Xcyte Digital Corp.

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 subordinate voting shares (each, an “ SV Share ”) and multiple voting shares (each, an “ MV Share ”) in the capital of Xcyte Digital Corp. (the “ Company ”) will be held virtually using the Webinar.net virtual platform, accessible at https://app.webinar.net/K0QbPe0nMO1 (the “ Platform ”), at 11:00 a.m. (Toronto time) on Wednesday, August 28, 2024, for the following purposes:

to receive the audited financial statements of the Company for the fiscal year ended September 30, 2023, and the auditors’ report thereon;
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 ”), to hold office until the next annual general meeting of the Shareholders or until their earlier death, resignation or removal;
to re-appoint MNP LLP as the auditor of the Company for the fiscal year ending September 30, 2024 at such remuneration as may be fixed by the Board;
to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving amendments to the Company's amended and restated omnibus equity incentive plan (the “ Plan ”) to amend the Plan to a “fixed 20%” Plan, such that the number of awards that may be granted under the Plan is fixed at a maximum of 17,754,000 SV Shares (being 20% of the issued and outstanding SV Shares on an as-converted basis assuming conversion of all issued and outstanding MV Shares as at the date of this Notice), certain provisions of which shall also require the approval of Disinterested Shareholders in order to become effective, all as more fully described in the information circular that accompanies this Notice (the “ Circular ”) and in the full text of the Plan, as proposed to be amended, as set out in Schedule A to the Circular; and
to transact such other business as may properly be brought before the Meeting or any adjournment of the Meeting.

Shareholders will be able to attend and participate in the Meeting virtually via the Platform, 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 11:00 a.m. (Toronto time) on August 26, 2024.

Shareholders are encouraged to vote so that your Shares are represented and voted 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 its instructions 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://app.webinar.net/K0QbPe0nMO1

Dial-in numbers: Canada: (647) 932-3411; United States: (646) 307-1963; Toll-Free: (800) 715-9871

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 July 22, 2024, 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 22[nd ] day of July, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“Randy Selman”

Randy Selman Chief Executive Officer and Director

XCYTE DIGITAL CORP.

MANAGEMENT INFORMATION CIRCULAR

July 22, 2024

This management information circular (this “ Circular ”) is furnished in connection with the solicitation of proxies by and on behalf of the management of Xcyte Digital Corp. (the “ Company ”) for use at the annual general and special meeting (the “ Meeting ”) of the holders (each, a “ Shareholder ”) of subordinate voting shares (each, an “ SV Share ”) and multiple voting shares (each, an “ MV Share ” and, collectively with the SV Shares, the “ Shares ”)) in the capital of the Company, to be held virtually on the Webinar.net virtual platform, at the website URL set out below (the “ Platform ”), at 11:00 a.m. (Toronto time) on August 28, 2024, 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 ”). For purposes of this Circular, “ Person ” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association or governmental entity.

Unless otherwise specified, information contained in this Circular is given as of July 22, 2024. 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 registered 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 Platform, please use one of the following:

Webcast URL: https://app.webinar.net/K0QbPe0nMO1

Dial-in numbers: Canada: (647) 932-3411; United States: (646) 307-1963; Toll-Free: (800) 715-9871

Shareholders will be entitled to attend and participate virtually at the Meeting via the Platform, 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 11:00 a.m. (Toronto time) on August 26, 2024. 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. 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.

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 for 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.

PROXY RELATED INFORMATION

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 a 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

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.

Revocations 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 11:00 a.m. (Toronto time) on August 26, 2024, 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 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 SECURITIES AND RECORD DATE

In accordance with the provisions of the Business Corporations Act (Ontario) (the " OBCA "), the Company has fixed July 22, 2024 (the “ Record Date ”) as the record date for the purpose of determining Shareholders entitled to receive notice of and to vote at the Meeting

The Company is authorized to issue an unlimited number of SV Shares, of which 10,999,999 SV Shares were issued and outstanding as of the Record Date, and an unlimited number of MV Shares, of which 7,777 were issued and outstanding as of the Record Date. Each MV Share is convertible into 10,000 SV Shares (representing an aggregate of 77,770,000 SV Shares assuming conversion of all outstanding MV Shares) in accordance with the articles of the Company.

Each holder of SV Shares shall be entitled to one vote at the Meeting and any adjournment or postponement of the Meeting for each SV Share held by such Shareholder on the Record Date, and each holder of MV Shares shall be entitled to 10,000 votes at the Meeting and any adjournment or postponement of the Meeting for each MV Share held by such Shareholder on the Record Date. Any Shareholder holding a fraction of an MV Share on the Record Date shall be entitled to such number of votes at the Meeting as is determined by multiplying such fraction by 10,000 and rounding the product down to the nearest whole number. Holders of SV Shares and MV Shares will vote together on all matters at the Meeting as if they were one class of shares.

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 SECURITIES

As of the Record Date, to the knowledge of the directors and officers of the Company, no Person 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 SV Shares (on an as converted basis, assuming conversion of all outstanding MV Shares), except as stated below.

Name of Shareholder	Number of Shares	Percentage of Class(1)
Onstream Media Corporation	5,680 MV Shares(2)	64.0%

(1) Calculated on an as-converted and undiluted basis assuming the conversion of all MV Shares into SV Shares based on 88,769,999 Shares issued and outstanding as at the Record Date.

(2) Convertible into an aggregate of 56,800,000 SV Shares.

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 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.

FINANCIAL STATEMENTS

The audited annual financial statements of the Company for the year ended September 30, 2023, together with the auditor's report thereon, will be tabled at the Meeting, but no vote will be taken thereon. Such financial statements are also available on the Company's SEDAR+ profile at www.sedarplus.ca.

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, Randy Selman, Alan Saperstein, Michele Middlemore, and David Adler (collectively, the “ 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 Nominees to act as directors of the Company.

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.

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.

Advance Notice Provisions

The Company’s by-laws provide that Shareholders seeking to nominate candidates for election as directors must provide timely notice, in writing, to the Company (the “ Advance Notice Provisions ”). To be timely, a Shareholder’s notice must be received by the Company: (i) in the case of an annual meeting of Shareholders, not less than 30 days prior to the date of such meeting, provided, however, that in the event that such meeting is to be held on a date that is less than 50 days after the date on which the first public announcement (the “Notice Date”) of the date of such meeting was made, notice by a Shareholder may not be given later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the Notice Date. As of the date of this Circular, the Company has not received notice of any additional nominations in compliance with the Advance Notice Provision.

Director Nominee Information

The following table sets forth, for each Nominee, the positions and offices they hold with the Company following, 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, or over which control or direction is exercised as of the date hereof.

Name, Residence and Office Held	Principal Occupation, Business or Employment	Director Since	Number of SV Shares or MV Shares	Percentage of voting shares owned or controlled(1)
Randy Selman Waxhaw, North Carolina, USA Chief Executive Officer and Director	Mr. Selman is the CEO, a director and founder of the Company, and is also a co-founder of, and has served as CEO, President and Chairman of Onstream Media Corporation (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.	November 9, 2023	5,680 MV Shares(2)(3)	63.99%
Alan Saperstein Boca Raton, Florida, USA Chief Operating Officer and Director	Mr. Saperstein is the COO and a director of the Company, and is also a co-founder and COO of Onstream Media Corporation. 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.	November 9, 2023	5,680 MV Shares(2)(4)	63.99%
Michele Middlemore(9) 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.	November 9, 2023	200,000 SV Shares(5)(6)	0.23%
David Adler(9) Washington, D.C., USA Director	Mr. Adler is founder of BizBash, a leading event planning platform, and the founder of_Washington_ Dossier, a magazine highlighting Washington, D.C.’s power scene. An entrepreneur with a deep interest in fostering connections, he authored “Harnessing Serendipity,” focusing on collaboration. He’s also a partner in Adler Entertainment Trust. Based in Washington, D.C., he is passionate about innovative community-building.	November 9, 2023	Nil(7)	-

Name, Residence and Office Held	Principal Occupation, Business or Employment	Director Since	Number of SV Shares or MV Shares	Percentage of voting shares owned or controlled(1)
Paul Barbeau(9) Ottawa, Ontario Director	Mr. Barbeau was the CEO and a director of the Company until the completion of its Qualifying Transaction on November 9, 2023. He is 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 ofprivate andpublic companies.	July 24, 2020	40,000 SV Shares(8)	0.05%

(1) Calculated on an as-converted and undiluted basis based on 88,769,999 SV Shares issued and outstanding on the Record Date on an as-converted basis, assuming the conversion of all MV Shares into SV Shares.
(2) These MV Shares (which are convertible into 56,800,000 SV Shares) are registered in the name of Onstream Media Corporation. Control and direction of these MV Shares is held by Mr. Selman and Mr. Saperstein.
(3) Excludes 1,500,000 Resulting Issuer Options held by Mr. Selman as at the date of this Circular.
(4) Excludes 950,000 Options held by Mr. Saperstein as at the date of this Circular.
(5) Ms. Middlemore exercises control and direction over these SV Shares, which are registered in the name of MC2 Business Advisors, a company of which Ms. Middlemore is a managing director.
(6) Excludes 650,000 Options held by Ms. Middlemore as at the date of this Circular.
(7) Excludes 650,000 Options held by Mr. Adler as at the date of this Circular.

(8) Excludes 1,533,333 Options held by Mr. Barbeau as at the date of this Circular.

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

The Board unanimously recommends that the Shareholders vote FOR the following resolution.

“RESOLVED AS AN ORDINARY RESOLUTION THAT:

The setting of the number of directors of the Company at five be and is authorized and approved; and
The election of Randy Selman, Alan Saperstein, Paul Barbeau, Michele Middlemore and David Adler as directors of the Company, to hold office until the earlier of the next annual general meeting of the Company, their resignation or removal, or such time as their successors are duly elected or appointed in accordance with the Company’s constating documents, is authorized and approved.”

Unless another choice is specified, the Management Appointees intend to vote FOR the setting of the numbers of directors at five and the election of each of the Nominees. The 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.

The form of the proposed resolution set out above is subject to such amendments as management may propose at the Meeting but which do not materially affect the substance of the proposed resolution. The resolution must be approved by more than 50% of the votes cast by Shareholders present in person or represented by proxy at the Meeting.

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.

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.

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.

APPROVAL OF 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 September 30, 2024, 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 September 30, 2024 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.

APPROVAL OF AMENDMENT AND RESTATEMENT OF OMNIBUS EQUITY INCENTIVE PLAN

General

The Board has determined that it is advisable to amend the Company’s previously adopted omnibus equity incentive plan (the “ Plan ”), which was last approved by the Shareholders on August 8, 2023, to amend the Plan, as further described below, from a “rolling 10%” plan to a “fixed 20%” plan, such that the maximum number of SV Shares underlying Awards (as defined below) granted under the Plan will be fixed at a maximum of 17,754,000 SV Shares (the “ Proposed Plan Amendments ”), representing 20% of the Issued Shares (as defined below) as at the date of this Circular.

Pursuant to the policies of the TSXV, the Company is required to obtain Shareholder approval of the Plan in connection with any material amendment of the Plan. Accordingly, at the Meeting, the Shareholders will be asked to pass an ordinary resolution to approve the Plan. In addition, in order for certain provisions of the Plan to become effective, the Plan Resolution (as defined below) must be approved by a majority of the Disinterested Shareholders (as defined below). For purposes of this Circular:

" Award " means any Option, Share Unit, DSU or SAR (each as defined below) granted pursuant to, or otherwise governed by, the Plan;
“ Disinterested Shareholders ” means Shareholders other than Insiders (as defined below) to whom Awards have been or may be granted under the Plan and each of their respective Associates and Affiliates (as defined in the policies of the TSXV);
“ Insider ” means (a) a director or officer of the Company; (b) a director or officer of the Company that is itself an Insider or a subsidiary of the Company; or (c) a Person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, more than 10% of the Issued Shares (as defined below), excluding, for the purpose of the calculation of the percentage held, any securities held by the Person as underwriter in the course of a distribution; and
“ Issued Shares ” means the sum of (a) the number of issued and outstanding SV Shares at an applicable time plus (b) the number of SV Shares that the issued and outstanding MV Shares at an applicable time are convertible into.

A redline reflecting the Proposed Plan Amendments, as compared to the Plan as approved by the Shareholders at the Company’s last annual general and special meeting on August 23, 2023, is attached as Schedule A to this Circular. In the event of any inconsistency between the below and the provisions of the Plan, the provisions of the Plan will govern.

Proposed Amendment to Increase Shares Subject to the Plan and Related Amendments

As at the date of this Circular, the Plan is a “rolling” plan, pursuant to which the aggregate number of SV Shares reserved for issuance pursuant to Awards granted under the Plan may not exceed 10% of the Issued Shares from time to time.

As at the date of this Circular, there are 8,066,667 SV Shares reserved for issuance upon the exercise of outstanding Options, being the only Awards granted under or otherwise governed by the Plan, representing, in aggregate, 9.09% of the Issued Shares as at the date of this Circular, leaving 810,333 SV Shares currently available to be reserved for issuance pursuant to new grants of Awards under the Plan.

The Company is proposing to amend the Plan to provide that the maximum number of SV Shares reserved for issuance pursuant to Awards granted under the Plan will be fixed at a maximum of 17,754,000 SV Shares, representing 20% of the Issued Shares as at the date of this Circular. If the Proposed Plan Amendments are approved at the Meeting, the number of Shares reserved for issuance pursuant to new grants of Awards under the Plan will increase from 810,333 to 9,687,333 (after taking into account the 8,066,667 SV Shares reserved for issuance pursuant to Awards granted under the Plan as at the date of this Circular).

The Proposed Plan Amendments also provide that if an outstanding Award (or portion of an Award) is settled in cash, cancelled, terminated, surrendered or forfeited, or expires, without being exercised, and provided that no SV Shares or other securities of the Company have been issued under the Plan in connection with the foregoing, 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 the Plan.

Unless the Plan Amendment Resolution (as defined below) is approved by the Disinterested Shareholders at the Meeting, in no event will the Plan, together with any other established and outstanding share compensation arrangement (if any) of the Company, permit at any time (a) the maximum aggregate number of SV 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 SV 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 SV Shares that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (including, where permitted under the 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. For greater certainty, if the Plan Amendment Resolution is approved by the Shareholders as a whole, but not by the Disinterested Shareholder, the Company will not be permitted to grant any Awards to the extent that such grant would cause any of the foregoing limits to be exceeded, unless Disinterested Shareholder approval for any such grant is obtained.

Summary of the Plan

The following is a summary of the material terms of the Plan (assuming the Proposed Plan Amendments are approved), and is qualified in its entirety by the full text of the Plan (as proposed to be amended) that is attached as Schedule A to this Circular. In the event of any inconsistency between the below and the provisions of the Plan, the provisions of the Plan will govern. All references to the Company in this summary includes all subsidiaries of the Company.

Eligible Participants

The Plan is intended 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.

Under the Plan, an “ Eligible Participant ” means (a) in respect of a grant of stock options (each, an “ Option ”), any director, employee or consultant, (b) in respect of a grant of restricted share units (each, an “ RSU ”), performance share units (each, a “ PSU ” and, collectively with the RSUs, each, a “ Share Unit ”) or share appreciation rights (each, an “ SAR ”), any director, employee or consultant other than an Investor Relations Services Provider (as defined in the Plan), and (c) in respect of a grant of deferred share units (each, a “ DSU ”), any non-employee director other than an Investor Relations Services Provider. Each Award will be granted pursuant to an agreement, which will be subject to all of the applicable terms of the Plan.

The maximum aggregate number of SV Shares that may be reserved for issuance pursuant to Awards granted under the Plan in any 12 month period to any one Consultant (as defined in the Plan) must not exceed 2% of the Issued Shares, calculated as at the date any Award is granted or issued to the Consultant. The maximum aggregate number of SV 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 an Award is issued or granted.

Investor Relations Services Providers may not receive any Awards other than Options. For so long as the Company 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 Company of 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 Company 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 .

Option Awards

Each Option will be exercisable into one SV Share at any time after vesting at the discretion of the holder (subject to compliance with applicable securities laws, including any applicable blackout periods). The exercise price of an Option will be determined and approved by the Board when such Option is granted and will be not less than the Market Price (as defined in the Plan), less any discount permitted by the TSXV.

The Board will determine, at the time of granting a particular Option, the period during which such Option will be exercisable, which will not be more than 10 years after the date of grant (which may be shortened in accordance with the terms of the 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. 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.

Each Option will vest in accordance with the terms of the agreement entered into in respect of such grant. Notwithstanding the foregoing, Options granted to Investor Relations Services 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 Services Providers is allowed without the prior acceptance of the TSXV.

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, as further provided in the Plan, including, if the Company is listed on the TSXV, Section 4.8(d)(i) of TSXV Policy 4.4, which provides that: (a) the Company may have an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Shares underlying the Options; (b) the brokerage firm then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and (c) the brokerage firm receives an equivalent number of Shares from the exercise of the Options and the Participant then receives the balance of the Shares or the cash proceeds from the balance of such Shares.

The Board may, in its sole discretion and in accordance with TSXV policies (including, if the Company 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 as is equal to the quotient obtained by dividing (a) the product of the number of Options being exercised multiplied by the difference between: (i) the volume weighted average trading price of the Shares on the TSXV, 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 (the “ VWAP ”), and (ii) the exercise price of such Options; by (b) the VWAP.

Share Appreciation Rights

An 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 SV Shares, as determined by the Board in its sole discretion, equal to the "appreciation value" of such SAR, being an amount equal to the Market Price on the date the SAR is settled less the "base value" of the SAR, which will be determined by the Board and will not be less than the Market Price on the date of grant. All SARs will have a nil value as of the date of grant. Each grant of an SAR will be evidenced by an SAR agreement, which will be subject to all applicable terms of the Plan.

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 SAR shall expire on the earlier of: (a) December 15th of the calendar year in which any 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.

Each SAR will be settled and automatically paid out by the Company, in cash, SV 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.

Restricted Share Units and Performance Share Units

A Share Unit (being either an RSU or a PSU) is an Award granted to an Eligible 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” (each as further described in the Plan). Each grant of a Share Unit will be evidenced by a Share Unit agreement, which will be subject to all applicable terms of the Plan. 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.

Subject to the provisions of the Plan, the restrictions and conditions on vesting of any Share Unit that may be imposed by the Board may be based on the passage of time during continued employment or other service relationship, or the achievement of specified performance criteria, or both, and 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, SV Shares from treasury to the Participant (as defined in the Plan) (or its legal representative). All Cash-or-Share Settled Share Units will be settled by the Company, in its sole discretion, on the redemption date either: (a) by a cash payment to the holder; (b) by the issuance of SV 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 SV Shares in the open market, which SV 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 SV 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.

Deferred Share Units

A DSU is a phantom award granted to an Eligible Participant that, upon settlement, entitles the holder to receive cash or acquire SV 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 (provided that such DSU does not expire prior to being settled). 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.

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 DSU by the issuance of SV Shares, the Company will issue one SV Share for each DSU, subject to adjustment and withholding as provided in the Plan. Each DSU grant will be evidenced by a DSU agreement, which will be subject to all applicable terms and conditions of the Plan.

Ceasing to be an Eligible Participant

Provisions Applicable to Options – Except as otherwise provided in any Award agreement or any employment, consulting or other applicable agreement, each Option will be subject to the following conditions:
Termination for Cause. Upon a holder ceasing to be an Eligible Participant for Cause (as defined below), any vested or unvested Option granted to such holder will terminate automatically and become void immediately. A determination by the Company that a holder was discharged for Cause will be binding on such holder. " Cause " will include, among other things, gross misconduct, theft, fraud, breach of confidentiality, breach of the Company’s code of conduct and any other reason determined by the Company to be cause for termination.
Termination Not for Cause; Resignation; Retirement or Permanent Disability. Upon a holder ceasing to be an Eligible Participant as a result of their employment or service relationship being terminated without Cause, or their resignation, or their retirement or permanent disability: (a) each unvested Option granted to such holder will terminate and become void immediately, and (b) each vested Option held by such holder will cease to be exercisable on the earlier of (i) 90 days after the holder’s Termination Date (as defined in the Plan) or date of retirement or permanent disability, as the case may be (or such later date as the Board may, in its sole discretion, determine, provided that such date is no later than 12 months after the Participant’s Termination Date), and (ii) the expiry date as set forth in the applicable Award agreement.

Death. Upon a holder ceasing to be an Eligible Participant by reason of death: (a) each unvested Option granted to such holder will terminate and become void immediately, and (b) each vested Option held by such holder at the time of death may be exercised by the legal representative of such holder , provided that any such vested Option will cease to be exercisable on the earlier of (i) the date that is 12 months after such holder’s death or (ii) the expiry date as set out in the applicable Award agreement.
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 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, 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.
Provisions Applicable to all Awards other than Options – Except as otherwise provided in any Award agreement or any employment, consulting or other applicable agreement, all Awards (other than Options) will be subject to the following conditions:
Termination for Cause; Resignation . Upon a holder ceasing to be an Eligible Participant for Cause or as a result of their resignation, the holder’s participation in the Plan will be terminated immediately, all Awards, other than Options, credited to such holder’s Account (as defined in the Plan) that have not vested will be forfeited and cancelled, and the holder’s rights that relate to such holder’s 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, in its sole discretion, upon a holder electing a voluntary leave of absence of more than 12 months, including maternity and paternity leaves, or upon a holder ceasing to be an Eligible Participant as a result of such holder’s: (a) death, (b) retirement, (c) Termination of Service (as defined in the Plan) 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, in the holder’s Account as of such date relating to a Restriction Period (as defined in the Plan) 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 (as defined in the Plan), provided that 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.

Shareholder Approval of the Proposed Plan Amendments

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

“RESOLVED AS AN ORDINARY RESOLUTION THAT:

The amended and restated omnibus equity incentive plan (the " Plan ") of Xcyte Digital Corp. (the “ Company ”) in the form attached as Schedule A to the management information circular of the Company dated July 22, 2024, including the amendment to make the Plan a “20% fixed” Plan, with the maximum number of SV Shares that may be reserved for issuance under Awards (as defined in the Plan) fixed at 17,754,000, and with such other amendments as may be made from time to time by the board of directors of the Company and approved by the TSX Venture Exchange in accordance with the terms of the Plan without further approval of the shareholders of the Company, be and is ratified, confirmed and approved; and
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 Shareholders vote FOR the Plan Amendment Resolution at the Meeting. Unless a Shareholder directs that their Shares be voted against the Plan Amendment Resolution, the Management Appointees will vote FOR the Plan Amendment Resolution.

To be effective, the Plan Amendment Resolution requires the approval of a majority of the votes cast thereon by Shareholders present or represented by proxy at the Meeting, In addition, unless Disinterested Shareholder approval of the Plan Amendment Resolution is received, certain provisions of the Plan, as further described above, will not become effective. In determining whether Disinterested Approval has been obtained, an aggregate of 57,040,000 votes of Insiders, attaching to an aggregate of 240,000 SV Shares and 5,680 MV Shares (which are convertible into an aggregate of 56,800,000 SV Shares and which shall have an aggregate of 56,800,000 votes at the Meeting), representing approximately 64.26% of the aggregate voting rights of the Shares at the Meeting, will be excluded.

The form of the proposed Plan Amendment Resolution set out above is subject to such amendments as management may propose at the Meeting but which do not materially affect the substance of the proposed Plan Amendment Resolution.

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

General

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of the Named Executive Officers of the Company (each, a “ NEO ”), being:

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

On November 9, 2023, the Company completed the acquisition of Xcyte Digital Corp., a Florida corporation (“ Xcyte Digital ”), which constituted the Company’s Qualifying Transaction (as defined in the policies of the TSXV) and a reverse

takeover of the Company by Xcyte Digital, with Xcyte Digital as the accounting acquiror and the Company as the accounting acquiree. In connection with the completion of the Qualifying Transaction, the Company changed its fiscal year end from December 31 to September 30 (being the fiscal year end of Xcyte Digital). Xcyte Digital continues to operate as the Company’s material operating subsidiary.

As such, information set forth in the table below (which sets out details of all payments, grants, awards, gifts and benefits paid or awarded to each director and NEO in the two most recently completed financial years ended September 30, 2023), for periods prior to the completion of the Qualifying Transaction, represent fees paid by Xcyte Digital to the indicated NEOs and directors, unless otherwise indicated.

Prior to the completion of the Qualifying Transaction, the Company was a Capital Pool Company (as defined in the policies of the TSXV) and were only entitled to nominal compensation and reimbursement of expenses as provided in the policies of the TSXV. As such, disclosure regarding compensation paid to directors and officers of the Company that resigned as directors and officers prior to, or in connection with, the completion of the Qualifying Transaction, has been excluded.

Director and NEO Compensation, Excluding Compensation Securities

The following table is a summary of the compensation paid in USD, directly or indirectly, to the NEOs and the directors of the Company for the fiscal years ended September 30, 2023 and 2022. Xcyte Digital was incorporated on July 18, 2022 and, as such, no historical information is available prior to the date of incorporation. Except as provided below, none of the NEOs or directors of Xcyte Digital received cash or equity compensation for the fiscal years ended September 30, 2023 or 2022, as they did not commence receiving payment for their services until the completion of the Qualifying Transaction. Amounts set out below are in US dollars, being the currency that the Company uses for its financial statements:

Name and Position	Fiscal Year ended September 30	Salary, Consulting Fees, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All other Compensation ($)	Total Compensation ($)
Randy S. Selman CEO and Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	● Nil
Alan Saperstein COO, Corporate Secretary and Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Nelson Lamb CFO	2023 2022	55,135(2) Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	55,135 Nil
James Hayes-Jones President of Event Technology	2023 2022	Nil Nil	22,386 Nil	Nil Nil	Nil Nil	Nil Nil	22,386 Nil
David Adler Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Michele Middlemore(1) Director	2023 2022	16,252 55,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	16,252 55,500
Paul Barbeau Director and former CEO	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) During the fiscal years ended September 30, 2023, and 2022, the Company paid MC2 Business Advisors Inc., a company of which Michelle Middlemore is a managing director, for consulting services in the amount of $16,262 and $51,500, respectively. This agreement concluded following the completion of the Qualifying Transaction.

Stock Options and Other Compensation Securities

The following table sets out the Options held by the Company's directors and officers. All currencies set out in the table below are in Canadian dollars:

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 Fiscal Year End ($)
Randy S. Selman CEO and Director	Options	1,500,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12
Alan Saperstein COO, Corporate Secretary and Director	Options	950,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12
Nelson Lamb CFO	Options	175,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12
James Hayes-Jones President of Event Technology	Options	125,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12
David Adler Director	Options	650,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12
Michele Middlemore Director	Options	650,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12
Paul Barbeau Director and former CEO	Options	133,333	7/29/2020	8/11/2025	$0.20	$0.215	$0.12
		1,400,000	11/9/2023	11/9/2033	$0.25	$0.25	$0.12

As at the date of this Circular, none of the Options 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 and other Equity Incentive Plans

As of the date of this Circular, the Company’s only equity incentive plan is the Plan, which was last ratified and approved by Shareholders on August 8, 2023. For a description of the material terms of the Plan, see above under the heading “ Approval of Amendment and Restatement of Omnibus Equity Incentive Plan ”.

Employment, Consulting and Management Agreements and Description of Director and NEO Compensation

The following is a summary of all 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 Person (including any management company or other holding company of any NEO or director) but are services typically provided by a director or NEO.

Randy Selman, Chief Executive Officer and Director

Pursuant to the terms of an executive employment agreement dated October 24, 2023 between Xcyte Digital and Mr. Selman (the “ Selman Agreement ”), Mr. Selman is employed as the CEO of Xcyte Digital and the Company for a term of 24 months (to be automatically renewed annually unless either party gives 90 days’ prior advance written notice of its intention not to renew) for an annual base salary of US$260,000; provided that until the Company has established a 12-

month revenue run rate of US$2.0 million (as determined under IFRS), the base salary will be reduced by 20%. The base salary will be increased by 5.0% each fiscal year. Mr. Selman will receive a cash performance bonus equal to 15% of the designated bonus pool for every year the Company attains net income that is greater than the prior year, which will be paid in a lump sum no later than December 31 after the applicable fiscal year end for which the bonus is earned.

The Company also agreed to grant Mr. Selman 1,250,000 Options under the Plan, with 750,000 to vest immediately, 250,000 to vest 12 months from his start date and 250,000 to vest 24 months from his start date. If Mr. Selman dies, incurs a Disability (as defined in the Selman Agreement), incurs a Constructive Termination (as defined in the Selman Agreement) or there is a Change of Control (as defined in the Selman Agreement), any unvested Options will become fully-vested. Mr. Selman is also entitled to certain retirement compensation payments, a car allowance, and reimbursement of memberships, dues and charitable contributions as further provided in the Selman Agreement.

If Mr. Selman is terminated for Cause (as defined in the Selman Agreement) he will continue to receive his base salary for the period ending 20 days after the date of termination plus any accrued bonus through such date of termination. If Mr. Selman is terminated for any reason other than for Cause, or by Mr. Selman in a Constructive Termination, or if he is terminated within 12 months of a Change of Control, he shall be entitled to receive his then current base salary for 24 months from his termination date and will be entitled to participate in the Company’s group health insurance plan for 18 months from his termination date. In the event of Mr. Selman’s death, Xcyte Digital shall pay his then current base salary to his designated beneficiary or estate for a period of one year from the date of death, plus his performance bonus as pro-rated for the number of months during the fiscal year in which he was employed prior to his death. In the event of Mr. Selman’s Disability (as defined in the Selman Agreement), Xcyte Digital shall pay his then current base salary and benefits for a period of six months from the date of Disability, plus his performance bonus as pro-rated for the number of months during the fiscal year in which he was employed prior to the Disability.

Alan Saperstein, Chief Operations Officer and Director

Pursuant to the terms of an executive employment agreement dated October 24, 2023 between Xcyte Digital and Mr. Saperstein (the “ Saperstein Agreement ”), Mr. Saperstein is employed as the Chief Operations Officer of Xcyte Digital and the Company for a term of 24 months (to be automatically renewed annually unless either party gives 90 days’ prior advance written notice of its intention not to renew) for an annual base salary of US$230,000; provided that until the Company has established a 12-month revenue run rate of US$2.0 million (as determined under IFRS), the base salary will be reduced by 20%. The base salary will be increased by 5.0% each fiscal year. Mr. Saperstein will receive a cash performance bonus equal to 15% of the designated bonus pool for every year the Company attains net income that is greater than the prior year, which will be paid in a lump sum no later than December 31 after the applicable fiscal year end for which the bonus is earned.

The Company also agreed to grant Mr. Saperstein 825,000 Options under the Plan, with 450,000 to vest immediately, 200,000 to vest 12 months from his start date and 175,000 to vest 24 months from his start date. If Mr. Saperstein dies, incurs a Disability (as defined in the Saperstein Agreement), incurs a Constructive Termination (as defined in the Saperstein Agreement) or there is a Change of Control (as defined in the Saperstein Agreement), any unvested Options will become fully-vested. Mr. Saperstein is also entitled to certain retirement compensation payments, a car allowance, and reimbursement of memberships, dues and charitable contributions as further provided in the Saperstein Agreement.

If Mr. Saperstein is terminated for Cause (as defined in the Saperstein Agreement) he will continue to receive his base salary for the period ending 20 days after the date of termination plus any accrued bonus through such date of termination. If Mr. Saperstein is terminated for any reason other than for Cause, or by Mr. Saperstein in a Constructive Termination, or if he is terminated within 12 months of a Change of Control, he shall be entitled to receive his then current base salary for 24 months from his termination date and will be entitled to participate in the Company’s group health insurance plan for 18 months from his termination date. In the event of Mr. Saperstein’s death, Xcyte Digital shall pay his then current base salary to his designated beneficiary or estate for a period of one year from the date of death, plus his performance bonus as pro-rated for the number of months during the fiscal year in which he was employed prior to his death. In the event of Mr. Saperstein’s Disability (as defined in the Saperstein Agreement), Xcyte Digital shall

pay his then current base salary and benefits for a period of six months from the date of Disability, plus his performance bonus as pro-rated for the number of months during the fiscal year in which he was employed prior to the Disability.

Nelson Lamb, Chief Financial Officer

On February 1, 2023, Xcyte Digital and Redhaven Consulting Inc., a company controlled by Mr. Lamb, entered into a consulting agreement pursuant to which Xcyte Digital agreed to employ Mr. Lamb as Chief Financial Officer for CAD$9,000 per month, for a minimum term of six months. This was subsequently amended to US$9,000 per month effective January 1, 2024. The agreement can be terminated by either party on 90 days’ prior notice.

James Hayes-Jones, President of Event Technology

On July 26, 2023, Xcyte Digital and James Hayes-Jones are parties to an executive employment agreement dated July 26, 2023, as amended October 24, 2023 (the “ Hayes-Jones Agreement ”), pursuant to which Xcyte Digital agreed to employ Mr. Hayes-Jones, effective as of the closing of the Qualifying Transaction, for an initial term of not less than 24 months and is paid an annual salary of US$150,000, which salary will be reduced by 20% until such time as the Company has established a twelve month revenue run rate of US$2,000,000 (as determined under IFRS). The Hayes-Jones Agreement was subsequently amended on October 24, 2023. The Hayes-Jones Agreement will automatically renew for an additional 12 months unless terminated on 30 days' notice by either party.

On July 26, 2023 in connection with the initial execution of the Hayes-Jones Agreement, Mr. Hayes-Jones was issued 172,465 shares of common stock of Xcyte Digital, which were exchanged for 1,000,000 SV Shares upon closing of the Qualifying Transaction.

Pursuant to the Hayes-Jones Agreement, Xcyte Digital also agreed to pay or issue to Mr. Hayes-Jones (i) USD$100,000 (less previous advances made to Mr. Hayes-Jones) upon the commencement of his employment, (ii) 50% of the revenue received by Xcyte from sales achieved by Mr. Hayes-Jones during the first 90 days of employment, up to USD$300,000, and (iii) if certain "additional payment criteria" (as described below) are met between the 12 and 24 months following the commencement of his employment, 1,000,000 Options and up to an additional USD$600,000.

If the revenue-based payments, as described in (ii) above, to Mr. Hayes-Jones within the first 90 days following the effective date of the Hayes-Jones Agreement total less than USD$300,000, he will be granted an additional 90 days to achieve the USD$300,000 payment. This revenue structure will be in effect for the six months following the commencement of Mr. Hayes-Jones employment.

In order to qualify for the payment under (iii) above, on a trailing 12-month basis, Mr. Hayes-Jones must achieve gross sales from new accounts of US$1,500,000 and net income from such revenue in excess of the greater of 25% of such revenue or US$375,000.

If issued, the Options granted to Mr. Hayes-Jones will vest immediately and will be exercisable for a period of five years at an exercise price determined as of the date of grant in compliance with the requirements of the policies of the TSXV and the Plan. If the issuance of the Options is not permitted under the provisions of the Plan, such Options will only be granted once such grant can be made in compliance with the provisions of the Plan and the policies of the TSXV.

In the event of a change of control, Mr. Hayes-Jones is entitled to a payment equal to the greater of the amount remaining under the current term of the Hayes-Jones Agreement or 12 months' base salary.

Oversight of Director and Named NEO Compensation

Given the Company’s small size and early stage of development, the Board has not yet appointed a formal compensation committee and typical powers and responsibilities thereof are carried out by the Board as a whole. The CEO assists the Board in assessing the performance of all other executive officers, and the Board has authorized the CEO to make determinations with respect to salaries to be paid to certain officers within a set of fixed parameters. The proposed executive compensation is then presented to the Board for approval and/or ratification, as applicable. The Board also

has the responsibilities of determining director compensation, overseeing the Company’s base compensation structure and equity-based compensation program, and evaluating the performance of officers generally and in light of annual goals and objectives.

In addition to the foregoing, certain directors may be paid additional fees in special circumstances for the provision of specialized consulting services, serving on a special committee, or otherwise, as determined in the sole discretion of the Board, such as in connection with serving on a special committee of the Board from time to time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has implemented the Omnibus 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 Plan as of the date of this Circular rather than as at September 30, 2023, which was prior to completion of the Qualifying Transaction:

Name and Position	Number of securities to be issued upon exercise of outstanding Awards	Weighted-average exercise price of outstanding Awards	Number of securities remaining available for future issuance under equity compensationplans
Equity Compensation Plans Approved by Shareholders(1)	8,066,667	$0.25	810,333

(1) The Company’s only equity compensation plan is the Plan. If the Amended Plan Resolution is approved at the Meeting, a maximum of 17,754,000 SV Shares may be reserved for issuance under Awards granted under the Plan, such that the aggregate number of SV Shares reserved for issuance will increase from 810,333 to 9,687,333.

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.

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. Selman, Mr. Saperstein and Mr. Barbeau are not considered independent, as they are officers or former officers of the Company, and Ms. Middlemore and Mr. Adler 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

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 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 TSXV, and reviewing the corporate records. Moreover, new directors are encouraged to speak with the Company’s solicitors to become familiarized with their legal responsibilities as directors.

Ethical Business Conduct

Given the size of the Company, all material transactions are addressed at the Board level. The Board has found that the fiduciary duties placed on individual directors by the OBCA and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

AUDIT COMMITTEE DISCLOSURE

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

The full text of the Company’s Audit Committee Charter is attached as Schedule B to this Circular.

Audit Committee 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.

The Company’s Audit Committee is comprised of Paul Barbeau, Michele Middlemore and David Adler, each of whom is “financially literate” as defined in NI 52-110, , as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting. Pursuant to NI 52-110, an individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements.

Ms. Middlemore and Mr. Adler are considered “independent” directors, as defined in NI 52-110, while Mr. Barbeau is not considered independent as he is the former CEO of the Company and now provides consulting services to the Company on an ongoing basis. 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”.

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 has not failed to adopt any recommendations of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in Sections 2.4 or 8 of National Instrument 52-110. Section 2.4 ( De Minimis Non-audit Services )

provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 ( Exemptions ) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or in part.

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 Service Fees

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

The following table sets out the aggregate fees billed by MNP LLP, the Company’s external auditor for the financial years ended December 31, 2021 and 2022 during the two most recently completed fiscal years prior to the completion of the Qualifying Transaction:

Fiscal Year Ended	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees $	All Other Fees $
December 31, 2022	13,375	Nil	Nil	Nil
December 31, 2021	9,068	Nil	Nil	Nil

The following table sets out the aggregate fees billed by Integritat Audit Accounting & Advisory LLC, Xcyte Digital’s external auditor for Xcyte Digital’s financial years ended September 30, 2023 and 2022:

Fiscal Year Ended	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees $	All Other Fees $
September 30, 2023	60,700	Nil	Nil	Nil
September 30, 2022	61,800	Nil	Nil	Nil

In connection with the closing of the Qualifying Transaction, the Company determined to continue to retain MNP LLP as the auditor of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under the Company’s profile on SEDAR+ and can be accessed at www.sedarplus.ca. 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, and for its most recently completed interim financial period.

Shareholders may request copies of such financial statements and MD&A by mailing a request to Xcyte Digital Corp., c/o 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 22[nd] day of July, 2024.

“Randy Selman”

Randy Selman Chief Executive Officer and Director

SCHEDULE "A"

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

[see attached]

XCYTE DIGITAL CORP.

(formerly GHP Noetic Science-Psychedelic Pharma Inc.)

OMNIBUS EQUITY INCENTIVE PLAN

As amended and restated, by approval of the Board of Directors, effective as of July ~~[ ●]~~ ~~2~~ 2, 2024 and ratified by shareholders on [ ●] , 2024

ARTICLE 1 INTERPRETATION	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

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

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XCYTE DIGITAL CORP. OMNIBUS EQUITY INCENTIVE PLAN

Xcyte Digital Corp. (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;

" 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
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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,

(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;

" 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
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(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;

" 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;

" 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;

" 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;

" 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;
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(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;
(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,
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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.
(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
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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 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
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or in Shares acquired in the open market by a Designated Broker for the benefit of a Participant; and

(b) the maximum number of Shares reserved for issuance, in the aggregate, pursuant to the settlement or exercise of Awards granted under this Plan is ~~17,694,000~~ ~~1~~ 7,754,000 (including 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) If an outstanding Award (or portion of such Award) is settled in cash, cancelled, terminated, surrendered or forfeited, or expires, without being exercised, and provided that no SV Shares or other securities of the Company have been issued under the Plan in connection with the foregoing, 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.

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.

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(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) 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.

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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 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]

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

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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.

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:

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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(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. Section 4.8(d)(i) of TSXV Policy 4.4 provides that which provides that: (a) the Corporation may have an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Shares underlying the Options; (b) the brokerage firm then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and (c) the brokerage firm receives an equivalent number of Shares from the exercise of the Options and the Participant then receives the balance of the Shares or the cash proceeds from the balance of such Shares.
(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 (i) the number of Options being exercised multiplied by (ii) the difference between the VWAP and the Option Price of such Options; 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 s would otherwise be entitled to a deduction under paragraph 110(1)(d) of the ITA in respect of the ordinary exercise of the Option s , ~~it shall m~~ ake 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 s .
(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.
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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.
(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
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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.

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

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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 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.
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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 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.

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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 will comply with Code Section 409A and the Share Units will comply with any provisions
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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.
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(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).
(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
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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 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
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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.

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

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and conditions, including as to vesting and settlement, as may be necessary or desirable to ensure such treatment.

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
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deem appropriate, provided that they are not inconsistent with this Plan. No DSU Agreements entered into pursuant to this Plan must be identical.

(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
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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.

(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
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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 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
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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 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
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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 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.
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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 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 , provided that such date is no later than 12 months after the Participant’s Termination Date ) , 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 , provided that such date is no later than 12 months after the Participant’s Termination Date ) , 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 , provided that such date is no later than 12 months after the date the Participant ceases their employment or service relationship by reason of permanent disability ) , 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
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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 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.
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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;
(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
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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~~ when the Plan is amended, including if this Plan is amended to increase the maximum number of Shares reserved for issuance, in the aggregate, pursuant to the settlement or exercise of Awards granted under this Plan as contemplated in Section 2.4(1)(b), unless Shareholder approval of any such amendment is not required in accordance with the terms of this Plan and the policies of the Exchange .
(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 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,
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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;
(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
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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 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

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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 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),
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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 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.

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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, 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
41 -

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" FORM OF OPTION AGREEMENT

This Option Agreement (this " Agreement ") is entered into as of [date] between Xcyte Digital Corp. (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$).____

The Options will be exercisable only by delivery to the Corporation of a duly completed and executed notice in the form attached as Schedule A 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 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.

XCYTE DIGITAL CORP.

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.

CORP.

SCHEDULE A FORM OF OPTION EXERCISE NOTICE

TO: XCYTE DIGITAL

This Exercise Notice is made in reference to the Omnibus Equity Incentive Plan (the " Plan ") of Xcyte Digital Corp. (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

EXHIBIT "B" FORM OF SHARE APPRECIATION RIGHT AGREEMENT

This Share Appreciation Right Agreement (this " Agreement ") is entered into as of [date] between Xcyte Digital Corp. (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 settled by the Corporation 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.

XCYTE DIGITAL CORP.

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" FORM OF SHARE UNIT AGREEMENT

This Share Unit Agreement (this " Agreement ") is entered into between Xcyte Digital Corp. (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:

1. (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]
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;
(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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

XCYTE DIGITAL CORP.

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"

FORM OF DEFERRED SHARE UNIT AGREEMENT

This DSU Agreement (this " Agreement ") is entered into as of [date] between Xcyte Digital Corp. (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.

XCYTE DIGITAL CORP.

Per: Authorized Signatory

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

[NAME OF PARTICIPANT]
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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 "B"

AUDIT COMMITTEE CHARTER

Role and Mandate

The Audit Committee (the “ Committee ”) is a committee of the board of directors (the “ Board ”) of Xcyte Digital Corp. (collectively, with its subsidiaries, 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 annual and unaudited interim condensed consolidated financial statements of the Company (the “ Financial Statements ”), and other mandatory disclosure releases containing financial information. The objectives of the Committee are to:

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

Membership of Committee

The Committee shall be comprised of at least three 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 52-110.
The Board shall have the power to appoint the Committee Chair, who shall be an independent director.
All of the members of the Committee shall be “financially literate”, as determined in accordance with NI 52110.
Any member of the Committee may be removed or replaced at any time by the Board. In addition, any member 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 the directors. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all of the Committee’s powers so long as a quorum (as further described below) remains.

Meetings

Every question at a meeting of the Committee shall be decided by a majority of the votes cast by the members. If there is a deadlock 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, in person, virtually or by telephone. 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.
The Committee shall meet with the auditor at least annually (including without management present) and at such other times as the auditor and the Committee consider appropriate.
The auditor of the Company is entitled to receive notice of every meeting of the Committee and to participate in such meeting.
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 Company’s external auditor, including to resolve any disagreements between management and the auditor 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 controls, including (a) identifying, monitoring and mitigating business risks; and (b) ensuring compliance with legal, ethical and regulatory requirements.
It is a primary responsibility of the Committee to review the Financial Statements and the notes thereto prior to their submission to the Board for approval. The process should include:
a. reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future Financial Statements;
b. reviewing significant accruals, reserves or other estimates;
c. reviewing accounting treatment of unusual or non-recurring transactions;
d. ascertaining compliance with covenants under loan agreements, if any;
e. reviewing disclosure requirements for commitments and contingencies;
f. reviewing adjustments raised by the auditor, whether or not included in the Financial Statements;
g. resolving any unresolved differences between management and the auditor; and
h. obtaining explanations of significant variances in the Financial Statements as compared to comparative reporting periods.
The Committee is to review the Financial Statements and any prospectuses, management discussion and analysis, annual information forms, annual reports and other public disclosure containing audited or unaudited financial information with respect to the Company before Board approval and public release. The Committee must be satisfied that adequate procedures are in place for the review of the Company’s disclosure of such financial information and shall periodically assess the adequacy of such 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 of such policies and procedures.

With respect to the appointment of the external auditor by the Board, the Committee shall:
a. ensure the auditor’s ultimate accountability to the Board and the Committee as representatives of the shareholders and, as such representatives, evaluate the performance of the auditor;
b. recommend to the Board the appointment of the auditor;
c. recommend to the Board the terms of engagement of the auditor, including the compensation of the auditor and a confirmation that the auditor shall report directly to the Committee;
d. when there is to be a change in auditor, review the issues related to the change and the information to be included in the required notice to securities regulators of such change;
e. review and approve any non-audit services to be provided by the auditor, and consider any related impact on the independence of the auditor;
f. ensure that the auditor submits, on an annual or other 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, review such statement and actively engage in a dialogue with the auditor with respect to any undisclosed relationships or services that may impact the objectivity and independence of the auditor, and review the statement and dialogue with the Board and recommend to the Board appropriate action to ensure the independence of the auditor;
g. provide a line of communication between the auditor and the Board; and
h. meet with the auditor at least once annually, in person, by telephone or virtually, without management present to allow a candid discussion regarding any concerns the auditor may have and to resolve any disagreements between the auditor and management regarding the Company’s financial reporting.
The Committee shall review with the auditor their assessment of the Company’s internal controls, the auditor’s written report containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review the audit plan annually with the auditor and, upon completion of the audit, the auditor’s report on the applicable annual Financial Statements.
The Committee must pre-approve all non-audit services to be provided to the Company by the auditor. The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided that the member reports to the Committee at the next scheduled meeting after such pre-approval and the member complies 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 (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) 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 auditor 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 involving the Company.
The Committee shall review the status of all material tax matters related to the Company.
The Committee shall review the Company’s short term investment strategies, if any, 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 the Board or any applicable regulatory authorities, including the TSXV.
The Committee may retain persons having special expertise and/or obtain independent professional advice to assist in fulfilling the Committee’s responsibilities, the costs of which shall be at the sole expense of the Company, without any further approval of the Board.

Xcyte Digital Corp.

Audited Financial Statements For the Fiscal Years Ended September 30, 2023, and 2022

Xcyte Digital Corp. TABLE OF CONTENTS

	PAGE
FINANCIAL STATEMENTS
Independent Auditor’s Report	1-2
Statements of Financial Position	3
Statements of Loss and Comprehensive Loss	4
Statements of Changes in Shareholders’ Equity (Deficit)	5
Statements of Cash Flows	6
NOTES TO THE FINANCIAL STATEMENTS	7 – 25

The accompanying notes are an integral part of these Financial Statements 0

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INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders of Xcyte Digital Corp.

Opinion

We have audited the accompanying financial statements of Xcyte Digital Corp. (“the Company”), which comprise the statements of financial position as of September 30, 2023, and the related statements of loss and comprehensive loss, changes in shareholder’s equity (deficit), and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”) and in accordance with International Standards on Auditing. 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 Company in accordance with the relevant ethical requirements in the United States of America and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants , and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial doubt about the Entity’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered losses from operations during the fiscal year ended September 30, 2023, had an accumulated deficit on September 30, 2023 and has stated that substantial doubt exists about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2 . The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

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 as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation 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 Company’s ability to continue as a going concern for at least twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

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

The accompanying notes are an integral part of these Financial Statements 1

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 absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in the United States of America and International Standards on Auditing will always detect a material misstatement when it exists. 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. Misstatements are considered material if there is a substantial likelihood that, individually or in aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards in the United States of America and International Standards on Auditing, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
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 Company’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in our judgment, there are conditions or events considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope DRAFT and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

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Integritat Audit, Accounting & Advisory, LLC Boca Raton, Florida, USA. January 26, 2024

The accompanying notes are an integral part of these Financial Statements 2

Xctye Digital Corp. Statements of Financial Position

(Expressed in US Dollars)

Xctye Digital Corp. Statements of Financial Position (Expressed in US Dollars)
			$	$
Assets
Current Assets
Cash and cash equivalents			64,594	612,001
Prepaid expense & deposits			1,669	1,891
Trade receivables_(Note 6)_			329,151	621,958
ROU operatingasset			-	4,300
Total Current Assets			395,414	1,240,150
Non-Current Assets
Intangible assets, net_(Note 8)_			44,039	50,766
Property and equipment, net_(Note 7)_			14,307	18,000
Prepaid expense & deposits			4,125	4,125
Total Non-Current Assets			62,471	72,891

Total Assets			457,885	1,313,041
Liabilities
Current Liabilities
Due to related party - GHP_(Note 14)_			20,000	-
Lease liability - current			-	3,719
Note payable_(Note 11)_			-	123,294
Note payable - ONM_(Note 12)_			1,711,111	-
Note payable - ICP_(Note 11 and Note 14)_			405,943	555,398
Refundable customer deposits (Note 10)			179,820	177,071
Trade payables and accrued liabilities_(Note 9)_			233,317	730,635
Otherpayables - ICP			-	153,087
Total Current Liabilities			2,550,191	1,743,204
Non-Current Liabilities
Notepayable - ICP_(Note 11 and Note 14)_			498,379	535,139
Total Non-Current Liabilities			498,379	535,139

Total Liabilities			3,048,570	2,278,343
Shareholders' Equity (Deficit)
Share capital(Note 13)			-	-
Contributed Surplus(Note 15)			2,372,358	8,734,214
Accumulated earnings (deficit)			(4,963,043)	(9,699,516)
Total shareholders Equity (Deficit)			(2,590,685)	(965,302)

Total Liabilities and Shareholder's Equity (Deficit)			457,885	1,313,041
Reporting Entity & Nature of the Organization(Note	1)
Commitments and contingencies(Note 5)
Subsequent events(Note 16)
Approved and authorized on behalf of the Board of Directors on		January 26, 2024
[signed] "Randy Selman"	Director	[signed] "Alan Saperstein"		Director

The accompanying notes are an integral part of these Financial Statements 3

Xctye Digital Corp. Statements of Loss and Comprehensive Loss

(Expressed in US Dollars)

Xctye Digital Corp. Statements of Loss and Comprehensive Loss (Expressed in US Dollars)
Fiscal Years Endied September 30	2023	2022
	$	$
Revenue(Note 3 and 12)
Conferencing	1,036,262	1,580,179
Lead sales	46,500	61,375
Subscriptions	193,448	223,870
Webinars	41,940	59,660
Webcasting	-	167,231
Other	38,699	62,941
Total Revenue	1,356,849	2,155,256
Cost of Sale	278,403	602,122
Gross Profit	1,078,446	1,553,134
Operating Expenses
Amortization_(Note 8)_	6,727	32,034
Depreciation_(Note 7)_	5,782	13,227
Commissions	2,156	2,910
Compensation and benefits	909,963	1,172,286
General and administrative	57,136	78,864
Professional	614,477	396,151
Sellingand marketing	62,373	86,202
Total Operating Expenses	1,658,614	1,781,674

Loss from Operations	(580,168)	(228,540)
Other Expense
Interest expense - ICP note payable	(171,984)	(160,416)
Interest expense - other	(115,843)	(67,078)
Other expense	(25,830)	(83,273)
Other income	68,536	-
Total Other Expenses	(245,121)	(310,767)

Net Loss	(825,289)	(539,307)
Basic and dilutive net (loss) income per common share	(0.014)	(0.009)
Weighted average number of common shares outstanding - basic and dilutive.The
Company reports the following weighted average number of shares issued and outstanding
retrospectively based on the recapitalisation that occurred subsequent to the year end in
accordance with IAS 33.64(See Note 16. Subsequent Events)	57,800,000	57,800,000

The accompanying notes are an integral part of these Financial Statements 4

Xctye Digital Corp. Statements of Changes in Shareholders’ Equity (Deficit)

(Expressed in US Dollars)

(Expressed in US Dollars)
	Common Shares - No Par (number) Contributed Surplus Accumulated Earnings (Deficit) Shareholder's Equity (Deficit)
Balance - September 30, 2021 Capital Contributions (distributions) - related party Net loss Balance - September 30, 2022 Changes to shareholders' equity due to the Asset Purchase Agreement_(Note 1) Issuance of common stock - Asset Purchase Agreement(Note 1 and 13) Share based compensation(Note 13)_ Net loss Balance - September 30, 2023	$ $ $ - 6,643,184 (8,192,148) (1,548,964) - 2,091,030 (968,061) 1,122,969 - - (539,307) (539,307)
	- 8,734,214 (9,699,516) (965,302)
	- (6,361,856) 5,561,762 (800,094) 9,796,000 - - - 172,465 - - - - - (825,289) (825,289)
	9,968,465 2,372,358(4,963,043) (2,590,685)

The accompanying notes are an integral part of these Financial Statements 5

Xctye Digital Corp. Statements of Cash Flows

(Expressed in US Dollars)

Xctye Digital Corp. Statements of Cash Flows (Expressed in US Dollars)
Fiscal Years Endied September 30	2023	2022
	$	$
Cash flows from operating activities
Net loss	(825,289)	(539,307)
Items not affecting cash
Amortization	6,727	32,034
Depreciation	5,782	13,227
Net changes in operating assets and liabilities
(Increase) decrease in operating assets
Due from related party - ICP	-	885,824
Prepaid expense & deposits	222	824
Trade receivables	292,807	166,287
(Increase) decrease in operating assets
Deferred revenue	-	1,326
Due to related party - ONM	20,000
Due to related party - ICP	-	(203,320)
Other payables - ICP	-	(120,489)
Payments of Lease liability	(3,719)	(30,544)
Refundable customer deposits	2,749	-
Tradepayables and accrued liabilities	141,618	100,721
Net cashprovided by (used in) operating activities	(359,103)	306,583
Cash flows from investing activities
Purchase ofpropertyand equipment	(2,089)	(4,278)
Net cashprovided by (used in) investing activities	(2,089)	(4,278)
Cash flows from financing activities
Payments of notes payable	-	(14,337)
Payments of notes payable - ICP	(186,215)	(845,140)
Proceeds from capital contributions	-	1,122,969
Net cashprovided by (used in) financing activities	(186,215)	263,492
Net change in cash	(547,407)	565,797
Cash, beginning of the year	612,001	46,204
Cash, end of theyear	64,594	612,001
Supplemental disclosure of cash flow information
Cash paid for interest	287,827	227,494
Cash paid for income taxes	-	-
Supplemental disclosure of non-cash investing and financing activities
Note payable issued as purchase consideration	1,587,817	-
Liabilities not assumed in Asset Purchase Agreement	(787,723)	-
Reductions to shareholders' equity due to Asset Purchase Agreement	(800,094)	-

The accompanying notes are an integral part of these Financial Statements 6

Xcyte Digital Corp. Notes to Financial Statements For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

1 – REPORTING ENTITY & NATURE OF OPERATIONS

Xcyte Digital Corp. (“XCY”, “Xcyte”, “the Company”) was formed on February 18, 2022, in the state of Florida. On July 13, 2023, XCY acquired revenue generating assets, and assumed a liability from Onstream Media Corporation (“ONM”), including business segments previously known as Infinite Conferencing, Inc. (“INF”), LeadGenFirst, Inc. (“LGF”) and two departments , Webcasting (“WBC”) and Digital Media Services Platform (“DMSP”). The objective of the Company’s business is to develop and support virtual, hybrid, and event platforms and its year end is September 30.

During the fiscal years ended September 30, 2023, and 2022, Randy Selman was actively involved in all operating segments of the asset purchase agreement and was authorized to exercise control with the intention to facilitate the asset purchase agreement between XCY and ONM which occurred on July 13, 2023. It was the intention of ONM, LGF, INF and XCY to facilitate this transaction.

Asset Purchase Agreement

On July 13, 2023, Xcyte entered into the Onstream Asset Purchase Agreement, which Xcyte purchased revenue generating assets and a liability from ONM in exchange for the issuance of a demand promissory note bearing interest at a rate of 6% per annum with a principal amount of $1,711,111 and the issuance of 9,796,000 Xcyte Shares, which were subsequently exchanged for 5,680 Xcyte Multiple Voting Shares, “MV Shares”, equivalent to 56,800,000 Subordinate Voting Shares of Common Stock “SV Shares”, in connection with the Closing of the reverse merger, which was a qualifying transaction requiring the exchange of these common shares at a rate of 1 : 5.7983 pursuant to the Transaction Agreement (Note 16). The Asset Acquisition was a non-arm's length transaction between Onstream and Xcyte because certain principals of Onstream are also principals of Xcyte.

the year ended September 30, 2023.

2 – GOING CONCERN ASSUMPTION

The Company’s financial statements for the years ended September 30, 2023, and 2022, have been prepared on a going-concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The ability to continue as a going concern is dependent upon generating profits in the near future, obtaining financing to pursue its business objectives, meeting payment obligations when they are due, and having sufficient funds to cover regular operational costs.

The Company reported net losses of $825,289, and $539,307 for the fiscal years ended September 30, 2023, and 2022, respectively. The Company had cash balances on September 30, 2023, and 2022 of $64,594 and $612,001, and working capital deficits of $2,154,777 and $503,054, respectively. Shareholders’ deficit is $2,590,685 and $965,302 on September 30, 2023, and 2022, respectively. The Company used cash flows from operations in the amount of $359,103 and generated $306,583 cash flows for the fiscal years ended September 30, 2023, and 2022, respectively. Funding was principally obtained from sales, related party advances, and third-party debt. The Company had accumulated deficits of $4,963,043 and $9,699,516, for the years ended September 30, 2023, and 2022, respectively.

Management’s Plan Regarding Going Concern

On November 15, 2023, the Company became a listed issuer on the TSX Venture Exchange (“TSXV”). Through the Company’s ability to raise capital as a public entity, its industry knowledge and resources, it intends to expand operations to meet the needs of a growing virtual communications market.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

2 – GOING CONCERN ASSUMPTION (CONTINUED)

As part of the Asset Purchase Agreement between XCY and ONM, certain specific revenue generating assets and a liability from INF were acquired. During the years ended September 30, 2023, and 2022, total Other Expenses were $245,121, and $310,767, respectively.

The founders of XCY and its related parties intend to continue funding operational costs through capital contributions and related party debt until the Company is generating adequate revenues and raising capital to sustain its operations.

There can be no assurances that the Company will be able to secure the necessary financing to enable it to continue as a going concern. The factors noted above indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern. If the going concern basis is not appropriate, material adjustments may be necessary to the carrying amounts and/or classification of assets and liabilities.

3 – SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

These financial statements are prepared by the Company 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 Company 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. US dollars is the functional and reporting currency of the Company. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.

Basis of presentation

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The financial statements are presented in US Dollars except when otherwise indicated.

Cash and cash equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash and cash equivalents.

Property and Equipment

In accordance with IAS 16 “Property, Plant & Equipment” the Company accounts for property and equipment at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets as follows:

Furniture & Fixtures: five years
Computer Equipment: three years
Application Servers: three years
Audio Conferencing Equipment: five years
Leasehold Improvements: over term of lease

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Upon the sale or retirement of property and equipment, the cost and accumulated depreciation are removed from the accounts and resulting gains or losses are recognized currently. Major improvements are capitalized and depreciated, whereas minor repairs and maintenance are expensed when incurred.

Intangible assets

The Company accounts for intangible assets in accordance with the following:

IFRS 3.18 and IAS 38.27 – Brand names and customer lists acquired in a business combination that qualify for separate recognition are recognized as intangible assets at their fair values if not under common control. If under common control, they are acquired at their carrying values.

IAS 38.54 – Internally developed software – Expenditure in the research phase of projects to develop new customized software for IT and telecommunication systems are recognized as an expense when incurred.

Costs that are directly attributable to a project’s development phase are recognized as intangible assets, provided they meet all of the following recognition requirements:

Development costs can be measured reliably.
The project is technically and commercially feasible.
The Company intends to and has sufficient resources to complete the project.
The Company has the ability to use or sell the software, and
The software will generate probable future economic benefits.

Development costs not meeting these criteria for capitalization are expensed as incurred. Directly attributable costs include employee costs incurred in software development along with an appropriate portion of relevant overheads and borrowing costs.

All finite-lived intangible assets, including capitalized internally developed software, are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing. Any capitalized internally developed software that is not yet complete is not amortized but is subject to impairment testing.

Subsequent expenditures on the maintenance of computer software and brand names are expensed as incurred.

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the consideration received and the carrying amount of the asset and is recognized in profit or loss within other income or other expenses.

Related party disclosures

Under IAS 24 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel or affiliate thereto. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts most of its related party transactions with ONM and Infinite Conferencing Partner’s Inc. (“ICP”). The Company in accordance with IFRS 24 presents disclosures about related party transactions and outstanding balances with related parties, see Note 14 .

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial Instruments (IFRS 9)

Classification

On initial recognition, the Company determines the classification of financial instruments based on the following categories:

Measured at amortized cost
Measured at fair value through profit or loss (FVTPL)
Measured at fair value through other comprehensive income (FVOCI)

The classification under IFRS 9 is based on the business model under which a financial asset is managed and on its contractual cash flow characteristics. Assets held for the collection of contractual cashflows and for which those cashflows correspond solely to principal repayments and interest payments are measured at amortized cost. Contracts with embedded derivatives where the host is a financial instrument in the scope of the standard will be assessed as a whole for classification.

A financial asset is measured at amortized cost if both of the following criteria are met:

Held within a business model whose objective is to hold assets to collect contractual cash flows; and
Contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Equity investments held for trading are classified as FVTPL. For all other equity investments that are not held for trading, the Company may irrevocably elect, on initial recognition, to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an investment-by-investment basis.

Financial liabilities are measured at amortized cost unless they must be measured at FVTPL (such as derivatives), or if the Company has chosen to evaluate them at FVTPL.

Measurement

Initial recognition – A financial asset or financial liability is initially recorded at its fair value, which is typically the transaction price, plus or minus transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. In the event that fair value is determined to be different from the transaction price, and that fair value is evidenced by a quoted price in an active market for an identical asset or liability or is based on a valuation technique that uses only data from observable markets, then the difference between fair value and transaction price is recognized as a gain or loss at the time of initial recognition.

Amortized cost – The amount at which a financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any expected credit losses. The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest and any transaction costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the net carrying amount on initial recognition.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value through profit or loss – Changes in fair value after initial recognition, whether realized or not, are recognized through the statement of loss and comprehensive loss. Income arising in the form of interest, dividends, or similar, is recognized through the statement of loss and comprehensive loss when the right to receive payment is established, the economic benefits will flow to the Company, and the amount can be measured reliably.

Fair value through other comprehensive income – Changes in fair value after initial recognition, whether realized or not, are recognized through other comprehensive income. Income arising in the form of interest, dividends, or similar, is recognized through the statement of loss and comprehensive loss when the right to receive payment is established, the economic benefits will flow to the Company, and the amount can be measured reliably.

Impairment

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses of the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statement of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets – The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset have expired or when contractual rights to the cash flows have been transferred. Gains and losses from the derecognition are recognized in the statement of loss and comprehensive loss.

Financial liabilities – The Company derecognizes financial liability when the obligation specified in the contract is discharged, canceled or expired. The difference between the carrying amount of the derecognized financial liability and the consideration paid or payable, including non-cash assets transferred or liabilities assumed, is recognized in the statement of loss and comprehensive loss.

Fair value of financial instruments

In accordance with IFRS 13 ‘Fair Value Measurement,” the Company categorizes financial instruments in a ‘fair value hierarchy,’ which categorizes the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority to (unadjusted) quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The following are the three categories related to the fair value measurement of such assets or liabilities:

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date, it holds a position in a single asset or liability and the asset or liability is traded in an active market.
Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Inputs are derived principally from or corroborated by observable market data by correlation or other means (‘market-corroborated inputs’).
Level 3 inputs are unobservable for the asset or liability. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity’s own data, taking into account all information about market participant assumptions that is reasonably available.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The carrying value of the Company’s current assets and liabilities on September 30, 2023, and 2022 are deemed to approximate fair value due to short-term nature. The following table presents assets and liabili�es measured at fair value, requiring fair value hierarchy disclosures at September 30, 2023:

Assets Total Liabilities Notes Payable - ICP Notes Payable - ONM Total	Quoted prices in Active Markets for Identical Assets (Level 1) $ - - - - -	- - - - Significant Other Observable Inputs (Level 2) $ -	Significant Unobservable Inputs (Level 3) $
			-

			-
			904,322 1,711,111
			2,615,433

The following table presents assets and liabili�es measured at fair value, requiring fair value hierarchy disclosures at September 30, 2022:

Assets Total Liabilities Notes Payable Notes Payable - ICP Total	$ - - - - - Quoted prices in Active Markets for Identical Assets (Level 1)	$ - - - - - Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3) $
			-

			-
			123,294 1,090,537
			1,213,831

Basic and diluted earnings per share

Under IAS 33 “Earnings Per Share,” the Company presents basic and diluted earnings (loss) per-share (“EPS”) amounts on the face of the statements of operations. Basic EPS is computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period they were outstanding. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. There were no potentially dilutive securities outstanding on September 30, 2023, and 2022, as no instruments were issued and outstanding that were convertible or exercisable into common shares.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

If the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split or recapitalization, the reporting entity should adjust the computations of basic and diluted EPS retroactively for all periods presented to reflect that change in capital structure. If changes in common stock resulting from stock dividends, stock splits, reverse stock splits or recapitalization occur after the close of the period but either (1) before issuance of the financial statements, or (2) before the effective date of the registration statement, whichever is later, as applicable, the per-share computations for those and any prior period financial statements presented should be based on the new number of shares. If per-share computations reflect such changes in the number of shares, IFRS 33.64 requires disclosure of those changes, including the retroactive treatment, explanation of the change made, and the date the change became effective.

Share capital

The Company’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. Amounts contributed to capital by owners or on behalf of owners is accounted for as contributed surplus in equity. Amounts distributed to or on behalf of owners, are accounted for as a distribution from accumulated deficit in equity.

Leases

The Company follows IFRS 16 “Leases,” which requires that lessees recognize Right-Of-Use (" ROU”") assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. Lease contracts under IFRS 16 are measured and presented in the financial statements either as finance or operating leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. It recognizes lease expense for lease payments on a straight-line basis over the lease term.

The ROU asset and related lease liabilities recorded under IFRS 16 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate, defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a comparable economic environment.

Income taxes

The Company is subject to taxation in the United States of America. 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 or substantively 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.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

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. As of September 30, 2023, the Company has not established a liability for uncertain tax positions.

Revenue recognition

The Company recognizes revenue under the guidance of IFRS 15, “Revenue from Contracts with Customers.” The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under IFRS 15, the following five steps are applied by the Company to achieve that core principle:

Step 1: Identify the contract with the customer;

Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognize revenue when the Company satisfies a performance obligation.

The transaction price is the amount to which an entity expects to be entitled in exchange for the transfer of goods and services. When making this determination, an entity will consider past customary business practices. Where a contract contains elements of variable consideration, the entity will estimate the amount of variable consideration to which it will be entitled under the contract. Variable considerations can arise, for example, as a result of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties or other similar items. Variable consideration is also present if an entity’s right to consideration is contingent on the occurrence of a future event.

The Company generates revenues from five main sources as indicated below:

Subscriptions – The Company provides various subscription packages to its customers for phone conferencing calls and webinars. This permits on-going access to its software applications over a period of time, permitting customers to obtain services to facilitate their events. Contracts are signed with customers defining the performance obligations and transaction price. Revenue recognition for these services over set periods is allocated based on obligations defined per the contract and recognized ratably over the related periods.

Conferencing – Phone Conference calls are offered through software applications. Participants dial in using a conference bridge number, which connects them to a common virtual meeting room that can be joined by multiple people at once. The Company also sells conference call packages individually to customers for specific dates. Contracts are signed with customers defining the performance obligations and transaction price. Revenue is recognized when the phone conferencing calls are completed.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Webinars–- A webinar is a virtual event held online with a purpose to teach or inform virtual audience members about a topic and provides two-way interaction. Webinars allow presenters to share documents of all kinds including but not limited to voice notes, videos, presentations and other documents, etc. with their attendees. The Company sets up the links for webinars and shares the link with the hosts and guests through its cloud-based platform. Additionally, events are delivered directly to the viewer’s desktop or mobile device for live or on-demand viewing. The Company also sells webinar packages individually to the customers for a specific date. Contracts or invoices entered into with customers that define the Company’s obligation for services and the transaction price. Revenue for webinars is recognized upon the completion of each individual service.

Lead sales – The Company generates and maintains leads. A lead is a targeted individual, business, organization, or other legal entity based on available data disclosing its interest or affiliations for marketing purposes. When this information is sold, it is delivered to customers through uploads to a secured portal for the customer to access and download, and revenue is recognized upon delivery. Contracts or agreements are signed with customers that define performance obligations and the transaction price. Revenue is recognized once the Company has met all obligations outlined in the contract or agreements with customers.

Webcasting –- live events are broadcast or seen at the same time it is performed. Live events are meant for one-tomany communications where the host of the event is leading the interactions and audience participation is primarily to view the content shared by the host. The Company provides other services like conferencing services which are operator-assisted, teleseminars, marketing support, event management. The Company sells these services to customers in individual packages for specific. Contracts or agreements are entered into with customers that define the performance obligations and pricing. Revenue is recognized once the events are completed, and no further obligation remains per the agreements or contracts.

Additionally, the Company provides variations of the above services, like streaming services which are pay per view, operator assisted and professional services such as studio services, mobile solutions, event production. Contracts or agreements are signed with customers that define the performance obligations and pricing. Revenue is recognized upon completion of services.

Acquisi�ons under common control

On July 13, 2023, XCY acquired assets and assumed a liability from ONM, an en�ty which is under common control. In accordance with IFRS 3, the transfer of net assets or business are reflected retrospec�vely. This requires compara�ve periods to be reported reflec�ng all net assets and liabili�es as if they were under the common control of the acquirer. Common control transac�ons fall outside the scope of business combina�ons. The net assets are brought over at cost basis, therefore step up of fair values and the recogni�on of internally generated assets are not permited. The nature of these assets cons�tutes a business due to their poten�al to generate revenues (includes inputs and outputs needed for opera�ons). Addi�onally, brand names, a client list and staffing were transferred by ONM to XCY. Retrospec�ve repor�ng of an acquired business presents the financial condi�on and results of opera�ons as if the acquirer had control of the business and reported as a single en�ty in the prior year.

Recent accounting pronouncements

In November 2022, the IASB issued an amendment to IAS 1 – Non-current liabili�es with covenants: Under exis�ng IAS 1 requirements, companies classify a liability as current when they do not have an uncondi�onal right to defer setlement for at least 12 months a�er the repor�ng date. The Interna�onal Accoun�ng Standards Board (IASB) has removed the requirement for a right to be uncondi�onal and instead now requires that a right to defer setlement must exist at the repor�ng date and have substance. Similar to exis�ng requirements in IAS 1, the classifica�on of liabili�es is unaffected by management’s inten�ons or expecta�ons about whether the company will exercise its right to defer setlement or will choose to setle early.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

A company will classify a liability as non-current if it has a right to defer setlement for at least 12 months a�er the repor�ng date. This right may be subject to a company complying with condi�ons (covenants) specified in a loan arrangement. This amendment will be effec�ve for annual periods beginning on or a�er January 1, 2024.

The Company has reviewed all prospective and recently enacted accounting pronouncements and has determined that none have a material effect on its financial statements.

Use of estimates

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and contingent liabilities at the end of the reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. 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 fiscal year are described below. The Company 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 Company, and such changes are reflected in the assumptions when they occur. The following are the estimates and assumptions that have been made in applying the Company’s accounting policies that have the most significant effect on the amounts in the combined financial statements.

Revenues: The Company is required to make estimates that affect the amount of revenue from contracts with customers under IFRS 15. Management uses judgment to determine 1) whether it is the principal or the agent and 2) the timing of performance obligations being met, at a point in time or over time. The Company uses judgment and estimates to determine the amount of revenue to recognize for each reporting period.

Expected credit losses: Management monitors the financial stability of its customers and the environment in which they operate to make estimates regarding the likelihood that the individual receivable balances will be paid. The Company reviews the components of these accounts on a regular basis to evaluate and monitor this risk. The Company also reviews current economic conditions from time to time and assesses whether there would be any impact on the expected credit losses.

Property and Equipment: Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company’s estimates its recoverable amount. An impairment loss is recognized to the extent the carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value, less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, or cash – generating units. Fair value is determined using various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Income Taxes: Provisions for taxes are made using the best estimate of the amount expected to be paid or refunded based on a qualitative assessment of all pertinent factors. Management reviews the adequacy of these provisions at the end of the reporting period. It is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Xcyte Digital Corp. Notes to Financial Statements For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

4 – RISK MANAGEMENT

Financial risk management objectives and policies

The Company is exposed to various financial risks resulting from its operations. The Company's management, with the Board of Directors oversight, manages financial risks. Where material, these risks are reviewed and monitored by the Board of Directors. Management reviews its capital management approach on an ongoing basis, and believes that this approach, given the Company’s operations, is reasonable. There were no changes to the Company’s approach to capital management during the year ended September 30, 2023.

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. Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. Cash is maintained with major financial institutions in the USA that are credit worthy. The Company maintains all cash in bank accounts insured up to $250,000 by the Federal Deposit Insurance Corporation. On September 30, 2023, the Company did not hold a cash balance with a financial institution in excess of federally insured limits (2022 – in excess of $350,000).

Trade receivables

The Company had no trade receivable balances with customers that made up over 10% of the total reported accounts on September 30, 2023 (2022 – 54%). Of the total accounts receivable balances, 84% has been outstanding for more than 90 days as of September 30, 2023 (2022 – 55%).

Related party debt

On September 30, 2023 and 2022 only debts owed to related par�es that represented 10% or more of total related party debt were amounts owed to ICP and ONM. ICP was owed approximately $900,000 owed for businesses taxes paid on behalf of XCY. ONM was owed approximately $1,711,111 a note payable issued in the asset purchase agreement as considera�on. On September 30, 2022 approximately $1,100,000 was outstanding to ICP in the form of a note payable, and approximately $150,000 was owed for business expenses paid by ICP on XCY's behalf. There was also a note payable owed to ONM of approximately $120,000.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due, by obtaining advances from related parties to support operations and having payments made on its behalf by related parties.

On September 30, 2023 (September 30, 2022), the Company had current assets of $395,414 ($1,240,150) and current liabilities of $2,550,191 ($1,743,204) resulting in a working capital deficit of $2,154,777 ($503,054). All current liabilities due within one year.

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 Company is exposed to interest rate risk to the extent that the cash maintained at the financial institution is subject to a floating rate of interest, but not considered significant. The interest rate risks on liabilities are specific to notes payable, which have a set interest rate. As of September 30, 2023, and 2022, the Company did not have any accounts in foreign currencies and was not exposed to foreign currency risk.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

5 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation or disputes relating to claims arising out of its operations in the normal course of business. As of September 30, 2023, and 2022 the Company is not involved in any such litigation or disputes. Also see Note 11 and Note 14 for additional disclosures on commitments and contingencies.

6 – TRADE RECEIVABLES

DE RECEIVABLES
As of September 30, 2023 Trade receivables Allowance for doubtful accounts Trade receivables, net As of September 30, 2022 Trade receivables Allowance for doubtful accounts Trade receivables, net	Total
	$ 353,750 (24,599)
	329,151
	Total
	$ 646,557 (24,599)
	621,958

Receivables are exposed to credit risk based on the customers’ ability to pay, which is influenced by, among other factors, their financial liquidity position.

The Company’s receivables are generally short-term in nature with approximately 84% outstanding for more than 90 days and no balances are outstanding less than 40 days.

The Company performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-off determined by historic experience adjusted for market conditions. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made. For the period ending September 30, 2023, and 2022, indirect write-offs were approximately $0 and $18,000 respectively and direct write-off were approximately $26,000 and $211,000 respectively.

Xcyte Digital Corp. Notes to Financial Statements For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

7 – PROPERTY, PLANT & EQUIPMENT

OPERTY, PLANT & EQUIPMENT
		Leasehold
	Computer Equipment	Improvements		Total
	$	$		$
Cost
Balance September 30, 2021	1,818,766		46,789	1,865,555
Additions	4,278		-	4,278
Balance September 30, 2022	1,823,044		46,789	1,869,833
Additions	2,089		-	2,089
Balance September 30, 2023	1,825,133		46,789	1,871,922
Accumulated Depreciation
Balance September 30, 2021	(1,791,817)	(46,795)		(1,838,612)
Additions	(13,227)		-	(13,227)
Balance September 30, 2022	(1,805,044)	(46,795)		(1,851,839)
Additions	(5,782)		-	(5,782)
Balance September 30, 2023	(1,810,826)	(46,795)		(1,857,621)
Carrying amounts
Carrying value at September 30, 2021	26,949		-	26,949
Carrying value at September 30, 2022	18,000		-	18,000
Carrying value at September 30, 2023	14,307		-	14,307

As of September 30, 2023, and 2022, the Company had net property and equipment of $14,307 and $18,000 respectively, which is comprised solely of computer equipment. There was additional equipment purchased during the fiscal years ended September 30, 2023, and 2022 for $2,089 and $4,278, respectively. There were no disposals of Property and equipment during the years ended September 30, 2023, and 2022.

8 – INTANGIBLE ASSETS

ANGIBLE ASSETS
	Software
	Development and
	Software
	$
Cost
Balance September 30, 2021	335,964
Additions	-
Balance September 30, 2022	335,964
Additions	-
Balance September 30, 2023	335,964
Accumulated Depreciation
Balance September 30, 2021	(278,971)
Additions	(6,227)
Balance September 30, 2022	(285,198)
Additions	(6,727)
Balance September 30, 2023	(291,925)
Carrying amounts
Carrying value at September 30, 2021	56,993
Carrying value at September 30, 2022	50,766
Carrying value at September 30, 2023	44,039

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

8 – INTANGIBLE ASSETS (CONTINUED)

As of September 30, 2023, and 2022, the Company had net intangible assets of $44,039 and $50,766 respectively, which comprises of software, software development, onstream media platform (cloud-based platform). There were no intangible assets purchased in the years ending September 30, 2023, and 2022. The Company’s intangible assets have an estimated useful life of between 3-5 years.

9 – TRADE PAYABLES AND ACCRUED LIABILITIES

As of September 30, 2023	Total
	$
Vendor payable and accruals		233,317
Vacation Accrual		-
Accrued payroll		-
Accrued commissions		-
Tradepayables and accrued liabilities		233,317

As of September 30, 2022	Total
	$
Vendor payable and accruals	644,437
Vacation Accrual	57,220
Accrued payroll	28,712
Accrued commissions	267
Tradepayables and accrued liabilities	730,636

The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. Approximately 96.2% of trade payables is outstanding for more than 90 days. Management has amended the payment terms with vendors to maximize cash flow. The Company has arrangements with certain customers who are also vendors that may permit them from time to time to net related receivable and payable balances. These accounts payable and accounts receivable balances are reported gross in these combined financial statements, respectively, as accounts payable or receivable, and have not been netted.

10 – REFUNDABLE CUSTOMER DEPOSITS

The Company, from time to time receives payments from customers in excess of their accounts receivable balance. When these conditions are identified, excess payments are accrued as a liability to be refunded to customers. When refunds are paid the liability is reduced, or when services are provided revenue is recognized. On September 30, 2023, and 2022, refundable customer deposits were $179,820 and $177,071, respectively.

Xcyte Digital Corp. Notes to Financial Statements For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

11 – NOTE PAYABLES

Onstream Media Corp.

On July 13, 2023, the Company issued a promissory note for $1,711,111 to Onstream Media Corp. as consideration for the asset purchase agreement. The promissory note is due on July 13, 2024, accrues interest at 6% per annum. The promissory note may be prepaid prior to maturity, and payment can be settled through cash payment or distribution of shares in GHP Noetic Science-Psychedelic Pharma Inc. As of September 30, 2023, the balance of the promissory note was $1,711,111, and interest accrued and expensed was $22,221.

On October 24, 2023, the promissory note was amended to state that 80% of the promissory note would be repaid at maturity, and the remaining within 30 days of the Company establishing a 12-month revenue run rate of $1,200,000 USD.

On October 31, 2023, the promissory note was amended to state that the balance could only be settled in cash.

Infnite

On September 30, 2022 INF had an outstanding note payable owed to an unrelated party in the amount of $123,294. The original principal of the debt was $180,000, the debt discount was $5,400, maturity date is November 28, 2022. Under the asset purchase agreement dated July 13, 2023 the note was not transferred to XCY, rather INF retained it as its obliga�on and therefore the debt was not owed by Xcyte at September 30, 2023.

12 – REVENUE

Revenue by operating business segment is outlined in the table below:

As of September 30,2023	2023	2022
	$	$
Revenue
Conferencing	1,036,262	1,580,179
Lead sales	46,500	61,375
Subscriptions	193,448	223,870
Webinars	41,940	59,660
Webcasting	-	167,231
Other	38,699	62,941
Total Revenues	1,356,849	2,155,256

Subscription, conferencing, webinar and webcasting revenues during the years ended September 30, 2023, and 2022, were generated over 90% within the United States, and the nature of the revenue was recurring. Revenues were generated by non-government agencies.

Lead sales revenue during the years ended September 30, 2023, and 2022, were generated over 90% within the United States, and the nature of the revenue was non-recurring. The revenues were generated by non-government agencies.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

13 – SHARE CAPITAL

The Company has 100 million shares of common stock and 5 million shares of preferred stock, without par value, authorized for issuance. Prior to July 13, 2023, the Company did not have any shares issued and outstanding.

On July 13, 2023, XCY issued 9,796,000 common shares to ONM to acquire certain revenue generating assets and assumed a liability.

On July 26, 2023, the Company issued 172,465 common shares to James Hayes-Jones pursuant to the terms of a management consulting agreement.

The 9,796,000 and 172,465 common shares were subsequently exchanged for 57,800,000 XCY Subordinate Vo�ng Shares "SV Shares", in connec�on with the Closing of the reverse merger, which was a qualifying transac�on requiring the exchange of these common shares at a rate of 1:5.7983.

As of September 30, 2023, the Company had 9,968,465 common shares issued and outstanding.

14 – RELATED PARTY TRANSACTIONS

The Company’s related parties are ONM and ICP. These entities share common owners and officers with the Company and therefore are deemed related parties. The Company had an ongoing arrangement with ICP, whereby it sold several groups of customer accounts for cash, in return it managed collections for the related customers and was obligated to pay a portion of customer collections as finance fees to ICP partners. Additionally, there were transfers of funds between the two entities for operations. The amount due to or from ICP was a result of this arrangement.

Key Management Compensation

The following table summarizes key management personnel and directors’ compensation for the period ending September 30, 2023, and 2022:

Fiscal Years Ended September 30,	2023	2022
	$	$
Salaries and other compensation	155,135	51,500
Total	155,135	51,500

During the year ended September 30, 2023:

The Company incurred consulting expense of $55,135 for services rendered by the acting CFO and had amounts owing to the CFO as of September 30, 2023, of $20,477;
The Company incurred $100,000 for compensation to an officer as a signing bonus.

During the year ended September 30, 2023, and 2022, Randy Selman was the CEO and CFO of XCY for the fiscal year ended September 30, 2022, and opted to receive no compensation.

On March 1, 2022, XCY engaged a consulting firm for business advisory services, to obtain internal financial oversight and an acting Chief Financial Officer (“CFO”). The agreed compensation was CAD $10,000 per month and share awards valued at CAD $50,000 to be awarded once the Company becomes a listed public issuer. The acting CFO’s contract was amended on March 1, 2023, to provide only services as a financial consultant. Total expense incurred for these services in the fiscal year ended September 30, 2023, and 2022 were $16,252 and $51,500.

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

14 – RELATED PARTY TRANSACTIONS (CONTINUED)

Other Payables - ICP

On September 30, 2023, and 2022, amounts owed to ICP for specific vendor payable balances were $0 and $153,087, respectively. This payable was retained by INF at the time of the asset purchase agreement and therefore, the balance is not owed by XCY as of September 30, 2023.

Note payable - ICP

The Company has obtained financing arrangements with a vendor through ICP to pay amounts owed for telecommunication taxes and administrative fees. Interest rates are 12.75% per annum, amounts are due on demand, and are subject to certain charges and fees. During the fiscal year ended September 30, 2023, and 2022 interest expenses were $171,984 and $160,416, respectively. Note Payable - current balances were $405,943 and $555,398, and Note Payable – non-current were $498,379, and $535,139, on September 30, 2023, and 2022, respectively. In the asset purchase agreement, this note was assumed by XCY.

ONM

XCY regularly received funding from ONM and made payments to or on behalf of ONM for operations. These amounts are considered to be contributed or distributed capital.

ONM – Sublease Allocation Agreement

The Company was party to a sub-lease obliga�on through the alloca�on of the lease from ONM, a related party. This lease expired on November 30, 2022.

Ofce Lease

The Company assumed a lease obliga�on under the asset purchase agreement. ONM entered this lease with an unrelated party on October 6, 2023, which began on December 1, 2022, and expired on November 30, 2023. The lease is for the use of property located at 3500 Gateway, Suite 106, Pompano Beach, Florida 33069. The gross monthly payment for this lease is $1,820. This lease is a short-term lease and does not require capitaliza�on under IFRS 16, and therefore all lease payments required were incurred as rental expense. Total rental expense for fiscal period ending September 30, 2023, was $9,101.

15 – INCOME TAXES

For the fiscal years 2023 and 2022, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The non-capital loss carryforwards expire as approximately as follows:

2042 2043 Total	122,000 825,000
	$ 947,000

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

15 – INCOME TAXES (CONTINUED)

The Company’s effective federal tax rate is 21%. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes (2022 – 21%), as follows:

Fiscal Years Ended September 30,	2023 2022
Net opera�ng losses before taxes Federal income tax rate Tax expense (beneft ) at statutory rate Change in the tax benefts not recognized Income tax recovery	$ (825,289) $ (122,000) 21% 21%
	(173,311) (25,620) 173,311 25,620
	$ - $ -

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect of significant components of the Company’s deferred tax assets at September 30, 2023 and 2022, respectively, are as follows:

Fiscal Years Ended September 30,	2023 2022
Deferred tax asset: Deferred tax asset beginning balance Deferred tax asset of the fscal year Deferred tax asset ending balance Less: Deferred tax asset valua�on allowance Total net deferred tax assets	$ 25,620 $ - 173,311 25,620
	$ 198,931 $ 25,620 (198,931) (25,620)
	$ - $ -

In assessing the ability to realize the deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The tax returns have not yet been filed for the fiscal years ended September 30, 2023 and 2022, and once filed will be subject to examination by the IRS.

16 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events or transactions occurring through January 26, 2024, the date on which the financial statements were available to be issued and determined that the following events or transactions are required to be disclosed herein.

Qualifying Transaction

On May 15, 2023, Xcyte and Onstream Media Corporation entered into a definitive agreement, as amended on June 15, 2023 (the “Business Combination Agreement”) with GHP Noetic Science-Psychedelic Pharma Inc. (“GHP”). Pursuant to the Transaction Agreement, GHP acquired all of the issued and outstanding securities of Xcyte (the “Xcyte Shares”) from the Vendors in exchange for securities of GHP (the “Transaction”).

Xcyte Digital Corp. Notes to Financial Statements

For the Years Ended September 30, 2023, and 2022 (Expressed in United States Dollars)

16 – SUBSEQUENT EVENTS (CONTINUED)

The Transaction resulted in a reverse takeover of GHP by Xcyte and will constitute GHP’s “Qualifying Transaction” (as such term is defined in Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “Exchange”)). GHP, Xcyte and Xcyte’s shareholders are all arm’s length parties, therefore the Transaction will not be a non-arms’ length transaction under the policies of the TSXV and did not require the approval of the shareholders of GHP.

On closing of the Transaction (“Closing”), GHP (being, following Closing, the “Resulting Issuer”), was listed as a Tier 2 Technology Issuer on the Exchange.

Terms of the Transaction

The Transaction constituted a reverse takeover of GHP by Xcyte, pursuant to which the Vendors agreed to sell, assign and transfer the Xcyte Shares to GHP, and GHP agreed to purchase the Xcyte Shares from the Vendors, free and clear of all encumbrances, other than as disclosed in the Transaction Agreement. Upon Closing, GHP intended to complete a share reorganization (the “Share Reorganization”), pursuant to which GHP: (i) redesignated the currently outstanding common shares of GHP (the “Shares”) as subordinate voting shares (the “SV Shares”); and (ii) create a class of multiple voting shares (the “MV Shares”), with each GHP MV Share convertible into 10,000 SV Shares and each GHP MV Share entitled to vote on an as-converted basis with the SV Shares with 10,000 votes per GHP MV Share. GHP also intends to undertake a consolidation (the “Consolidation”) of the SV Shares on the basis of one postConsolidation GHP SV Share for each 1.25 pre-Consolidation SV Shares.

In connection with the completion of the Transaction, GHP issued (i) 5,680 MV Shares to Onstream and 1,000,000 SV Shares to James Hayes-Jones, being, collectively, the Consideration Shares, and (ii) 1,200,000 SV Shares to ITB in satisfaction of certain payment obligations in accordance with the ITB Service Agreement between Onstream and ITB, together representing an aggregate value of approximately $14,750,000 (at a deemed price of $0.25 per SV Share assuming conversion of all MV Shares into SV Shares).

The transaction closed on November 9, 2023.

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Xcyte Digital Corp. — AGM Information 2024

47914_rns_2024-08-06_460f8ec4-06e2-4dfb-bc76-186fbc89d499.pdf

XCYTE DIGITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

XCYTE DIGITAL CORP.

MANAGEMENT INFORMATION CIRCULAR

July 22, 2024

PROXY RELATED INFORMATION

Appointment of Proxies

Manner of Voting and Exercise of Discretion

Revocations of Proxies

Voting by Non-Registered Shareholders

VOTING SECURITIES AND RECORD DATE

PRINCIPAL HOLDERS OF VOTING SECURITIES

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

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Advance Notice Provisions

Director Nominee Information

“RESOLVED AS AN ORDINARY RESOLUTION THAT:

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

APPROVAL OF APPOINTMENT AND REMUNERATION OF AUDITOR

APPROVAL OF AMENDMENT AND RESTATEMENT OF OMNIBUS EQUITY INCENTIVE PLAN

General

Proposed Amendment to Increase Shares Subject to the Plan and Related Amendments

Summary of the Plan

Eligible Participants

Option Awards

Share Appreciation Rights

Restricted Share Units and Performance Share Units

Deferred Share Units

Ceasing to be an Eligible Participant

Shareholder Approval of the Proposed Plan Amendments

“RESOLVED AS AN ORDINARY RESOLUTION THAT:

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

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

STATEMENT OF EXECUTIVE COMPENSATION

General

Director and NEO Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Pension Plan Benefits

Stock Option and other Equity Incentive Plans

Employment, Consulting and Management Agreements and Description of Director and NEO Compensation

Randy Selman, Chief Executive Officer and Director

Alan Saperstein, Chief Operations Officer and Director

Nelson Lamb, Chief Financial Officer

James Hayes-Jones, President of Event Technology

Oversight of Director and Named NEO Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND OFFICERS

AUDITORS

MANAGEMENT CONTRACTS

CORPORATE GOVERNANCE PRACTICES

Board of Directors

Directorships

Nomination of Directors

Director Term Limits

Board’s Relations with Management

Director Compensation

Director Assessment

Director Orientation and Continuing Education

Ethical Business Conduct

AUDIT COMMITTEE DISCLOSURE

Audit Committee Charter

Audit Committee Composition

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

ADDITIONAL INFORMATION

APPROVAL OF THE BOARD

SCHEDULE "A"

AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN

Xcyte Digital Corp. AGM Information 2024