Trusted Brand 2016 Inc.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, MAY 15, 2020

NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF TRUSTED BRAND 2016 INC. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF TRUSTED BRAND 2016 INC. TO BE HELD ON FRIDAY, MAY 15, 2020.

TO BE HELD AT:

The Offices of Fairway Divorce Solutions Suite 125, 101 - 6th Street SW Calgary, Alberta T2P 5K7 At 4:30 pm

Dated: April 15, 2020

TRUSTED BRAND 2016 INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the "Meeting") of holders of common shares ("Common Shares") of Trusted Brand 2016 Inc. (the "Corporation") will be held at the offices of Fairway Divorce Solutions, Suite 125, 101 - 6th Street SW Calgary, Alberta T2P 5K7, on Friday, May 15, 2020 at 4:30 p.m. for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2018 and December 31, 2019;
1. to fix the number of directors of the Corporation to be elected at the Meeting at four (4);
1. to elect the Board of Directors of the Corporation for the ensuing year;
1. to appoint the auditor of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor's remuneration;
1. to consider and, if thought fit, to pass an ordinary resolution by the disinterested shareholders, the full text of which is set forth in the accompanying information circular, authorizing the Board to issue options under the Corporation's fixed stock option plan to insiders as a group in an amount equal to up to 20% of the issued and outstanding common shares of the Corporation;
1. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, authorizing the change of name of the Corporation to "Yorkton Equity Group Inc." or such other name as the Board, in their sole discretion and subject to applicable regulatory approval, determines to be appropriate;
1. to consider, and, if deemed advisable, to pass, with or without variation, a disinterested resolution of the shareholders, the full text of which is set forth in the Information Circular, approving the re-pricing of all existing stock options (including options reserved for grant) of the Corporation to an exercise price \$0.15 per share (or such other price as may be permitted by the TSX Venture Exchange);
1. to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set in the accompanying Management Information Circular prepared for the purpose of the Meeting, authorizing the Company to transfer to the NEX board of the TSX Venture Exchange ("TSX-V");
1. to consider and, if deemed advisable, approve, with our without variation, an ordinary resolution of disinterested shareholders, the full text of which is set forth in the accompanying Management Information Circular, authorizing the Company to cancel certain Seed Shares (as defined in TSX-V Policy 1.1) of the Company; and
to transact such other business as may be properly brought before the meeting or any adjournment thereof.

DATED this 15th day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

signed "Ted Geier"

Chief Executive Officer and Director

NOTE:

It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. A proxy will not be valid unless it is deposited with our transfer agent Computershare, (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 4:30pm (Mountain Standard Time) on May 13, 2020, or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

TRUSTED BRAND 2016 INC. MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR ("MANAGEMENT INFORMATION CIRCULAR") IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF TRUSTED BRAND 2016 INC. (THE "CORPORATION") of proxies from the holders of common shares (the "Common Shares") for the annual general and special meeting of the shareholders of the Corporation (the "Meeting") to be held on Friday, May 15, 2020 at 4:30 p.m. at the offices of Fairway Divorce Solutions, Suite 125, 101 - 6th Street SW, Calgary, Alberta T2P 5K7, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting ("Notice of Meeting").

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the "Management Designees") in the enclosed instrument of proxy ("Instrument of Proxy") have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (whom need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification with him to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his shares.

A proxy will not be valid unless it is deposited with our transfer agent Computershare, (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 4:30pm (Mountain Standard Time) on May 13, 2020, or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting.

Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or by his authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation or with Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or at any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting his shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as "Beneficial Shareholders") should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder's name. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

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

All references to shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

This Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting have been sent directly by the Corporation, rather than through an intermediary, to non-objecting beneficial owners under National Instrument 54-101. These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING OF PROXIES

Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

QUORUM

The by-laws of the Corporation provide that a quorum of shareholders is present at a meeting of shareholders of the Corporation if at least one holder of not less than five (5%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting is present in person or by proxy.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares. As at the effective date of this Information Circular (the "Effective Date"), which is April 9, 2020, 3,962,900 Common Shares are issued and outstanding as fully paid and non-assessable. No other shares of any other class are issued or outstanding. The Common Shares are the only shares entitled to be voted at the Meeting and holders of Common Shares are entitled to one vote for each Common Share held.

Holders of Common Shares of record at the close of business on April 9, 2020 (the "Record Date") are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that, (a) the holder has transferred the ownership of any of his Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that his name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote his Common Shares at the Meeting.

To the knowledge of the directors and the executive officers of the Corporation, as at the Effective Date, no person or company beneficially owns, directly or indirectly, or controls or directs, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation other than:

		Number of Common
		Shares Owned or Controlled at the	Percent of Outstanding Common Shares at the
Name	Type of Ownership	Effective Date	Effective Date
Ted Geier	Registered and Beneficial	1,096,200	27.6%

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

On November 30, 2016, the Corporation completed its initial public offering and listing on the TSX Venture Exchange ("TSX Venture") as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture. The net proceeds of the Corporation's initial public offering and the funds received on incorporation are aimed towards the identification and evaluation of business assets with a view to completing a potential Qualifying Transaction as such term is defined in Policy 2.4 of the TSX Venture. Therefore, the executives are not compensated beyond the grant of stock options.

Option-based Awards

When granted, the allocation of the number of options granted among the directors and officers of the Corporation is determined by the entire Board of Directors. See "Incentive Plan Awards" below and "DIRECTOR COMPENSATION - Incentive Plan Awards" below.

Compensation Governance

The Board of Directors has not appointed a Compensation Committee. The Named Executive Officers are not compensated, other than the grant of stock options, which alleviates the necessity of a Compensation Committee.

Summary Compensation Table

The following table sets forth all annual and long term compensation for the three most recently completed financial years for services in all capacities to the Corporation and its subsidiaries, if any, in respect of individual(s) who were acting as, or were acting in a capacity similar to, a chief executive officer or chief financial officer and the three most highly compensated executive officers whose total compensation exceeded \$150,000 per annum (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
					Plan (\$)	Non-Equity Incentive Compensation
Name and Principal Position	Year Ended December 31	Consulting Fees/Salary (\$)	Share Based Awards (\$)(1)	Option Based Awards (\$)(2)	Annual Incentive Plans	Long Term Incentive Plans	Pension Value (\$)	All Other Compensation (\$)	Total Compensation (\$)(3)
Ted Geier(3) Chief Executive Officer	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Kevin Saskiw	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Chief Financial	2018	Nil	Nil	Nil(4)	Nil	Nil	Nil	Nil	Nil
Officer	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) "Share-Based Award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

(2) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The "grant date fair value" has been determined by using the Black-Sholes option pricing model. See discussion below.

(3) Mr. Geier was appointed as Chief Executive Officer on February 2, 2018.

(4) Mr. Saskiw has 101,200 options to acquire 101,200 Common Shares approved by the Board for allocation to Mr. Saskiw but not granted.

Narrative Discussion

Calculating the value of stock options using the Black-Scholes option pricing model is very different from a simple "in-the-money" value calculation. In fact, stock options that are well out-of-the-money can still have a significant "grant date fair value" based on a Black-Scholes option pricing model, especially where, as in the case of the Corporation, the price of the share underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Named Executive Officer of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards			Share-Based Awards
Name and Title	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price (\$)	Option Expiration Date	Value of Unexercised in-the money Option(1)(2) (\$)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested (\$)	Market or payout value of vested share-based awards not paid out or distributed (\$)
Ted Geier Chief Executive Officer	65,090	\$0.25	November 30, 2026	Nil	N/A	N/A	N/A
Kevin Saskiw Chief Financial Officer	Nil(3)	N/A	Nil	Nil	N/A	N/A	N/A

Notes:

(1) Unexercised "in-the-money" options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.
(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2019 (the last day the Common Shares traded in the most recently completed financial year), being \$0.20 per Common Share, and the exercise price of the options. (\$0.20 per Common Share is the proposed transaction price for the Corporation's announced Qualifying Transaction).
(3) Mr. Saskiw has 101,200 options to acquire 101,200 Common Shares approved by the Board for allocation to Mr. Saskiw but not granted.

None of the awards disclosed in the table above have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for each Named Executive Officer.

Name and Title	Option-Based Awards - Value vested during the year (\$)(1)	Share-Based Awards - Value vested during the year (\$)	Non-Equity Incentive Plan Compensation - Value earned during the year (\$)
Ted Geier Chief Executive Officer	Nil	N/A	N/A
Kevin Saskiw Chief Financial Officer	Nil(2)	N/A	N/A

Note:

(1) Based on the difference between the market price of the Common Shares at the vesting date and the exercise price.

(2) Mr. Saskiw has 101,200 options to acquire 101,200 Common Shares approved by the Board for allocation to Mr. Saskiw but not granted.

Narrative Discussion

The Corporation has amended the stock option plan previously adopted by the Board of Directors of the Corporation on November 30, 2016 (the "Plan"). All issued and outstanding stock options previously granted are continued under and governed by the Plan. The significant terms of the Plan are disclosed in this Management Information Circular under "PARTICULARS OF MATTERS TO BE ACTED UPON - Approval of Stock Option Plan".

On April 15, 2020, the Corporation's Board approved a "fixed number" stock option plan (the "Fixed Option Plan"), subject to shareholder approval and TSX Venture Exchange acceptance. The Fixed Option Plan will limit the granting of option to 4,192,580 Common Shares which is 20% of the current outstanding Common Shares of the Corporation following completion of its Qualifying Transaction ("Outstanding Issue").

Pension Plan Benefits

The Corporation does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

The Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a Named Executive Officer's responsibilities.

DIRECTOR COMPENSATION

For a description of the compensation paid to the Named Executive Officer of the Corporation who also acted as a director of the Corporation, see "EXECUTIVE COMPENSATION".

Director Compensation Table

The following table sets forth all compensation provided to directors who are not also Named Executive Officers ("Outside Directors") of the Corporation for the financial year ended December 31, 2019.

Name	Fees Earned (\$)	Share Based Awards (\$)(1)	Option Based Awards (\$)(2)	Non-Equity Incentive Plan Compensation (\$)	Pension Value (\$)	All Other Compensation (\$)	Total (\$)
Robert Libin	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Karen Stewart	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Perla Woo	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) "Share-Based Award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.
(2) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features. The "grant date fair value" has been determined by using the Black-Sholes option pricing model.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth details of all awards outstanding for each Outside Director of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year.

	Option-Based Awards			Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price (\$)	Option Expiration Date	Value of Unexercised in-the money Option(1)(2) (\$)	Number of Shares or Units of Shares that have not vested (#)	Market or Payout Value of Share-Based Awards that have not vested (\$)	Market or payout value of vested share-based awards not paid out or distributed (\$)
Robert Libin	46,000	\$0.25	November 30, 2026	Nil	Nil	Nil	Nil
Karen Stewart	138,000	\$0.25	November 30, 2026	Nil	N/A	N/A	N/A
Perla Woo	46,000	\$0.25	November 30, 2026	Nil	Nil	Nil	Nil

Notes:

(1) Unexercised "in-the-money" options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option.

(2) The aggregate of the difference between the market value of the Common Shares as at December 31, 2019 (the last day the Common Shares traded in the most recently completed financial year), being \$0.20 per Common Share, and the exercise price of the options. (\$0.20 per Common Share is the proposed transaction price for the Corporation's announced Qualifying Transaction).

None of the awards disclosed in the table above have been transferred at other than fair market value.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year for Outside Directors of the Corporation.

Name	Option-Based Awards - Value vested during the year (\$)(1)	Share-Based Awards - Value vested during the year (\$)	Non-Equity Incentive Plan Compensation - Value earned during the year (\$)
Robert Libin	Nil	N/A	N/A
Karen Stewart	Nil	N/A	N/A
Perla Woo	Nil	N/A	N/A

Note:

(1) Based on the difference between the market price of the Common Shares at the vesting date and the exercise price.

Narrative Discussion

The shareholders approved the stock option plan previously adopted by the Board of Directors on December 21, 2017. All issued and outstanding stock options previously granted are continued under and governed by the Plan. The significant terms of the Plan are disclosed in this Management Information Circular under "PARTICULARS OF MATTERS TO BE ACTED UPON - Approval of Stock Option Plan".

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to \$10,000 or greater per individual.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at the end of the Corporation's most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding securities reflected in Column 1)(1)
Equity compensation plans approved by securityholders	295,090	0.25	101,800
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	295,090	\$0.25

Notes:

(1) The aggregate number of Common Shares that may be reserved for issuance under the Plan shall not exceed 10% of the Corporation's issued and outstanding shares.

(2) The Corporation has 101,200 options to acquire 101,200 Common Shares approved by the Board for allocation to an officer, but not granted at the date hereof.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein and below, or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, proposed nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

MANAGEMENT CONTRACTS

Other than as set forth herein, during the most recently completed financial year, no management functions of the Corporation were to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise set out herein, no director or executive officer of the Corporation or any proposed nominee of management of the Corporation for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting.

AUDIT COMMITTEE

Audit Committee Charter

The text of the Corporation's Audit Committee charter which sets out the mandate, organization, powers and responsibilities of the Audit Committee is attached at Exhibit 1 hereto.

Audit Committee Composition

The following are the members of the Audit Committee, as at the date hereof:

Robert Libin	Independent(1)	Financially literate(1)
Karen Stewart	Independent(1)	Financially literate(1)

Notes:

(1) As defined by National Instrument 52-110 ("NI 52-110").

(2) Chairman of the Audit Committee

Relevant Education and Experience

Robert Libin is an independent businessman. From 1979 to 1986 he was an investment advisor with a number of financial institutions. From 1989 to present he has been the Vice President of Balmon Investments Ltd. (formerly Balmon Holdings Ltd.), a private company. Mr. Libin has also been a director of a number of publicly traded companies.

Karen Stewart is the founder and has been Chief Executive Officer of Fairway Divorce Solutions, a private divorce resolution company, since 2006. In this capacity, Ms. Stewart has developed a corporate and franchise business with locations from Ontario to British Columbia. She is also the founder and has been CEO of Oreiva Insurance Inc., a private insurance brokerage, since 2013. Karen has over 20 years of experience in the financial services industry including but not limited to: financial broker dealers in IDA and MFDA, boutique brokerage firms, real estate investment firms and an insurance brokerage business. She received her Masters of Business Administration from the University of Saskatchewan in 1988 as well as her Bachelor of Science Degree from the University of Saskatchewan in 1986.

All of the members of the Audit Committee have been either directly or indirectly involved in the preparation of the financial statements, filing of quarterly and annual financial statements, dealing with auditors, or have been a member of audit committees through their experience as directors of public and private companies. All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (securities regulatory authority exemption).

Pre-Approval Policies and Procedures

The Audit Committee had adopted specific policies and procedures for the engagement of non-audit services as described above under the heading "Audit Committee Terms of Reference - External Auditors".

External Auditor Service Fees

The aggregate fees billed by the Corporation's external auditors for 2017 and 2018 (plus an estimate for 2019) for audit and other fees are as follows:

Financial Year Ending December 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2019 (estimate)	\$10,000	Nil	\$2,500	Nil
2018	\$10,000	Nil	\$2,200	Nil
2017	\$7,500	Nil	\$3,000	\$600

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110, the exemption for Venture issuers in relation to the requirement that every audit committee member be independent.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day to day management of the Corporation. The Board of Directors is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), the Corporation is required to disclose its corporate governance practices as summarized below.

Board of Directors

The Board of Directors is currently comprised of four members and all of these individuals are nominated from re-election at the Meeting. Karen Stewart, Robert Libin, and Perla Woo are the independent directors of the Corporation.

Ted Geier, the Chief Executive Officer of the Corporation, is a member of management and, as a result, not an independent director.

NI 58-101 suggests that the Board of Directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director's independent judgement. As disclosed above, the Board of Directors is comprised of a majority of independent directors. The independent judgment of the Board of Directors in carrying out its responsibilities is the responsibility of all directors. The Board of Directors of the Corporation facilitates independent supervision of management through meetings of the Board of Directors and through frequent informal discussions among independent members of the Board of Directors and management. In addition, the Board of Directors have free access to the Corporation's external auditors, legal counsel and to any of the Corporation's officers.

Directorships

The following directors of the Corporation are presently directors of other reporting issuers:

Name	Name of Reporting Issuer	Name of Exchange or Market (if applicable)
Robert Libin	Traverse Energy Ltd.	TSX Venture
	Braveheart Resources Inc.	TSX Venture

Orientation and Continuing Education

Each new director is given an outline of the nature of the Corporation's business, its corporate strategy and current issues with the Corporation. New directors are also expected to meet with management of the Corporation to discuss and better understand the Corporation's business and are advised by counsel to the Corporation of their legal obligations as directors of the Corporation. New directors are also given copies of the Corporation's policies.

The introduction and education process will be reviewed on an annual basis by the Board of Directors and will be revised as necessary.

Ethical Business Conduct

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

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as the directors of the Corporation also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Alberta), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

Nomination of Directors

The Board of Directors have not appointed a nominating committee. The Board of Directors determine new nominees to the Board of Directors although no formal process has been adopted. The nominees are generally the result of recruitment efforts by the Board of Directors members including both formal and informal discussions among the Board of Directors members and officers.

Compensation

Other Board of Directors Committees

The Corporation has no standing Committees at this time other than the Audit Committee as discussed above.

Assessments

The Board of Directors have not implemented a formal process for assessing its effectiveness or the effectiveness of its individual members or its committees. As a result of the Corporation's size, its stage of development and the limited number of individuals on the Board of Directors, the Board of Directors consider a formal assessment process to be unnecessary at this time. The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.

PARTICULARS OF MATTERS TO BE ACTED UPON

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

1. Report and Financial Statements

The Board of Directors of the Corporation has approved all of the information in the audited financial statements of the Corporation for the year ended December 31, 2018 and 2019, copies of which are delivered herewith.

2. Fix Number of Directors to be Elected at the Meeting

Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting. In order to be effective, an ordinary resolution requires the approval of a majority of the votes cast by shareholders who vote in respect of the resolution.

At the Meeting, it will be proposed that four (4) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at four (4).

3. Election of Directors

The Corporation currently has four (4) directors and all of these directors are being nominated for reelection. In addition, The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee's municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Effective Date.

You can vote for all of these directors, vote for some of them and withhold for others, or withhold for all of them. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of all of the persons named in the following table to the Board of Directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management Designees will be voted for another nominee in their discretion unless the shareholder has specified in his form of proxy that his Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Corporation or the provisions of the Business Corporations Act (Alberta) to which the Corporation is subject.

Name, Municipality of Residence, Office and Date Became a Director	Present Occupation and Positions Held During the Last Five Years	Number and Percentage of Common Shares Held or Controlled as at the Date of this Management Information Circular(1)
Karen Stewart (2)	Ms. Stewart is the founder and has been Chief Executive Officer of	104,000
Calgary, AB Director since March 4, 2016	Fairway Divorce Solutions, a private divorce resolution company, since 2006. In this capacity, Ms. Stewart has developed a corporate and franchise business with locations from Ontario to British Columbia. She is also the founder and has been CEO of Oreiva Insurance Inc., a private insurance brokerage, since 2013. Karen has over 20 years of experience in the financial services industry including but not limited to: financial broker dealers in IDA and MFDA, boutique brokerage firms, real estate investment firms and an insurance brokerage business.	(2.6%)

Name, Municipality of Residence, Office and Date Became a Director	Present Occupation and Positions Held During the Last Five Years	Number and Percentage of Common Shares Held or Controlled as at the Date of this Management Information Circular(1)
Perla Woo	Ms. Woo has been President and CFO of Caiterra International	240,000
Calgary, AB Director since March 4, 2016	Energy Corporation, an oil and gas company listed on the TSXV, since January 2015. She was a co-founder of Sunshine Oilsands Ltd. and was Senior Vice President of Sunshine Oilsands from October 2007 to September 2008 and previously held the position of Vice President, Engineering. She has worked at Sunshine Oilsands from 2007-2014 in the areas of capital fundraising, treasury, and investor relations. Ms. Woo has over 20 years of experience working in the oil and gas industry in Canada in the fields of reservoir engineering, exploitation, pressure transient analysis, and capital raise.	(6%)
Robert Libin (2)	Mr. Libin is an independent businessman. From 1979 to 1986 he	120,000
Calgary, AB Director since March 4, 2016	was an investment advisor with a number of financial institutions. From 1989 to present he has been the Vice President of Balmon Investments Ltd. (formerly Balmon Holdings Ltd.), a private company. Mr. Libin has also been a director of a number of publicly traded companies.	(3%)
Ted Geier
Calgary, AB	Mr. Geier has been the President of Humfrey Industrial, a private industrial machining service company, since 1991. Mr. Geier received his Tech Machinist Degree from SAIT in July, 1996.	1,096,200 (27.6%)

Notes:

(1) The information as to shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective directors.

(2) Members of the Audit Committee

Cease Trade Orders

No proposed director, within 10 years before the date of this Management Information Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) 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 (collectively, an "Order") that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

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

Bankruptcies

No proposed director, within 10 years before the date of this Management Information Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Personal Bankruptcies

No proposed director has, within 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

Penalties and Sanctions

No proposed director has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director,

other than a settlement agreement entered into before December 31, 2000 that would likely not be important to a reasonable securityholder in deciding whether to vote for a proposed director.

4. Appointment of Auditor

The shareholders of the Corporation will be asked to vote for the appointment of MNP LLP, Chartered Professional Accountants ("MNP LLP"), as auditor of the Corporation. Unless directed otherwise by a proxy holder, or such authority is withheld, the Management Designees, if named as proxy, intend to vote the Common Shares represented by any such proxy in favour of a resolution appointing MNP LLP, as auditor of the Corporation for the next ensuing year, to hold office until the close of the next annual general meeting of shareholders or until MNP LLP is removed from office or resigns as provided by the Corporation's by-laws, and the Management Designees also intend to vote the Common Shares represented by any such proxy in favour of a resolution authorizing the Board of Directors to fix the compensation of the auditor. MNP LLP has been the auditor of the Corporation since March 6, 2016.

5. Approval of Stock Option Plan

To date, the shareholders of the Corporation have approved the Corporation's "rolling" stock option plan ("Option Plan") pursuant to which the number of Common Shares that may be issued upon exercise of stock options ("Options") may not exceed 10% of the issued and outstanding Common Shares on a nondiluted basis at any time and such aggregate number of Common Shares automatically increases or decreases as the number of issued and outstanding Common Shares of the Corporation changes.

As of the date of this Management Information Circular, a total of 295,090 Common Shares were granted for issuance under the Option Plan and 101,200 were reserved for grant but not yet granted (approximately 10% of the issued and outstanding Common Shares).

Accordingly, at the Meeting, Shareholders will be asked to consider, and if thought fit, to pass an ordinary resolution approving the adoption by the Corporation of said Fixed Option Plan. In this regard, it is a condition of the TSX Venture Exchange that Shareholders approve the adoption of the Fixed Option Plan at an annual general meeting, and at such time as the number of shares reserved for issuance under the Fixed Option Plan is amended.

The purpose of the Fixed Option Plan will be to assist the Corporation in attracting, retaining and motivating directors, officers, employees and consultants of the Corporation and to closely align the personal interests of such directors, officers, employees and consultants with the interests of the Corporation and its shareholders. Options granted under the Fixed Option Plan would not be assignable and could be granted for a term not exceeding that permitted by the TSX Venture Exchange (currently ten years).

The full text of the Option Plan attached is Exhibit 2 hereto.

Disinterested Shareholder Approval

Pursuant to the provisions of the Exchange Policy 4.4 – Incentive Stock Options, disinterested shareholder approval must be obtained for a stock option plan if the stock option plan, together with all of the issuer's previously established and outstanding stock option plans or grants, could permit at any time:

(a) the aggregate number of common shares reserved for issuance under stock options granted to insiders (as such term is defined in the policies of the Exchange) (as a group) at any point in time to exceed 10% of the issued and outstanding common shares;
a. the grant to insiders (as a group), within a 12 month period, of an aggregate number of options exceeding 10% of the issued shares, calculated at the date an option is granted to any insider; or
b. the aggregate number of options granted to any one person within a 12 month period exceeding 5% of the issued shares, calculated on the date an option is granted to the person.

If insiders of the Corporation participate in the Fixed Option Plan it is possible that the Fixed Option Plan could result in one of the foregoing situations. Accordingly, disinterested shareholder approval will be sought at the Meeting.

In order to obtain disinterested shareholder approval, the Fixed Option Plan must be approved by a majority of the votes cast at the Meeting in person or by proxy, excluding votes attaching to common shares beneficially owned by (i) insiders to whom options may be awarded under the Fixed Option Plan; and (ii) associates of persons referred to in (i). An aggregate of 1,552,500 common shares are held by insiders of the Corporation and are not entitled to vote on the resolution.

At the Meeting, disinterested shareholders will be asked to pass a resolution substantially in the following form:

"RESOLVED AS AN ORDINARY RESOLUTION BY THE DISINTERESTED SHAREHOLDERS THAT:

1. the Board be authorized to reserve 4,192,580 Common Shares for issuance upon exercise of options under the Corporation's Fixed Option Plan;
2. the Board be authorized to reserve for issuance upon exercise of options under the Corporation's Fixed Option Plan: (A) to insiders (as a group) in an aggregate amount exceeding, at any point in time, 10% of the issued and outstanding common shares of the Corporation; (B) to insiders (as a group) in an aggregate amount exceeding, in any 12 month period, 10% of the issued and outstanding common shares of the Corporation; and (C) to any one person in an aggregate amount exceeding, in any 12 month period, 5% of the issued and outstanding common shares of the Corporation;
3. the form of the Fixed Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;
4. the issued and outstanding stock options previously granted shall be continued under and governed by the Fixed Option Plan;
5. the shareholders of the Corporation hereby expressly authorize the board of directors of the Corporation to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard;
6. in the event that the Qualifying Transaction is terminated the Option Plan is ratified and confirmed as the option plan of the Corporation; and
7. any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution."

In order to be passed, the foregoing resolution must be approved by a majority of the votes cast by disinterested shareholders voting at the Meeting in person or by proxy.

The Board recommends that disinterested shareholders vote FOR the ordinary resolution approving the authority granted to the Board in connection with option grants to insiders. Common shares represented by proxies in favour of the management nominees will be voted IN FAVOUR of such ordinary resolution, unless a shareholder has specified in his proxy that his, her or its common shares are to be voted against such ordinary resolution.

If the requisite disinterested shareholder approval is not obtained at the Meeting, the Corporation will not be able to grant options to insiders in amount exceeding 10% of the issued and outstanding common shares of the Corporation.

6. Change of the Name of the Corporation

The Corporation is currently a Capital Pool Company ("CPC"). Pursuant to a letter of intent with 1421526 Alberta Ltd., subject to the certain conditions, the Corporation will acquire all of the shares of 1421526 Alberta Ltd. as its Qualifying Transaction. 1421526 Alberta Ltd. holds certain real estate assets in Edmonton, Alberta. Upon Completion of the Qualifying Transaction, the Resulting Issuer will operate within the real estate sector, and be listed on the Exchange as a Tier 2 real estate issuer. In the event the Corporation completes a Qualifying Transaction (as such term is defined in the policies of the TSXV), , prior to the next annual and special meeting of Shareholders and in connection therewith desires to change the name of the Corporation, management of the Corporation has requested the Shareholders to consider, and, if deemed advisable, to approve, with or without variation, a special resolution (being a resolution passed by not less than two thirds (2/3) of the votes cast by those Shareholders who, being entitled to do so, vote in person or by proxy at the Meeting) to change the name of the Corporation to "Yorkton Equity Group Inc." or such other name acceptable to the registrar, the TSXV and as the Board determine is appropriate (the "Name Change").

As outlined in the resolution below, the new name of the Corporation will be determined by the Board. Even if approved by the Shareholders, the Board may determine not to proceed with the Name Change at its discretion.

The text of the special resolution which management intends to place before the Meeting for the approval of the Name Change is as follows:

"BE IT HEREBY RESOLVED as a special resolution of the shareholders of the Corporation (the "Corporation") that:

1. The change of the name of the Corporation to "Yorkton Equity Group Inc." or such other name acceptable to the TSXV and as the directors of the Corporation in their sole discretion determine is appropriate is authorized and approved.
2. Any officer or director of the Corporation be and is hereby authorized and directed for and on behalf of the Corporation (whether under its corporate seal or otherwise) to execute, deliver and file all such documents and to take all such other action(s) as may be deemed necessary or desirable for the implementation of this special resolution and any matters contemplated thereby.
3. The directors of the Corporation are hereby authorized and granted with absolute discretion to abandon the change of name of the Corporation at any time without further approval, ratification or confirmation by the shareholders of the Corporation."

The requisite regulatory approvals for the Name Change, including the approvals of the TSXV will not be sought by the Corporation until after the Board decides to implement the Name Change resolution. There can be no assurance that the applicable TSXV approvals will be obtained.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the special resolution approving the Name Change. In order to be effective, the foregoing special resolution must be approved by at least two thirds of the votes cast at the Meeting by the Shareholders voting in person or by proxy.

7. Disinterested Shareholder Approval of the Re-Pricing of Stock Options

Subject to the approval of the TSX Venture Exchange and the shareholders of the Corporation, the Board of Directors approved the re-pricing of all existing Options, which Options currently entitle the holders thereof to purchase up to an aggregate of 295,090 Common Shares of the Corporation at exercise price of \$0.25 per share. In addition, there are 101,200 Options reserved for grant and these options proposed to be granted at closing will be priced at \$0.15 per Common Share.

The details of the Options held (or reserved for grant) are set forth in the following table.

Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price (\$)	Proposed Exercise Price (\$)
Ted Geier	65,090	\$0.25	\$0.15
Karen Stewart	138,000	\$0.25	\$0.15
Robert Libin	46,000	\$0.25	\$0.15
Perla Woo	46,000	\$0.25	\$0.15
Kevin Saskiw (reserved for grant)	101,200	No Granted	\$0.15

As part of the Qualifying Transaction, it is proposed that the exercise price of all existing Options be reduced to \$0.15 per share and the expiry date will be extended to one year from the completion of the Qualifying Transaction.

The TSX Venture Exchange requires that shareholders must ratify and approve the proposed re-pricing of Options and that such approval must be obtained by a majority of the votes cast at a meeting of shareholders, other than votes attaching to shares beneficially owned by Insiders. Accordingly, Common Shares owned by Insiders and their associates, will not be included for the purpose of determining whether the required level of shareholder approval has been obtained.

The disinterested shareholders will be asked to consider and if thought fit, approve an ordinary resolution approving the effective re-pricing of all existing Options in the manner set out above. In order for the resolution approving the re-pricing of all existing Options to be effective, it must be approved by the affirmative vote of a majority of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting, excluding the votes, if any, by Insiders and their associates. In the absence of contrary direction, the Management Designees intend to vote proxies in the accompanying form in favour of this ordinary resolution.

The text of the ordinary resolution which management intends to place before the Meeting for the approval of the re-pricing of existing Options is as follows:

"BE IT RESOLVED as an ordinary resolution of the Corporation that:

1. the re-pricing of all existing stock options (including options reserved for grant) of the Corporation to an exercise price \$0.15 per share (or such other price as may be permitted by the TSX Venture Exchange), be approved and ratified;
2. the shareholders of the Corporation hereby expressly authorize the board of directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and
3. any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution."

8. Approval of Transfer to the NEX Board

The Company is a Capital Pool Company ("CPC") under the policies of the TSX Venture Exchange (the "Exchange"). Pursuant to the policies of the Exchange, as a CPC, the Company must complete a qualifying transaction ("Qualifying Transaction") by such date as is permitted by the Exchange. The Company has been placed on notice by the Exchange that if it does not satisfy certain conditions, it will be delisted from trading on the Exchange. The conditions require the Company to either (i) complete its Qualifying Transaction, or (ii) receive the approval of its shareholders for (a) the transfer of the listing of its common shares to the NEX trading board of the Exchange (the "NEX") and (b) the related cancellation of up to 1,680,000 common shares held by the current directors and officers of the Corporation.

The NEX is a distinct trading board of the Exchange designed for listed issuers which were previously listed on the Exchange that have been unable to meet the ongoing financial listing standards of the Exchange. The Exchange provides a trading forum for publicly listed shell companies while they seek and undertake transactions, which are intended to result in the companies carrying on active businesses. A CPC that transfers to the NEX must continue to comply with all of the requirements and restrictions of Exchange Policy 2.4 - Capital Pool Companies.

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to approve, with or without variation by ordinary resolution of disinterested shareholders, the transfer of the Company's listing to the NEX. In order to be effective, the resolution must be passed, with or without variation, by a simple majority of shareholders that are arm's length to the Company (the "Disinterested Shareholders").

Accordingly, the Disinterested Shareholders will be asked to consider and, if thought fit, pass the following resolution:

"BE IT RESOLVED THAT:

1. The Company is authorized to make an application to the Exchange to transfer its listing to the NEX in the event a Qualifying Transaction is not completed or such later date as may be required or approved by the Exchange;
2. Any one officer or director of the Company is further authorized and directed to perform all such acts, deeds and things and execute all such documents, notices or instruments, as may be required to give effect to this resolution; and
3. Notwithstanding the approval by the shareholders of the Company of this resolution, the board of directors of the Company is hereby authorized, at any time in its absolute discretion, to determine whether or not to proceed with the transfer of the Company's listing to the NEX and the transactions contemplated thereby, without further approval, ratification or confirmation by the shareholders of the Company"

In the event the foregoing resolution is not approved by Shareholders, the Company will not be able to transfer to the NEX and the common shares will be delisted from the facilities of the Exchange. In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the above ordinary resolution authorizing the transfer of the Corporation's listing to the NEX.

9. Cancellation of Seed Shares

As set out above, the Company may be delisted from trading on the Exchange. The conditions require

the Company to either (i) complete its Qualifying Transaction, or (ii) receive the approval of its shareholders for (a) the transfer of the listing of its common shares to the NEX and (b) the cancellation of Seed Shares (as defined in Exchange Policy 1.1) of the Company held by current directors and officers of the Corporation such that the average cost of the remaining Seed Shares is at least equal to the Company's initial public offering price.

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to approve, with or without variation by ordinary resolution of Disinterested Shareholders, the cancellation of up to 1,680,000 Seed Shares of the Company held by the current directors and officers of the Corporation such that the average cost of the remaining Seed Shares is at least equal to the IPO price.

In order to be effective, the following resolution must be passed, with or without variation, by a simple majority of Disinterested Shareholders. Accordingly, the Disinterested Shareholders will be asked to consider and, if thought fit, pass the following resolution:

"BE IT RESOLVED THAT:

1. The Company is authorized to cancel 1,680,000 Seed Shares (as defined in Exchange Policy 1.1) of the Company held by the current directors and officers of the Company such that the average cost of the remaining Seed Shares is at least equal to \$0.10, if the Company does not complete a Qualifying Transaction by March 11, 2019 or such later date as may be required or approved by the Exchange;
2. Any one officer or director of the Company is further authorized and directed to perform all such acts, deeds and things and execute all such documents, notices or instruments, as may be required to give effect to this resolution; and
3. Notwithstanding the approval by the shareholders of the Company of this resolution, the board of directors of the Company is hereby authorized, at any time in its absolute discretion, to determine whether or not to proceed with the cancellation of the Seed Shares and the transactions contemplated thereby, without further approval, ratification or confirmation by the shareholders of the Company."

In the absence of instructions to the contrary, the enclosed proxy will be voted FOR the above ordinary resolution authorizing the cancellation of 1,680,000 Seed Shares of the Corporation held by the current directors and officers of the Corporation.

OTHER BUSINESS

While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

GENERAL

Unless otherwise directed, it is management's intention to vote proxies in favour of the resolutions set forth herein. All special resolutions to be brought before the Meeting require, for the passing of the same, a two-thirds majority of the votes cast at the Meeting by the holders of Common Shares. All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of Common Shares. All approvals by disinterested shareholders require the approval of the shareholders not affected by, or interested in, the matter to be approved.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information of the Corporation's most recently completed financial year is provided, or will be provided, in the Corporation's comparative financial statements and management discussion and analysis available on SEDAR. A shareholder may contact the Corporation at:

Trusted Brand 2016 Inc. Third Floor, 14505 Bannister Road SW Calgary, Alberta T2X 3J3 Attention: Ted Geier

to obtain a copy of the Corporation's most recent financial statements and management discussion and analysis without charge.

BOARD APPROVAL

The contents and the sending of this Management Information Circular have been approved by the Board of Directors of the Corporation.

EXHIBIT 1

TRUSTED BRAND 2016 INC. (the "Corporation")

AUDIT COMMITTEE CHARTER

I. Mandate

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

x Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements.
x Review and appraise the performance of the Corporation's external auditors.
x Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board of Directors.

II. Composition

The Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be independent directors.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Corporation's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

III. Meetings

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

The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to the Audit Committee members with copies to the Board of Directors, the Chief Financial Officer or such other officer acting in that capacity, and the external auditor.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

1. Review and update this Charter annually.
1. Review the Corporation's financial statements, MD&A and any annual and interim earnings, press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

1. Require the external auditors to report directly to the Committee.
1. Review annually the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Corporation.
1. Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation and confirming their independence from the Corporation.
1. Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
1. Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
1. Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval and the compensation of the external auditors.
1. Review with management and the external auditors the terms of the external auditors' engagement letter.
1. At each meeting, may consult with the external auditors, without the presence of management, about the quality of the Corporation's accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements.
1. Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
1. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
1. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation's

external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

i. the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent (5%) of the total amount of revenues paid by the Corporation to its external auditors during the fiscal year in which the nonaudit services are provided;
ii. such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and
iii. such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Process

1. In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
1. Consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.
1. Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors and management.
1. Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
1. Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
1. Review any significant disagreement among management and the external auditors regarding financial reporting.
1. Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
1. Review the certification process.
1. Establish procedures for:
i. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

ii. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Other

Review disclosure of any related-party transactions.

V. Authority

The Committee may:

(a) engage independent outside counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the Committee; and
(c) communicate directly with the internal and external auditors.

The Committee shall have unrestricted access to the Corporation's personnel and documents and will be provided with the resources necessary to carry out its responsibilities.

EXHIBIT 2

TRUSTED BRAND 2016 INC.

STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the "Plan") of Trusted Brand 2016 Inc., a corporation incorporated under the Business Corporations Act (Alberta) (the "Corporation") is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the "Shares"), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the "Board"). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the "Exchange").

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation's authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 4,192,580 common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

However, other than in connection with a "Qualifying Transaction" (as defined in Policy 2.4 of the Exchange) or otherwise accepted by the TSX Venture Exchange, during the time that the Corporation is a "Capital Pool Company" (as defined in Policy 2.4 of the Exchange), the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation's initial public offering.

5. Maintenance of Sufficient Capital

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

6. Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries ("Management Company Employees") shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as "Participants"). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.

Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation's shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

The number of Shares subject to an option granted to anyone Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

Unless disinterested shareholder approval is obtained for the Plan, no single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to anyone consultant of the Corporation (or any of its subsidiaries).

Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1\4 of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being 10 years for the TSX Venture Exchange.

If any options expire during a period when trading of our securities by certain persons as designated by the Corporation is prohibited (a "Blackout Period") or within ten business days after the end of a Blackout Period, the term of those options will be extended to ten business days after the end of the Blackout Period, unless such extension is prohibited by any applicable law or the policies of the TSX Venture Exchange.

10. Option Period, Consideration and Payment

The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11. Ceasing To Be a Director, Officer, Consultant or Employee

Subject to subsection 0, if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.

If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of 12 months after completion of the Qualifying Transaction and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12. Death of Participant

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

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

13. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until such Shares shall have been issued.

14. Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

15. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

16. Transferability

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

17. Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Common Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

18. Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

19. Effective Date of Plan

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

20. Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Alberta.

AI assistant

Yorkton Equity Group Inc. — Proxy Solicitation & Information Statement 2020

47356_rns_2020-04-24_a97f9319-f0d1-48d3-bd80-1a1d2e1bed99.pdf

Trusted Brand 2016 Inc.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, MAY 15, 2020

NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

TO BE HELD AT:

The Offices of Fairway Divorce Solutions Suite 125, 101 - 6th Street SW Calgary, Alberta T2P 5K7 At 4:30 pm

TRUSTED BRAND 2016 INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

Chief Executive Officer and Director

NOTE:

TRUSTED BRAND 2016 INC. MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING OF PROXIES

QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Option-based Awards

Compensation Governance

Summary Compensation Table

Notes:

Narrative Discussion

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards - Value Vested or Earned During the Year

Narrative Discussion

Pension Plan Benefits

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

Director Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards - Value Vested or Earned During the Year

Narrative Discussion

Other Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

AUDIT COMMITTEE

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

Exemption

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board of Directors Committees

Assessments

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Report and Financial Statements

2. Fix Number of Directors to be Elected at the Meeting

3. Election of Directors

Notes:

Cease Trade Orders

Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

4. Appointment of Auditor

5. Approval of Stock Option Plan

Disinterested Shareholder Approval

6. Change of the Name of the Corporation

7. Disinterested Shareholder Approval of the Re-Pricing of Stock Options

"BE IT RESOLVED as an ordinary resolution of the Corporation that:

8. Approval of Transfer to the NEX Board

Yorkton Equity Group Inc. Proxy Solicitation & Information Statement 2020