. If there is any inconsistency between the terms of this Agreement and those of the Plan, the terms of the Plan will govern. The Participant has reviewed this Agreement and the Plan, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.
This Agreement and the Plan constitute the entire agreement of the Corporation and the Participant (collectively, the " Parties ") with respect to the SARs and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter of this Agreement, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Agreement and the terms of the Plan are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision will be enforced to the fullest extent allowed by law and the other provisions will nevertheless remain effective and will remain enforceable.
In accordance with Section 9.4(5) of the Plan, if the SARs and any Shares that may be issued upon settlement of the SARs are not registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), or any applicable state securities laws, the SARs may not be

settled by the issuance of Shares in the United States or by U.S. Persons, unless an exemption from the registration requirements of the U.S. Securities Act is available. If the Participant is a U.S. Person or is in the United States, any Shares issued to the Participant that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined in this Agreement will have the meaning given in the Plan.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first set out above.

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Per: Authorized Signatory

[NAME OF PARTICIPANT] [Name of Authorized Signatory: ●] [Title of Authorized Signatory: ●]

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to return an executed copy of this Agreement by such time will result in the cancellation of your SARs.

EXHIBIT "C"

TO OMNIBUS EQUITY INCENTIVE PLAN OF GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Section 1.02 FORM OF SHARE UNIT AGREEMENT

This Share Unit Agreement (this " Agreement ") is entered into between GHP Noetic Science‐Psychedelic Pharma Inc. (the " Corporation ") and the Participant (as defined below) as of [date] , pursuant to the Corporation's Omnibus Equity Incentive Plan (the " Plan "), a copy of which is attached to this Agreement, and confirms that on:

(the " Grant Date "),

(the " Participant ")

was granted Share Units (the " Share Units ") in accordance with the terms of the Plan, which Share Units will vest as follows:

Number of Share Units

Time Vesting Performance Vesting Conditions Conditions

all on the terms and subject to the conditions set out in the Plan.

The Share Units granted hereunder are [Cash‐or‐Share Settled Share Units] OR [Share‐Settled Share Units][3.]
Subject to the terms and conditions of the Plan, the Performance Period for any performance‐ based Share Units commences on the Grant Date and ends at the close of business on [●] (the " Performance Period "), while the restriction period for any time‐based Share Units commences on the Grant Date and ends at the close of business on [●] (the " Restriction Period "). Subject to the terms and conditions of the Plan, the Share Units will be redeemed and settled 15 days after the applicable Vesting Date, all in accordance with the terms of the Plan.
By signing this Agreement, the Participant acknowledges and agrees that:
(a) the Participant has read and understands the Plan and agrees with the terms and conditions of the Plan, which terms and conditions are incorporated into and form part of this Agreement (subject to any specific variations contained in this Agreement);
(b) subject to the vesting and other conditions and provisions in this Agreement and the Plan, each Share Unit will entitle the Participant to receive on settlement a payment described in the Plan;

3 GHP to select applicable wording at the time of grant.

(c) the Participant is responsible for paying any applicable taxes, including withholding taxes, arising from the vesting and redemption of any Share Unit, including any Shares issued in connection with such redemption, as determined by the Corporation in its sole discretion;
(d) the Share Units do not carry any voting rights;
(e) the value of the Share Units is denominated in Canadian dollars (CAD$) and such value is not guaranteed; and
(f) in the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of Section 2.2 of the Plan and any communication from or to the designee will be deemed to be from or to the Corporation.
The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Agreement, and (c) accepts the Share Units subject to all of the terms and provisions of this Agreement and the Plan. If there is any inconsistency between the terms of this Agreement and those of the Plan, the terms of the Plan will govern. The Participant has reviewed this Agreement and the Plan and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.
This Agreement and the terms of the Plan constitute the entire agreement of the Corporation and the Participant (collectively, the " Parties ") with respect to the Share Units and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter of this Agreement. This Agreement may not be modified adversely to the Participant's interest except by mutual written consent of the Parties. This Agreement and the terms of the Plan are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision will be enforced to the fullest extent allowed by law and the other provisions will nevertheless remain effective and will remain enforceable.
In accordance with Section 9.4(5) of the Plan, unless the Shares that may be issued upon the settlement of vested Share Units are registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), and any applicable state securities laws, such Shares may not be issued in the United States or to U.S. Persons, unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to a Participant in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined in this Agreement will have the meaning given in the Plan.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first set out above.

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Per: Authorized Signatory

[NAME OF PARTICIPANT]

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your Share Units.

EXHIBIT "D"

TO OMNIBUS EQUITY INCENTIVE PLAN OF GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Section 1.03 FORM OF DEFERRED SHARE UNIT AGREEMENT

This DSU Agreement (this " Agreement ") is entered into as of [date] between GHP Noetic Science‐ Psychedelic Pharma Inc. (the " Corporation ") and the Participant (as defined below), pursuant to the Corporation's Omnibus Equity Incentive Plan (the " Plan "), a copy of which is attached to this Agreement, and confirms that on:

(the " Grant Date "),

(the " Participant ")

was granted deferred share units (" DSUs "), in accordance with the terms of the Plan.
The DSUs subject to this Agreement [are fully vested] [will become vested as follows: _____].
Subject to the terms of the Plan, the settlement of the DSUs, in cash (or, at the election of the Corporation, in Shares or a combination of cash and Shares), will be payable to the Participant, net of any Applicable Withholding Taxes in accordance with the Plan, not later than December 15[th] of the first calendar year commencing immediately after the Termination Date, provided that if the Participant is a U.S. Taxpayer, the settlement will be as soon as administratively feasible following the Participant's Separation from Service. If the Participant is both a U.S. Taxpayer and a Canadian Participant, the settlement of the DSUs will be subject to the provisions of Section 6.5(1) of the Plan.
By signing this agreement, the Participant:
(a) acknowledges that the Participant has read and understands the Plan and agrees with the terms and conditions of the Plan, which terms and conditions are incorporated into and form part of this Agreement (subject to any specific variations contained in this Agreement);
(b) acknowledges that the Participant is responsible for paying any applicable taxes, including withholding taxes, arising from the vesting and redemption of any DSU, as determined by the Corporation in its sole discretion;
(c) agrees that the DSUs do not carry any voting rights;
(d) acknowledges that the value of the DSUs is denominated in Canadian dollars (CAD$), and such value is not guaranteed; and
(e) recognizes that, in the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of Section 2.2 of the Plan and any communication from or to the designee will be deemed to be from or to the Corporation.
The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this Agreement and the Plan; (b) agrees and

acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Agreement, and (c) accepts the DSUs subject to all of the terms and provisions of this Agreement and of the Plan. If there is any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan will govern. The Participant has reviewed this Agreement and the Plan, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

This Agreement and the Plan constitute the entire agreement of the Corporation and the Participant (collectively, the " Parties ") with respect to the DSUs and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the DSUs. This Agreement may not be modified adversely to the Participant's interest except by mutual written consent of the Parties. This Agreement and the terms of the Plan are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision will be enforced to the fullest extent allowed by law and the other provisions will nevertheless remain effective and will remain enforceable.
In accordance with Section 9.4(5) of the Plan, unless the Shares that may be issued upon the settlement of the DSUs are registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), and any applicable state securities laws, such Shares may not be issued in the United States or to U.S. Persons, unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to a Participant in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined in this Agreement will have the meaning given in the Plan.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first set out above.

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC.

Per: Authorized Signatory

[NAME OF PARTICIPANT]

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your DSUs.

SCHEDULE "C"

CHARTER OF THE AUDIT COMMITTEE OF GHP NOETIC SCIENCE-PSYCHEDELIC PHARMA INC. (the “Company”)

Role and Mandate

The Audit Committee (the “ Committee ”) is a committee of the board of directors (the “ Board ”) of the Company 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 approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee are as follows:

to assist Board in meeting its responsibilities in respect of the preparation and disclosure of the financial statements of the Company and related matters;
to provide effective communication between directors and external auditors;
to enhance the external auditor’s independence;
to review the credibility and objectivity of financial reports; and
to strengthen the role of the outside directors by facilitating discussions between directors on the Committee, management and external auditors.

Membership of Committee

The Committee shall be comprised of at least three (3) directors of The Company, the majority of whom are not members of management of The Company and are “independent” (as such term is used in National Instrument 52-110 - Audit Committees (“ NI 52-110 ”)) in reliance of the exemptions afforded to venture issuers under NI 52110.
The Board shall have the power to appoint the Committee Chair, who shall be an unrelated director.
All of the members of the Committee shall be “financially literate”. The Board has adopted the definition for “financial literacy” used in NI 52-110.
Any members of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee as soon as such member ceases to be a director. The Board may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Meetings

At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chair of the meeting shall not be entitled to a second or casting vote.
The Chair will preside at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee present shall designate from among the members present the Chair for purposes of the meeting.
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 unless otherwise determined by the Committee or the Board.

Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee shall be taken and shall be made available to the board. The Chief Financial Officer shall attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Chair.
Agendas, approved by the Chair, shall be circulated to the Committee members along with background information on a timely basis prior to the Committee meetings.
The Committee shall forthwith report the results of meetings and reviews undertaken and any associated recommendations to the Board.
The Committee shall meet with the external auditor at least quarterly (including without management present) and at such other times as the external auditor and the Committee consider appropriate.
The auditor of The Company is entitled to receive notice of every meeting of the Committee and be heard thereat.
Meetings may be held by way of telephone or video conference call.
A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of the Committee is as valid as one passed at a Committee meeting.

Mandate and Responsibilities of Committee

It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting.
It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to The Company’s internal control systems, including:
identifying, monitoring and mitigating business risks; and
ensuring compliance with legal, ethical and regulatory requirements.
It is a primary responsibility of the Committee to review the annual and interim financial statements of The Company and the notes thereto prior to their submission to the Board for approval. The process should include but not be limited to:
reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years’ financial statements;
reviewing significant accruals, reserves or other estimates such as the ceiling test calculation and reserves with respect to environmental matters;
reviewing accounting treatment of unusual or non-recurring transactions;
ascertaining compliance with covenants under loan agreements;
reviewing disclosure requirements for commitments and contingencies;
reviewing adjustments raised by the external auditors, whether or not included in the financial statements;
reviewing unresolved differences between management and the external auditors; and

obtaining explanations of significant variances with comparative reporting periods.
The Committee is to review the financial statements, prospectuses, management discussion and analysis (“ MD&A ”), annual information forms (“ AIF ”), annual reports and all 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 Company’s disclosure of all other financial information and shall periodically assess the accuracy of those procedures. The Committee shall also review the Company’s policies and procedures for making and updating disclosures on the Company’s website and shall periodically assess the adequacy and accuracy of such policies and procedures.

With respect to the appointment of external auditors by the board, the Committee shall:

ensure the auditor’s ultimate accountability to the Board and the Committee as representatives of the shareholders and as such representatives, to evaluate the performance of the auditor;
recommend to the Board the appointment of the external auditors;
recommend to the Board the terms of engagement of the external auditor, including the compensation of the auditors and a confirmation that the external auditors shall report directly to the Committee;
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;
review and approve any non-audit services to be provided by the external auditors’ firm and consider the impact on the independence of the auditors;
ensure that the auditor submits on a periodic basis to the Committee, a formal written statement delineating all relationships between the auditor and the Company, consistent with Canadian and other applicable auditor independence standards, and to review such statement and to actively engage in a dialogue with the auditor with respect to any undisclosed relationships or services that may impact on the objectivity and independence of the auditor, and to review the statement and dialogue with the Board and recommend to the Board appropriate action to ensure the independence of the auditor;
provide a line of communication between the auditors and the Board; and
meet with the auditors at least once per quarter without management present to allow a candid discussion regarding any concerns the auditors may have and to resolve any disagreements between the auditor and management regarding the Company’s financial reporting.
Review with external auditors (and internal auditor if one is appointed by the Company) their assessment of the internal controls of the Company, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of the Company and its subsidiaries.
The Committee must pre-approve all non-audit services to be provided to the Company or its subsidiaries by the external auditors. The Committee may delegate to one or more members the authority to pre-approve nonaudit services, provided that the member report to the Committee at the next scheduled meeting such preapproval and the member comply with such other procedures as may be established by the Committee from time to time.

The Committee shall review risk management policies and procedures of The Company (i.e. hedging, litigation and insurance).
The Committee shall establish a procedure for:
the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Committee shall review and approve The Company’s hiring policies regarding employees and former employees of the present and former external auditors of the Company.
The Committee shall have the authority to investigate any financial activity of the Company. All employees of the Company are to cooperate as requested by the Committee.
The Committee shall review all related party transactions.
The Committee shall review the status of taxation matters of the Company and its major subsidiaries.
The Committee shall review the short term investment strategies respecting the cash balance of the Company.
The Committee shall conduct or undertake such other duties as may be required from time to time by any applicable regulatory authorities, including the TSXV.
The Committee may retain persons having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at the expense of the Company without any further approval of the board.

GHP Noetic SciencePsychedelic Pharma Inc. Financial Statements December 31, 2022

GHP Noetic Science-Psychedelic Pharma Inc. Contents

Page Financial Statements 1 Statements of Financial Position ...................................................................................................................................... 2 Statements of Changes in Shareholders’ Equity .............................................................................................................. 3 Statements of Loss and Comprehensive Loss ................................................................................................................. 4 Statements of Cash Flows ............................................................................................................................................... 5 - 15 Notes to the Financial Statements ................................................................................................................................

Independent Auditor's Report

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To the Shareholders of GHP Noetic Science-Psychedelic Pharma Inc.:

Opinion

We have audited the financial statements of GHP Noetic Science-Psychedelic Pharma Inc. (the "Corporation"), which comprise the statements of financial position as at December 31, 2022 and December 31, 2021, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2022 and December 31, 2021, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MNP LLP

800-1600 Carling Avenue, Ottawa ON, K1Z 1G3

T: 613.691.4200 F: 613.726.9009

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Corporation’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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800-1600 Carling Avenue, Ottawa, Ontario, K1Z 1G3 T: 613.691.4200 F: 613.726.9009 MNP.ca

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Gordon Wright.

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Ottawa, Ontario April 21, 2023

Chartered Professional Accountants Licensed Public Accountants

==> picture [57 x 19] intentionally omitted <==

800-1600 Carling Avenue, Ottawa, Ontario, K1Z 1G3 T: 613.691.4200 F: 613.726.9009 MNP.ca

GHP Noetic Science-Psychedelic Pharma Inc. Statements of Financial Position as at December 31

(in Canadian dollars)

As at	*2022*	2021
Assets Current Cash Advance receivable (Note 7) Short term investments_(Note 4)_	108,666 - 1,000,000	86,200 31,112 1,100,000
Total assets	1,108,666	1,217,312
Liabilities Current Accounts payable and accrued liabilities	14,728	69,692
Total liabilities	14,728	69,692
Shareholders' Equity
Share capital(Note 6)	1,301,823	1,301,823
Contributed surplus(Note 6)	203,000	150,000
Warrants(Note 6)	-	53,000
Deficit	(410,885)	(357,203)
	1,093,938	1,147,620
	1,108,666	1,217,312
Nature of the Business (Note 1)

Approved on behalf of the Board

_[signed] _	"Paul Barbeau"	_[signed] _	"Warren Wright"
Director		Director

The accompanying notes are an integral part of these financial statements

GHP Noetic Science-Psychedelic Pharma Inc. Statements of Changes in Shareholders’ Equity (in Canadian dollars)

	Common Shares (number) Amount Contributed Surplus Warrants Deficit Shareholders' Equity 10,000,000 1,301,823 150,000 53,000 (278,096) 1,226,727 (79,107) (79,107) 10,000,000 1,301,823 150,000 53,000(357,203) 1,147,620 53,000 (53,000) (53,682) (53,682) $ 10,000,000 $ 1,301,823 $ 203,000 $ - $(410,885) $ 1,093,938 Share Capital
Balance - January 1, 2021 Net loss and comprehensive loss Balance - December 31, 2021 Expiration of agent warrants Net loss and comprehensive loss Balance - December 31, 2022

The accompanying notes are an integral part of these financial statements

GHP Noetic Science-Psychedelic Pharma Inc. Statements of Loss and Comprehensive Loss For the years ended December 31 (in Canadian dollars)

	2022	2021
Revenue
Interest income	8,802	7,593
Expenses
Filing fees	16,559	23,349
Legal and professional fees	30,634	68,460
Office/General administrative expenses (recovery)	15,291 62,484	(5,109) 86,700
Net loss and comprehensive loss Loss per share Basic and diluted Weighted average number of common shares	(53,682) (0.01) 10,000,000	(79,107) (0.01) 10,000,000

The accompanying notes are an integral part of these financial statements

GHP Noetic Science-Psychedelic Pharma Inc. Statements of Cash Flows For the years ended December 31 (in Canadian dollars)

Statements of Cash Flows For the years ended December 31 (inCanadiandollars)
	*2022*	*2021*
Cash provided by (used for) the following activities
Operating activities
Net loss	(53,682)	(79,107)
Adjusted for the following non-cash items: Change in accrued interest	-	3,907
	(53,682)	(75,200)
Changes in working capital accounts
Advance receivable	31,112	(31,112)
Accounts payable and accrued liabilities	(54,964)	66,099
Cash used for operating activities	(77,534)	(40,213)
Investing Activites
Purchase of short-term investments	(3,200,000)	(1,100,000)
Redempton of short-term investments	3,300,000	1,200,235
Cashprovided by investing activities	100,000	100,235
Increase in cash	22,466	60,022
Cash, beginning ofyear	86,200	26,178

Cash, end of year	108,666	86,200

The accompanying notes are an integral part of these financial statements

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

1. NATURE OF THE BUSINESS

GHP Noetic Science-Psychedelic Pharma Inc. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on March 25, 2020 and is classified as a Capital Pool Company as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual (the “Manual”). On July 29, 2020, the Corporation completed its initial public offering trading under the symbol PSYF-P.V.

The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (as such term is defined in the Manual) ("QT"). The Corporation has not commenced commercial operations and has no assets other than cash and short term investments. Given the nature of the activities, no separate segmented information is reported. The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.

The head office and the registered head office of the Corporation is located at 18 Lumley Avenue Toronto, ON M4G 2X5 Canada.

On April 21, 2023, the Board of Directors of the Corporation approved the audited financial statements for the year ended December 31, 2022.

Qualifying Transaction

On February 4, 2021, the Corporation announced that it had entered into a non-binding letter of intent dated February 2, 2021 with Diamond Therapeutics Inc. (“Diamond”), as psychedelic drug development Corporation focused on low-dose therapies for mental health. On May 3, 2022, the Corporation announced the termination of this letter of intent between Diamond and the Corporation.

Subsequent to year end, the Corporation entered into a non-binding letter of intent. Refer to Note 8 for more information.

2. BASIS OF PRESENTATION

Statement of compliance

These financial statements are prepared by the Corporation in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of measurement

These financial statements have been prepared under the assumption that the Corporation operates as a going concern and have been prepared on an accrual basis and under historical cost except for certain financial instruments measured at fair value. Furthermore, these financial statements are presented in Canadian dollars which is the functional currency of the Corporation. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

These financial statements at December 31, 2022 have been prepared in accordance with the following accounting policies.

Cash

Cash is comprised of cash in bank that is readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial instruments

Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.

A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires.

Financial assets and financial liabilities are measured initially at fair value plus transactions costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value.

Financial assets and financial liabilities are measured subsequently as described below.

Financial assets

For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:

amortized cost,
fair value through profit or loss (“FVTPL”); or
fair value through other comprehensive income (“FVOCI”).

The classification is determined by both:

the Corporation’s business model for managing the financial asset; and
the contractual cash flow characteristics of the financial asset.

The category determines subsequent measurement and whether any resulting income and expense is recognized in profit or loss or in comprehensive income (loss) (all income and expenses relating to financial assets that are recognized in profit or loss are presented within interest income or other financial items).

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Subsequent measurement of financial assets

Financial assets at amortized cost

Financial assets are measured at amortized cost if the assets meet the following conditions (and are not designated as FVTPL):

they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

This category includes non-derivative financial assets like loans and receivables with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Corporation’s cash, advances receivable and short-term investments fall into this category of financial assets.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that are held within a different business model than ‘hold to collect’ or ‘hold to collect and sell’, and financial assets the contractual cash flows of which are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below).

Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique, where no active market exists. The Corporation does not have any financial instruments in this category as at December 31, 2022 or December 31, 2021.

Financial assets at fair value through other comprehensive income (FVOCI)

The Corporation accounts for financial assets at FVOCI if the assets meet the following conditions:

they are held under a business model whose objective it is to hold to collect the associated cash flows and sell; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Any gains or losses recognised in OCI will be recycled upon derecognition of the asset. The Corporation does not have any financial instruments in this category as at December 31, 2022 or December 31, 2021.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements

Years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of financial assets

IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss’ (“ECL”) model. The Corporation considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the financial instrument. In applying this forward-looking approach, a distinction is made between:

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (“Stage 1”); and
financial instruments that have deteriorated significantly in credit quality since initial recognition
and whose credit risk is not low (“Stage 2”).

“Stage 3” would cover financial assets that have objective evidence of impairment at the reporting date. However, none of the Corporation’s financial assets fall into this category.

“12-month expected credit losses” are recognised for the first category while “lifetime expected credit losses” are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

Classification and measurement of financial liabilities

The Corporation’s financial liabilities include accounts payable and accrued liabilities. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Corporation designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortized cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

The Corporation’s financial liabilities are accounts payable and accrued liabilities which are classified and measured at amortized cost.

Deferred share issuance costs

Deferred share issue costs represent direct costs incurred for the issuance of share capital. Such costs are classified as a reduction of share capital once the shares are issued. If consummation of the equity offering is not probable or the offering is abandoned, such costs are expensed.

Share-based compensation

The Corporation uses the fair value method to record stock options. The fair value of all share purchase options is expensed over their vesting period with a corresponding increase to contributed surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate and, therefore, do not necessarily provide a reliable single measure of the fair value of the Corporation’s share purchase options.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss per share

Basic loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares outstanding during the reporting period.

Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants (if dilutive).

The number of additional shares is calculated by assuming that outstanding dilutive stock options were exercised and the proceeds from such exercise were used to acquire common stock at the average market price during the reporting periods.

For the years ended December 31, 2022 and 2021, the diluted loss per share is equal to the basic loss per share because the effects of warrants and share purchase options (Note 6) is antidilutive as it would decrease the loss per share.

Share capital

The Corporation’s common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Warrants

The Corporation engages in equity financing transactions which may involve the issuance of common shares or share purchase warrants (“Warrants”). Depending upon the terms and conditions of each equity financing agreement, the Warrants are exercisable into additional common shares prior to expiry at a price stipulated by the agreement. Warrants are valued based on their fair value using the BlackScholes option pricing model and warrants that are issued as payment for an agency fee or other transaction cost may be accounted for as share based payments, depending on the terms of the issuance. The Warrants reserve includes charges related to issuance of warrants until such equity instruments are exercised, expire or are forfeited

Contributed surplus

Contributed surplus includes charges related to share-based compensation until such equity instruments are exercised, as well as expired or forfeited warrants.

Income taxes

Tax expense comprises current and deferred tax. Tax is recognized in the statement of loss and comprehensive loss except to the extent it relates to items recognized directly in equity.

Current tax

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred tax

Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Significant accounting judgments, estimates and assumptions

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of the assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The Corporation has identified the following critical accounting policies under which significant judgments, estimates and assumptions are made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

In particular, the Corporation has identified the following areas where significant judgments, estimates, and assumptions are required. Further information on each of these areas and how they impact the various accounting policies are described below and in the relevant notes to the financial statements.

Significant management judgments

The following are significant management judgments in applying the accounting policies of the Corporation and have the most significant effect on the financial statements.

Taxes

The Corporation recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Corporation’s deductible temporary differences which are based on management’s judgement on the degree of future taxable profits.

Financial instruments

The Corporation is required to classify its various financial instruments into certain categories for the financial instruments’ initial and subsequent measurement. This classification is based on management’s judgement as to the purpose of the financial instrument and to which category is most applicable.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Corporation based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Corporation. Such changes are reflected in the assumptions when they occur.

Share-based payments and fair value of warrants

Share-based payments and warrants issued are measured at the fair value of the equity instruments at the grant date. Determining the fair value of such share-based awards requires judgment as to the appropriate valuation model and the inputs for the model require assumptions including the rate of forfeiture of options granted, the expected life of the option, the expected volatility of the Corporation’s share price, the risk-free interest rate and expected dividends.

4. SHORT-TERM INVESTMENTS

Short-term investments consist of one (2021 – two) cashable in whole or part guaranteed investment certificate (“GIC”) in the amount of $1,000,000 (2021 - $1,100,000) that matures on October 12, 2023 (2021 – November 4, 2022). The annual interest rate of the prime-linked GIC is automatically adjusted when prime rate changes. As of December 31, 2022, the annual interest rate of the GIC is 4.45% (prime of 6.45% minus 2%).

5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Capital Management

The Corporation’s objectives when managing capital are to safeguard the Corporation’s ability to continue as a going concern and allow it to identify an appropriate business or asset in order to acquire such a business or asset.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Corporation, is reasonable. The Corporation monitors its share capital as capital. There were no changes in the Corporation’s approach to capital management during the year ended December 31, 2022. The Corporation’s investment policy is to hold cash in interest bearing bank accounts and investment in guaranteed investment certificates.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable and general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation.

As December 31, 2022 and 2021, the Corporation’s financial instruments consist of cash, short-term investments, advances receivable and accounts payable and accrued liabilities. The carrying values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Fair value

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. The Corporation classifies the fair value of the financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.
Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).
Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

As at December 31, 2022 and 2021 the Corporation did not have any financial instruments remeasured at fair value. The carrying amount of cash, short-term investments, advances receivable and account payable and accrued liabilities approximates its fair value due to the short-term maturities of these items.

It is management's opinion that the Corporation is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

Credit risk

Credit risk refers to the potential loss arising from any failure by counterparties to fulfill their obligations, as and when they fall due. It is inherent to the business as potential losses may arise due to the failure of its counterparties to fulfill their obligations on maturity periods or due to adverse market conditions. The Corporation’s financial assets exposed to credit risk are primarily composed of cash, short-term investments and advances receivable. Maximum exposure is equal to the carrying values of these assets. The Corporation’s cash and short-term investments are held in a Canadian bank. The advances receivable was repaid during the year. The financial assets of the Corporation are neither past due nor impaired as at December 31, 2022 or 2021.

Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they become due. As at December 31, 2022, the Corporation had a cash balance of $108,666 (2021 - $86,200) advances receivables of $Nil (2021 - $31,112) and short-term investments of $1,000,000 (2021 - $1,100,000) to settle current liabilities of $14,728 (2021 - $69,692). To the extent that the Corporation believes it has sufficient liquidity to meet its current obligations, the Board of Directors may consider securing additional funds through equity or partnering transactions to finance future operations. All the Corporation’s financial liabilities are normally paid within 30 days and are subject to normal trade terms. The Corporation has no source of operating cash flow to fund its evaluation potential Qualifying Transaction. Funding for a potential Qualifying Transaction requires equity or debt financing. The Corporation has limited financial resources and there is no assurance that funding will always be available to allow the Corporation to complete a Qualifying Transaction.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Corporation is exposed to interest rate risk to the

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

extent that the cash and short term investments maintained at the financial institution is subject to a floating rate of interest. The interest rate risks on cash and short term investments and on the Corporation’s obligations are not considered significant.

As at December 31, 2022 and 2021, the Corporation did not have any accounts in foreign currencies and was not exposed to foreign currency risk.

6. SHARE CAPITAL

Authorized

An unlimited number of common shares with no par value.

Issued and outstanding

Opening Balance, March 25, 2020 Private Placement – Common Shares Initial Public Offering Share Issuance costs Ending Balance, December 31, 2020	Number of Common Shares Amount
	$ - - 5,000,000 500,000 5,000,000 1,000,000 (198,177)
	10,000,000 1,301,823

There were no share capital transactions during the years ended December 31, 2022 or 2021

Private Placement

During the period ended December 31, 2020, the Corporation authorized a private placement of 5,000,000 common shares at a price of $0.10 per share for gross proceeds of $500,000 Share issuance costs of $15,000 were associated with these subscriptions.

Initial Public Offering

On July 29, 2020 the Corporation completed its Initial Public Offering (“IPO”). The IPO offered 5,000,000 Common Shares at a price of $0.20 per Common Share for gross proceeds of $1,000,000. The Corporation incurred $130,177 in cash share issuance costs associated with legal and underwriting fees and the original fair value estimated on grant of the agent warrants totaled $53,000.

Stock option plan

The Corporation has established a stock option plan available for directors, officers, employees and consultants, and has authorized a stock option pool equal to 10% of the outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors. At December 31, 2022, the available option pool was 1,000,000 (2021 - 1,000,000) and outstanding stock options totaled 1,000,000 (2021 - 1,000,000).

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

6. SHARE CAPITAL (CONTINUED)

Options may be granted for a maximum term of ten years from the date of the grant. They are nontransferable and are exercisable as determined by the Board of Directors when the option is granted. Options expire within 90 days of termination of employment or holding office as director or officer of the Corporation (other than in connection with the completion of the QT – in which case 1 year) and, an the case of death, expire with a maximum period of one year after such death, subject to the expiry date of the option.

Any options granted, and any shares issued upon exercise of options, prior to the Corporation’s completion of a QT will be subject to escrow restrictions. In addition to the forgoing, any options with an exercise price less than the offering price per common share in the IPO will be subject to the same escrow release schedule as the common shares issued for a price less than the offering price per common share in the IPO.

A summary of the Corporation’s stock options and changes during the periods is presented below:

		2022		2021
	Number of Options	Weighted Average Exercise Price($)	Number of Options	Weighted Average Exercise Price ($)
Outstanding, beginningand end ofyear	1,000,000	0.20	1,000,000	0.20
Exercisable, beginningand end ofyear	1,000,000	0.20	1,000,000	0.20

The following table summarizes the options outstanding and exercisable:

	For	the year ended	December 31, 2022	December 31, 2022		For	the year ended	December 31, 2021	December 31, 2021
	Options Outstanding			Options Exercisable		Options Outstanding			Options Exercisable
			Weighted					Weighted
Exercise Price ($)		Number Outstanding	Average Remaining Contractual	Number Exercisable	Exercise Price ($)		Number Outstanding	Average Remaining Contractual	Number Exercisable
			Life (years)					Life (years)
$	0.20	1,000,000	2.58	1,000,000	$	0.20	1,000,000	3.58	1,000,000

The fair value of options granted is determined using the Black-Scholes option pricing model. The underlying expected volatility was determined by reference to historical data of the Corporation’s shares over the expected life of the options. There were no stock options issued during the years ended December 31, 2022 and 2021.

GHP Noetic Science-Psychedelic Pharma Inc. Notes to the Financial Statements Years ended December 31, 2022 and 2021

6. SHARE CAPITAL (CONTINUED)

Agent warrants

On July 29, 2020, the Corporation granted 500,000 warrants as part of the units sold through their initial public offering. Each warrant is exercisable into one common share of the Corporation at a price of $0.20 per share and expired on July 29, 2022.

These warrants expired during the year and the fair value of the warrants was reclassified to contributed surplus. As at December 31, 2022 there were no (2021 – 500,000) outstanding warrants

7. KEY MANAGEMENT PERSONNEL AND DIRECTOR COMPENSATION

Key management personnel are those individuals having authority and responsibility for planning, directing and controlling the activities of the Corporation and are defined as the Chief Officers of the Corporation and the Corporation’s Board of Directors.

During the year ended December 31, 2022, the amount owing from a Partnership, for which a partner is a shareholder of the Corporation in the amount of $31,112, was paid in full.

During the year ended December 31, 2022, the Corporation was invoiced $9,407 (2021 - $9,351) by a Company controlled by a director and officer for administration services provided. There remains no amount outstanding in accounts payable and accrued liabilities at December 31, 2022 or 2021.

There was no key management compensation incurred for the year ended December 31, 2022 or 2021.

8. SUBSEQUENT EVENT

On February 9, 2023, the Corporation announced that it had entered into a non-binding letter of intent dated February 6, 2023 with Xcyte Digital Corp. (“Xcyte”), a technology company focused on providing services for entities to deliver and enhance their brand in the metaverse. The letter of intent sets out the mutual understanding in regard to the broad terms of the proposed Qualifying Transaction (“Transaction”).

The Transaction is expected to proceed by way of a three-cornered amalgamation, pursuant to which Xcyte will merge with a wholly-owned subsidiary of the Corporation formed for the purposes of completing the Transaction, following which the Corporation will change its name to Xcyte Digital Corporation. The final structure of the Transaction will be determined after the parties have considered applicable tax, securities and accounting matters. The Transaction will be subject to, among other items, the execution of a definitive agreement (the “Definitive Agreement”) to be negotiated by the parties.

Prior to the closing, the Corporation and Xcyte are expected to undertake a private placement of subscription receipts to raise gross proceeds of up to $4,000,000.

On March 30, 2023, the Corporation and Xcyte amended the letter of intent to extend the date for which the letter of intent would be considered to be terminated from March 30, 2023 to April 29, 2023.

9. COMPARATIVE FIGURES

Certain prior year comparative figures were reclassified to conform with current year presentation. Bank charges of $102 were reclassified to be included within Office/General administrative expenses on the statement of loss and comprehensive loss. There was no change to net loss and comprehensive loss for the year ended December 31, 2021.

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis For the year ended December 2022

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis For the year ended December 31, 2022

Dated: April 21, 2023

The following management discussion and analysis (“MD&A”) of the financial condition and results of operations of GHP Noetic Science-Psychedelic Pharma Inc. (the “Corporation”) was prepared by management of the Corporation as at December 31, 2022, and should be read in conjunction with the Corporation’s audited financial statements as of December 31, 2022 and 2021 (the “Financial Statements”). Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

The Financial Statements have been prepared by management and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). All amounts are expressed in Canadian dollars unless otherwise stated. Other information contained in this document has also been prepared by management and is consistent with the data contained in the Financial Statements.

The Corporation’s certifying officers are responsible for ensuring that the annual financial report and MD&A do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Corporation’s certifying officers certify that the annual financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the Corporation as the date of and for the periods presented in the interim filings.

The Audit Committee and the Board of Directors provide an oversight role with respect to all public financial disclosures by the Corporation. The Board of Directors approves the Financial Statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports, prior to filing.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements”. All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the Corporation’s future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Corporation’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to risks associated with: limited operating history; no history of earnings or payment of any dividends; unlikely to generate earnings or pay dividends in the immediate or foreseeable future; no current business operations; no current assets other than cash; ability to complete a qualifying transaction; ability to raise additional funds if required; potential dilution of shares as a result of potential qualifying transaction; reliance on management team; conflicts of interest among certain directors and officers of the Corporation; lack of liquidity for shareholders of the Corporation; and market risk. See “Risks and Uncertainties”.

Management provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Corporation. These forward-looking statements are made as of the date of this MD&A, and the Corporation assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Corporation’s present and future business strategies and the environment in which the Corporation will operate in the future, including assumptions regarding business and operating strategies.

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis For the year ended December 31, 2022

Description of the Business

The head office and the registered head office of the Corporation is located at 18 Lumley Avenue Toronto, ON M4G 2X5 Canada.

On April 21, 2023, the Board of Directors of the Corporation approved the audited financial statements for the year ended December 31, 2022

Qualifying Transaction

On February 4, 2021, the Corporation announced that it had entered into a non-binding letter of intent dated February 2, 2021 with Diamond Therapeutics Inc. (“Diamond”), as psychedelic drug development Corporation focused on low-dose therapies for mental health. On May 3, 2022 the Corporation announced the termination of this letter of intent between Diamond and the Corporation.

Prior to the closing, the Corporation and Xcyte are expected to undertake a private placement of subscription receipts to raise gross proceeds of up to $4,000,000.

On March 30, 2023 the Corporation and Xcyte amended the letter of intent to extend the date for which the letter of intent would be considered to be terminated from March 30, 2023 to April 29, 2023.

Selected Financial Information

The following selected financial data is derived from the financial statements of the Corporation prepared within acceptable limits of materiality and are in accordance IFRS.

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis

For the year ended December 31, 2022

Selected Statement of Financial Position Data

	As at	As at
	December 31, 2022	December 31, 2021
Net working capital	1,093,938	1,147,620
Total current assets	1,108,666	1,217,312
Total current liabilities	14,728	69,692
Total shareholders’ equity	1,093,938	1,147,620

Quarterly Information

Net (loss) for the period Weighted average number of shares Net (loss) per share Net (loss) for the period Weighted average number of shares Net (loss) per share	Three months ended
	December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022
	(7,820) (13,521) (17,480) (14,861) 10,000,000 10,000,000 10,000,000 10,000,000 0.00 0.00 0.00 0.00 Three months ended
	December31,2021 September30,2021 June 30,2021 March31,2021
	(50,674) 6,658 (9,567) (25,524) 10,000,000 10,000,000 10,000,000 10,000,000 0.01 0.00 (0.00) 0.00

Selected Statement of loss and comprehensive loss

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition. The following table sets forth selected results of operations for the year ended December 31, 2022.

Interest Income Expenses Net (loss) for the period Basic income (loss) per share	Year ended December 31, 2022 Year ended December 31, 2021
	8,802 7,593 62,484 86,700 (53,682) (79,107) (0.01) (0.01)

The expenses in the year ended December 31, 2021 were elevated in comparison to 2022 due to increased costs incurred in connection with the review of potential Qualifying Transaction with Diamond which was terminated in February 2022.

Results of Operations

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

During the year ended December 31, 2022, the Corporation recorded a net loss of $53,682 consisting of $62,484 in expenses and $8,802 in interest income earned on its short term investments.

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis

For the year ended December 31, 2022

Additional Disclosure for Venture Corporations without Significant Revenue

The following table sets forth a breakdown of material components of the Corporation for the year ended December 31, 2022 and December 31, 2021.

	Year Ended	Year Ended
	December 31, 2022	December 31, 2021

Filing fees	$16,559	$23,349
Legal and professional fees	$30,634	$68,460
Office/General administrative expenses (recovery)	$15,291	($5,109)
	$62,484	$86,700

Legal and professional fees declined in the year ended December 31, 2022 due to the year ended December 31, 2021 including increased costs with respect to the proposed qualifying transaction with Diamond. Office/General administrative expenses increased in the year December 31, 2022 as the year ended December 31, 2021 included a recovery from a shareholder of the Corporation in the amount of $15,467.

The following table sets forth a breakdown of material components of the general and office costs of the Corporation for each of the quarters.

Filing Fees Legal and Professional Fees Office/General administrative	December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 $2,695 $508 $4,685 $8,671 $2,163 $11,481 $9,735 $7,255 $8,024 $1,533 $5,543 $191 $12,882 $13,522 $19,963 $16,117 Three months ended

Liquidity, Capital Resources, and Outlook

As of December 31, 2022 the Corporation had working capital of $1,093,938. This included $108,666 in cash and short term investments maturing October 12, 2023 of $1,000,00 offset by accounts payable and accrued liabilities of $14,728. Additional equity or debt financing may be required to complete a Qualifying Transaction.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements as of December 31, 2022.

Transactions with Related Parties

During the year ended December 31, 2022, the Corporation was invoiced $9,407 (2021 - $9,351) by a Company (hyperNET Inc.) controlled by a director (Paul Barbeau) and officer for administration services provided.

The following entities are classified as related parties due to the following:

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis

For the year ended December 31, 2022

Related Party Relationship Paul Barbeau CEO and Director Warren Wright CFO and Director Sa’ad Shah CS and Director George Main Director Andrew Jolley Director hyperNET Inc Controlled by Paul Barbeau

Critical Accounting Estimates and Policies

The Corporation’s significant accounting policies and the adoption of new accounting policies, if any, are disclosed in the financial statements for the year ending December 31, 2022.

Financial Instruments and Other Instruments

The Corporation’s financial instruments consist of cash, short-term investments and accounts payable and accrued liabilities. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments and that the fair value of these financial instruments approximates their carrying values.

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Corporation:

Authorized Outstanding Voting or equity securities issued and Unlimited Common Shares 10,000,000 Common Shares outstanding Securities convertible or exercisable Directors’ and officers’ stock options to into voting or equity securities – stock acquire up to 10% of the outstanding 1,000,000 Stock Options options Common Shares Voting or equity securities issuable on conversion or exchange of outstanding (as above) (as above) securities

Risks and Uncertainties

The Corporation has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Corporation will be able to obtain adequate financing to continue operations. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities:

(a) until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
(b) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;
(c) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;
(d) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Corporation;

GHP Noetic Science-Psychedelic Pharma Inc. Management’s Discussion and Analysis For the year ended December 31, 2022

(e) there can be no assurance that an active and liquid market for the Corporation’s common shares will develop and an investor may find it difficult to resell its common shares;
(f) upon public announcement of a proposed Qualifying Transaction, trading in the Corporation’s common shares will be halted and will remain halted for an indefinite period of time, typically until a Sponsor has been retained and certain preliminary reviews have been conducted. The Corporation’s common shares will be reinstated to trading before the Exchange has reviewed the transaction and before the Sponsor has completed its full review. Reinstatement to trading provides no assurance with respect to the merits of the transaction or the likelihood of the Corporation completing the proposed Qualifying Transaction; and
(g) trading in the Corporation’s common shares may be halted at other times for other reasons, including for failure by the Corporation to submit documents to the Exchange in the time periods required.

Disclosure Controls and Procedures

Management has designed disclosure controls and procedures to provide reasonable assurance that material information relating to the Corporation is made known to the Chief Executive Officer and the Chief Financial Officer by others within the Corporation, in an accurate and timely manner in order for the Corporation to comply with its continuous disclosure and financial reporting obligations and in order to safeguard assets.

Other Information

Additional information about the Corporation is available on SEDAR at www.sedar.com

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Xcyte Digital Corp. — AGM Information 2023

47914_rns_2023-07-18_1d17abb9-1729-45e3-b665-06c887b69825.pdf

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Webcast URL: https://join.onstreammedia.com/live/31868937/080823

Dial‐in numbers: US Toll free: (866) 682‐6100

International direct: +1 (862) 298‐0702

BY ORDER OF THE BOARD OF DIRECTORS

GHP NOETIC SCIENCE‐PSYCHEDELIC PHARMA INC. INFORMATION CIRCULAR

July 12, 2023

Webcast URL: https://join.onstreammedia.com/live/31868937/080823

Dial‐in numbers: US Toll free: (866) 682‐6100

International direct: +1 (862) 298‐0702

SOLICITATION OF PROXIES

APPOINTMENT OF PROXIES

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

REVOCATION OF PROXIES

VOTING BY NON‐REGISTERED SHAREHOLDERS

VOTING SHARES AND RECORD DATE

PRINCIPAL HOLDERS OF VOTING SHARES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AT THE MEETING

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

XCYTE BUSINESS COMBINATION – BACKGROUND

FINANCIAL STATEMENTS

APPOINTMENT AND REMUNERATION OF AUDITOR

ELECTION OF DIRECTORS

The Board recommends that Shareholders vote FOR:

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

SHARE REORGANIZATION

Summary Share Terms

Subordinate Voting Shares

Multiple Voting Shares

Implementation

“RESOLVED AS A SPECIAL RESOLUTION THAT:

The Board recommends that Shareholders vote FOR the adoption of the Share Reorganization Resolution. Unless a Shareholder directs that their Shares be voted against the Share Reorganization Resolution, the Management Appointees will vote FOR the Share Reorganization Resolution.

NAME CHANGE

“RESOLVED AS A SPECIAL RESOLUTION THAT:

CONSOLIDATION OF OUTSTANDING SECURITIES

Certain Risks Associated with the Consolidation

Principal Effects of the Consolidation

Tax Effect

Notice of Consolidation and Letter of Transmittal

Non‐Registered Shareholders

Fractional Shares

Percentage Shareholdings

Implementation

“RESOLVED AS A SPECIAL RESOLUTION THAT:

ADOPTION OF OMNIBUS INCENTIVE PLAN

Summary of the Omnibus Plan

Purpose, Administration and Eligible Participants

Shares Subject to the Omnibus Plan

Options

Nature of Options

Option Awards

Option Agreements

Option Price

Option Term

Exercise of Options

Incentive Stock Options

Share Appreciation Rights

Nature of a SAR

SAR Awards

Settlement

Share Units

Nature of Share Units

Share Unit Awards

Share Unit Agreements

Vesting of Share Units

Redemption / Settlement of Share Units

Determination of Amounts

Award of Dividend Equivalents

Deferred Share Units

Nature of a DSU

Market Fluctuation

DSU Awards

DSU Agreements

Redemption / Settlement of DSUs

Xcyte Digital Corp. AGM Information 2023