ZOGLIO'S FOOD CORP.
c/o Suite 1500, 1055 West Georgia Street
Vancouver, British Columbia Canada V6E 4N7
Telephone: (604) 687-7130

INFORMATION CIRCULAR

as at May 19, 2025, except as otherwise indicated

This Information Circular is furnished in connection with the solicitation of proxies by the management of Zoglo’s Food Corp. (the “Company”) for use at the In Person / Teleconference Call Annual General Meeting (the “Meeting”) of its shareholders to be held on Tuesday, July 15, 2025 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to the “Company”, “we” and “our” refer to Zoglo’s Food Corp. “Common Shares” means common shares without par value in the capital of the Company. “Registered Shareholders” means shareholders whose Common shares are registered in their name. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

All dollar amounts referenced herein are in Canadian Dollars unless specified otherwise.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

The Company will pay intermediaries, including Broadridge Financial Solutions Inc. (“Broadridge”), to deliver proxy-related materials to the non-objecting beneficial shareholders (the “NOBOs”). The Company does not intend to pay for intermediaries to forward the proxy related materials to the objecting beneficial shareholders (the “OBOs”). Accordingly, OBOs will not receive such documents unless their respective Intermediaries assume the cost of forwarding such documents to them.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any

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matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

(b) any amendment to or variation of any matter identified therein, and

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified in the Proxy and, if applicable, for the nominees of management for directors and auditor as identified in the Proxy.

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders may choose one of the following options to submit their proxy:

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Olympia Trust Company (“Olympia”), by:

(i) mail or by hand delivery to PO Box 128 STN M, Calgary, AB, T2P 2H6, Attn: Proxy Department; or

(ii) email to [email protected]

(b) use the internet through the website of Olympia at: https://css.olympiatrust.com/pxlogin and then entering the 12-digit control number shown on the proxy.

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In Canada the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States (the “U.S.”), under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a voting instruction form (a

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"VIF") in lieu of a Proxy provided by the Company. The VIF will name the same persons as the Company's Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you), in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge's instructions, well in advance of the Meeting in order to have the Common Shares voted at the Meeting, or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Olympia, or at the address of the registered office of the Company at 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

(b) personally attending the Meeting and voting the registered shareholder's Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Notice to Shareholders in the United States

The solicitation of proxies involve securities of a company located in Canada and is being effected in accordance with the Business Corporations Act (British Columbia) (the "BCA") and Canadian provincial securities laws. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this Information Circular has been prepared in accordance with the disclosure requirements of applicable Canadian provincial securities laws which differ from the disclosure requirements of United States federal securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the BCA, all of its directors and its executive officers are residents outside the United States, and all of its assets and a substantial portion of the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor, the ratification of the Company's Stock Option Plan, the ratification of the Company's Restricted Share Unit Plan, and as may be set out herein.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of the Company has fixed May 19, 2025 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company changed its name from "Zoglo's Incredible Food Corp." to "Zoglo's Food Corp." on February 28, 2023. The Company's Common Shares are listed on the Canadian Securities Exchange under the symbol "ZOG". The Company is also listed on the Frankfurt Stock Exchange under the symbol "KX9". The Company is a plant-based food company that is in the business of designing, developing, producing, distributing, and selling plant-based meat alternative products.

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and without special rights and restrictions. As of May 19, 2025, there were 14,912,425 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

To the knowledge of the directors and executive officers of the Company, there were no persons or corporations that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at May 19, 2025.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the three years ended December 31, 2024 and 2023, December 31, 2023 and 2022 and December 31, 2022 and 2021 together with the auditor's reports thereon and related management discussion and analysis ("MD&A") (individually and collectively the "Financial Statements"), have been filed under the Company's profile on SEDAR+ at www.sedarplus.ca and will be tabled at the Meeting.

ELECTION OF DIRECTORS

The Board has determined the number of directors to comprise the Board for the current year at four directors.

Advance Notice Provisions

The Company's Articles were SEDAR+ under the Company's SEDAR corporate profile at www.sedarplus.ca on April 7, 2021. The Company's Articles include advance notice provisions (the "Advance Notice Provision"). The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "BCA"); or (ii) a shareholder proposal made pursuant to the provisions of the BCA.

The purpose of the Advance Notice Provision is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

The Advance Notice Provision also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person's term in office as a director.

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The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision to the Articles.

The Company has not received notice of a nomination in compliance with the Advance Notice Provision and, as such, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director's office is vacated earlier in accordance with the provisions of the BCA, each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management's four nominees for election as director, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, at the date of this Information Circular.

Name of Nominee, Current Position with the Company and Province and Country of Residence	Present Principal Occupation for the past five years	Period as a Director of the Company
Robert Dubeau
Chief Executive Officer and Director
Ontario, Canada	Equity and Real Estate Investor.
Refer to Director Biographies below.	April 4, 2024	Nil
Shannon Anderson (2)
Chief Financial Officer and Director
British Columbia, Canada	Business Administration
Refer to Director Biographies below.	April 4, 2024	Nil
Eric Vanderleeuw (2)
Director
Ontario, Canada	Businessman, Capital Markets
Refer to Director Biographies below.	July 2, 2024	Nil
Kevin Ma (2)
Director
British Columbia, Canada	Founder and Principal of Calibre Capital Partners Corp., a privately owned merchant bank and advisory firm.
Refer to Director Biographies below.	April 10, 2025	Nil

Notes:
(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees or from SEDI insider report filings.
(2) Member of the Audit Committee.

None of the nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

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A shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees.

Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Company. At the Meeting the above persons will be nominated for election. Only persons nominated by management pursuant to this Information Circular will be considered valid director nominees eligible for election at the Meeting.

Director Biographies

Robert Dubeau – Chief Executive Officer and Director

Mr. Robert Dubeau is a seasoned equity and real estate investor. He is the current CEO of By the Bay Properties, a real estate holdings company with a property portfolio in Cape Breton, Nova Scotia. Prior to this, he spent the last fifteen years in government regulatory roles and private business. He has extensive experience in audit, operations management, and real estate management.

Mr. Dubeau is a graduate of Kwantlen Polytechnic University with a major in accounting.

Shannon Anderson – Chief Financial Officer and Director

Ms. Anderson has over 10 years’ experience in business administration, operations, and finance. Over the past few years, her focus has shifted towards active participation in capital markets, encompassing financings, shareholder management and regulatory reporting.

Her academic foundation includes a Bachelor of Business Finance from the University of Waikato in New Zealand.

Eric Vanderleeuw – Director

Mr. Vanderleeuw has nearly a decade of experience in Capital Markets and has helped with over $100 million in capital raises throughout his consulting tenure. He has extensive experience in corporate development, playing a pivotal role for numerous public and private companies. Before venturing into Capital Markets, Mr. Vanderleeuw had a career in planning and land development for residential, commercial, and public projects at a large planning and engineering consulting firm.

Kevin Ma – Director

Mr. Ma, a CPA, CA, is currently the principal at Calibre Capital Partners Corp, a private merchant bank and advisory firm which provides corporate finance, strategic go-public and management advisory services to public and private companies. Mr. Ma advised and executed Electrum Battery Materials Corporation’s (Formerly First Cobalt Corp.) $103 million three-way merger with Cobalt One Limited and Cobaltech Inc. and a $93 million acquisition of US Cobalt Inc. He has been involved in over $200 million in corporate financing transactions. Mr. Ma was the Director of Finance for Alexco Resource Corp. and was integral in the new development and operations of the Bellekeno Silver Mine in the Yukon. Mr. Ma has over 15 years of experience in corporate finance, mergers & acquisitions, senior executive advisory, and working with TSX and NYSE listed companies. Mr. Ma is currently serving several public and private companies as an executive officer and director.

Mr. Ma is a Chartered Professional Accountant certified by the Institute of Chartered Professional Accountants of British Columbia. Mr. Ma holds a Bachelor of Arts from the University of British Columbia and a Diploma in Accounting from the University of British Columbia.

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Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, no director or proposed director:

(a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer (“CEO”) or chief financial officer (“CFO”) of any company (including the Company in respect of which this Information Circular is prepared) that,

(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or

(ii) was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or

(b) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company in respect of which this Information Circular is prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this 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 the proposed director.

Management Cease Trade Orders

On October 1, 2019, the British Columbia Securities Commission (the “BCSC”), as principal regulator, issued a management cease-trade order (the “Chakana MCTO”) against Chakana Copper Corp. (“Chakana”) in connection with the late filing of Chakana’s annual financial statements, management’s discussion and analysis and officer’s certification for the year ended May 31, 2019. The Chakana MCTO was revoked on November 19, 2019 in connection with the completion of the annual filings. Mr. Kevin Ma was the Chief Financial Officer at the time of the issuance of the Chakana MCTO.

On June 16, 2020, the BCSC, as principal regulator, issued a management cease-trade order (the “Netcoins MCTO”) against Netcoins Holdings Inc. (“Netcoins Holdings”) in connection with the late filing of Netcoins Holdings’ annual financial statements, management’s discussion and analysis and officer’s certification for the year ended December 31, 2019. The Netcoins MCTO was revoked on July 16, 2020 in connection with the completion of the annual filings. Mr. Kevin Ma was the Chief Financial Officer at the time of the issuance of the Netcoins MCTO.

On July 11, 2022, the BCSC, as principal regulator, issued a CTO against Green Block Mining Corp. (“Green Block”) in connection with the late filing of Green Blocks’ annual financial statements, management’s discussion and analysis and officer’s certification for the year ended November 30, 2021. Mr. Kevin Ma was a director at the time of the issuance of the CTO.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder making a decision about whether to vote for the proposed director.

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APPOINTMENT OF AUDITOR

SEDAR+ filed Change of Auditor to SRCO Professional Corporation

On October 11, 2022, the Board resolved not to nominate Baker Tilly WM LLP, Chartered Professional Accountants, for appointment as auditor of the Company and appointed SRCO Professional Corporation, Chartered Professional Accountants, to be the auditor of the Company. Copies of the Notice of Change of Auditor, the letter from former auditor, Baker Tilly WM LLP and the letter from successor auditor, SRCO Professional Corporation were filed under the Company’s SEDAR+ profile at www.sedarplus.ca on November 4, 2022 (Change of Auditor Reporting Package).

Current SEDAR+ filed Change of Auditor to Dale Matheseon Carr-Hilton LaBonte LLP

On September 14, 2023, the Board appointed Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants (“DMCL”), of 1500 – 1140 West Pender St., Vancouver, British Columbia Canada V6E 4G1 to be the new auditor of the Company. Copies of the Notice of Change of Auditor, the letter from former auditor, SRCO Professional Corporation and the letter from successor auditor, DMCL were filed under the Company’s SEDAR+ profile at www.sedarplus.ca on September 26, 2023 (Change of Auditor Reporting Package). The Change of Auditor Reporting Package is attached as Schedule “A” to this Information Circular.

The Board recommends that you vote in favour of appointment of DMCL, Chartered Professional Accountants. Unless otherwise instructed, at the Meeting the proxyholders named in the Company’s form of Proxy or Voting Instruction Form will vote FOR the appointment of DMCL, Chartered Professional Accountants, as the Company’s Auditor at a remuneration to be fixed by the Directors.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

The Audit Committee’s Charter

The Company has an audit committee charter (the “Audit Committee Charter”), which was adopted by the Board on March 31, 2021, a copy of which is attached as Schedule “B” to this Information Circular.

Composition of the Audit Committee

Members of the audit committee are Shannon Anderson (Chair), Eric Vanderleeuw and Kevin Ma. Messrs. Vanderleeuw and Kevin Ma are independent members of the audit committee. Shannon Anderson is not independent as she is the Chief Financial Officer of the Company. All audit committee members are considered to be financially literate.

Relevant Education and Experience

Each member of the Company’s Audit Committee has adequate education and experience relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that provides the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and

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See Director Biographies above, in particular the biographies of each Audit Committee member, for more information concerning each Audit Committee member’s education and experience.

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Dale Matheson Carr-Hilton LaBonte LLP.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

The Company’s auditor, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants (“DMCL”) completed the Company’s audit for the years ended December 31, 2024 and December 31, 2023. SRCO Professional Corporation (“SRCO”), former auditor of the Company, completed the Company’s audit for the year ended December 31, 2022. The Audit Committee has reviewed the nature and amount of the non-audit services provided by the Company’s auditors to the Company to ensure auditor independence. Fees incurred with the auditors, for audit and non-audit services in the last three fiscal years are outlined in the following table:

Nature of Services	Fees Paid to DMCL in the Year Ended December 31, 2024	Fees Paid to DMCL in the Year Ended December 31, 2023	Fees Paid to SRCO in the Year Ended December 31, 2022
Audit Fees^{(1)}	$30,000	$55,000	$71,311.25
Audit-Related Fees^{(2)}	$366	$671	--
Tax Fees^{(3)}	--	$1,500	--
All Other Fees^{(4)}	--	--	--
Total	$30,366	$57,171	$71,311.25

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the consolidated financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits within the meaning of NI 52-110.

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

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

(4) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(5) “All Other Fees” include all other non-audit services.

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Reliance on Certain Exemptions

The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations).

CORPORATE GOVERNANCE

General

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose their corporate governance practices and National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”) provides guidance on corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company's compliance with NI 58-101.

Corporate governance refers to the policies and structure of the Board, whose members are elected by and are accountable to the company’s Shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making.

Set out below is a description of the Company’s corporate governance practices as required to be disclosed by NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the opinion of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management by conducting quarterly reviews of the Company’s consolidated financial statements and management discussion and analysis as well as requiring material transactions to be approved by the Board prior to the transaction taking place.

The non-independent Board members are Robert Dubeau (Chief Executive Officer) and Shannon Anderson (Chief Financial Officer). The independent Board members are Eric Vanderleeuw and Kevin Ma.

Directors are expected to attend Board meetings and meetings of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

Board Mandate

The Board facilitates independent supervision of management through meetings of the Board and through frequent informal discussions among independent members of the Board and management. In addition, the Board has access to the Company’s external auditors, legal counsel and to any of the Company’s officers.

The Board has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals.

The day-to-day management of the business and affairs of the Company is delegated by the Board to the officers of the Company. The Board gives direction and guidance through the CEO to management and keeps management informed of its evaluation of the senior officers in achieving and complying with goals and policies established by the Board.

The Board recommends nominees to the shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee.

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The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

Position Description

Because the Board is a small, working board, it has not developed written position descriptions and does not have a process for assessing the performance of the directors or the chair of the Board committees.

The CEO of the Company is responsible for the general management of the day-to-day affairs of the Company within the guidelines established by the Board, consistent with decisions requiring prior approval of the Board.

Directorships

The below named directors of the Company participate as a director for other listed companies as follows:

Name	Name of Reporting Company	Name of Exchange or Market
Robert Dubeau	Axcap Ventures Inc	CSE
	Sweet Earth Holdings Corp	CSE

Eric Vanderleeuw	Discovery Harbor Resources Corp.	TSX-V

Kevin Ma	Green Block Mining Corp.	CSE
	infiniti ai inc.	CSE
	Kalo Gold Corp., formerly Kalo Gold Holdings Corp.	TSX-V

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company's documents.

The Company has not adopted formal policies respecting continuing education for Board members. Board members are encouraged to communicate with management, legal counsel, auditors and consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance, and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Company's operations, and the small number of officers and consultants, allow the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

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

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of a company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of a company also serves as a director or officer of another company engaged in similar business activities to the first company, that director must comply with the conflict of interest provisions of

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the BCA, 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 that evoke such a conflict.

Nomination of Directors

The Board has not adopted a formal process to select new nominees to the Board. The current nominees have been recruited by the current Board members, and the recruitment process has involved both formal and informal discussions among Board members and the CEO.

Compensation

The quantity and quality of the Board and CEO compensation is reviewed on an annual basis and determined by the Board as a whole, which allows the independent directors to have input into compensation decisions. At this time, the Company does not believe its size and limited scope of operations requires a formal compensation committee.

The Board conducts reviews with regard to directors' and officers' compensation at least once a year. For information regarding the steps taken to determine compensation for the directors and the executive officers, see "Statement of Executive Compensation". The Company's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. The directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosures by the directors of conflicts of interest and the Company will rely upon such laws in respect of any directors' and officers' conflicts of interest or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with applicable laws and shall govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law. The directors and officers of the Company are not aware of any such conflicts of interest.

Other Board Committees

The only committee of the Board is the Audit Committee.

The Board does not have a separate Compensation Committee, and such functions are addressed by the entire Board.

The Board does not have a separate Governance Committee, and such functions are addressed by the entire Board.

The Board does not believe that it is necessary to have other committees because it believes that the functions of such committees can be adequately performed by the members of the Board.

In compliance with applicable corporate law, all proceedings of the Board are conducted either by way of a formal meeting or through resolutions consented to in writing by all of the directors of the Company.

Assessments

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

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STATEMENT OF EXECUTIVE COMPENSATION

The following information is provided in accordance with Form 51-102F6V – Statement of Executive Compensation, for Venture Issuers, as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations.

For the purposes of this Information Circular:

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“external management company” includes a subsidiary, affiliate or associate of the external management company;

“named executive officer” or “NEO” means each of the following individuals:

(a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year;

(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year.

“plan” includes any plans, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

Named Executive Officers and Directors

The current NEOs of the Company are: Robert Dubeau, Chief Executive Officer and Director, and Shannon Anderson, Chief Financial Officer, Corporate Secretary and Director. The directors of the Company who are not an NEO are: Eric Vanderleeuw and Kevin Ma.

Kevin Ma was appointed a Director of the Company effective April 10, 2025.

CORPORATE ACTIONS DURING DECEMBER 31, 2024 FINANCIAL YEAR END

Effective April 4, 2024:

Peevush Varshney resigned as a Director and Chief Executive Officer and Corporate Secretary of the Company

Robert Dubeau was appointed a Director and Chief Executive Officer of the Company

Mervyn Pinto resigned as a Director of the Company

Shannon Anderson was appointed a Director and Chief Financial Officer and Corporate Secretary of the Company

Effective July 2, 2024:

Hari Varshney resigned as a Director and Chief Financial Officer of the Company

Eric Vanderleeuw was appointed a Director of the Company

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CORPORATE ACTIONS DURING DECEMBER 31, 2023 FINANCIAL YEAR END

Effective January 15, 2023, Paul Del Duca resigned as a Director of the Company
Effective January 16, 2023, Paul Del Duca resigned as Chairman of the Company
Effective February 13, 2023, Douglas A. Harris resigned as Chief Financial Officer of the Company
Effective June 1, 2023 Val Jedras resigned as a Director, Chairman and Chief Executive Officer of the Company
Effective June 5, 2023 Jordan Ender resigned as a Director of the Company
Effective June 6, 2023, Lisa MacLean resigned as a Director, Chief Financial Officer and Corporate Secretary of the Company
Effective June 27, 2023, Henry Ender resigned as a Director of the Company

CORPORATE ACTIONS DURING DECEMBER 31, 2022 FINANCIAL YEAR END

Effective July 29, 2022, Anthony Morello resigned as Chief Executive Officer of the Company
Effective October 1, 2022, Spence Walker resigned as Chief Financial Officer of the Company
Effective November 1, 2022, David Jeffs resigned as a Director of the Company
Effective December 30, 2022, Jim Delsnyder resigned as a Director, Chief Operating Officer and Interim Chief Executive Officer of the Company

Director and NEO Compensation, excluding Compensation Securities

Summary Compensation Table

The following table provides a summary of the compensation paid by the Company to each NEO and director of the Company who is not an NEO, current or former, for the three completed financial periods, being the financial years ended December 31, 2024, December 31, 2023 and December 31, 2022. Options and compensation securities are disclosed under the heading "Stock Options and Other Compensation Securities" below.

Table of Compensation, excluding Compensation Securities
Name and Principal Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting fees ($)	Value of Perquisites ($)	Value of all Other Compensation ($)	Total Compensation ($)
Robert Dubeau^{(1)}
Chief Executive Officer and Director	2024	$22,500	-	-	-	-	$22,500
Peeyush Varshney^{(2)}
Former Chief Executive Officer and Former Director	2024	-	-	-	-	-	-
Shannon Anderson^{(3)}
Chief Financial Officer and Director	2024	-	-	-	-	-	-

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Table of Compensation, excluding Compensation Securities
Name and Principal Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting fees ($)	Value of Perquisites ($)	Value of all Other Compensation ($)	Total Compensation ($)
Hari Varshney^{(4)}
Former Chief Financial Officer and Former Director	2024
2023	-
$42,471	-	-	-
$9,000	-	-
$51,471
Eric Vanderleeuw^{(5)}
Director	2024	-	-	-	-	-	-
Mervyn Pinto^{(6)}
Former Director	2024
2023	-	-	-	-	-	-
Paul Del Duca^{(7)}
Former Chairman and Former Director	2023	-	-	-	-	-	-
Val Jedras^{(8)}
Former Chairman and Former Chief Executive Officer	2023	$56,250	-	-	-	-	$56,250
Douglas A. Harris^{(9)}
Former Chief Financial Officer	2023	-	-	-	-	-	-
Lisa MacLean^{(10)}
Former Chief Financial Officer, Corporate Secretary and Former Director	2023	$35,467	-	-	-	-	$35,467
Jordan Ender^{(11)}
Former Director	2023	-	-	-	-	-	-
Henry Ender^{(12)}
Former Director	2023	-	-	-	-	-	-
Anthony Morello^{(13)}
Former Chief Executive Officer	2023	$8,500	-	-	-	-	$8,500
Jim Delsnyder^{(14)}
Former Chief Operating Officer and Former Interim Chief Executive Officer and Former Director	2022	Refer to Note (14) below

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Table of Compensation, excluding Compensation Securities
Name and Principal Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting fees ($)	Value of Perquisites ($)	Value of all Other Compensation ($)	Total Compensation ($)
Spence Walker^{(15)}
Former Chief Financial Officer	2022	Refer to Note (15) below
David Jeffs^{(16)}
Former Director	2022	Refer to Note (16) below

Notes:

(1) Robert Dubeau was appointed a Director and Chief Executive Officer of the Company on April 4, 2024;
(2) Peeyush Varshney served as a Director and Chief Executive Officer and Corporate Secretary of the Company from October 6, 2023 to April 4, 2024;
(3) Shannon Anderson was appointed a Director and Chief Financial Officer and Corporate Secretary of the Company on April 4, 2024;
(4) Hari Varshney served as a Director of the Company from June 27, 2023 to July 2, 2024 and served as Chief Financial Officer of the Company from October 6, 2023 to April 4, 2024;
(5) Eric Vanderleeuw as appointed a Director of the Company on July 2, 2024;
(6) Mervyn Pinto served as a Director of the Company from October 6, 2023 to April 4, 2024;
(7) Paul Del Duca served as a Director of the Company from March 23, 2021 to January 16, 2023. Mr. Del Duca served as Chairman of the Company from September 14, 2021 to January 16, 2023;
(8) Val Jedras served as a Director of the Company and Chairman and Chief Executive Officer of the Company from January 16, 2023 to June 1, 2023;
(9) Douglas A. Harris served as Chief Financial Officer of the Company from October 1, 2022 to February 13, 2023;
(10) Lisa MacLean served as a Director, Chief Financial Officer and Corporate Secretary of the Company from February 13, 2023 to June 6, 2023;
(11) Jordan Ender served as a Director of the Company from December 30, 2022 to June 5, 2023;
(12) Henry Ender served as a Director of the Company from March 23, 2021 to June 27, 2023;
(13) Anthony Morello served as Chief Executive Officer of the Company from March 23, 2021 to July 29, 2022;
(14) Jim Delsnyder served as a Director from November 1, 2022 to December 30, 2022, Chief Operating Officer from March 23, 2021 to December 30, 2022, and Interim Chief Executive Officer of the Company from July 29, 2022 to December 30, 2022. Management is not aware of any compensation that may have been paid to Jim Delsnyder prior to Mr. Delsnyder’s resignation as a Director, Chief Operating Officer and Interim Chief Executive Officer of the Company;
(15) Spence Walker served as Chief Financial Officer of the Company from March 23, 2021 to October 1, 2022. Management is not aware of any compensation that may have been paid to Spence Walker prior to Mr. Walker’s resignation as Chief Financial Officer of the Company;
(16) David Jeffs served as a Director of the Company from September 7, 2021 and to November 1, 2022. Management is not aware of any compensation that may have been paid to David Jeffs prior to David Jeff’s resignation as a Director of the Company.

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Stock Options and Other Compensation Securities

10% Rolling Stock Option Plan (Option-Based Awards)

The Company has a 10% rolling stock plan dated February 12, 2021 (the “Stock Option Plan”) which was approved by Shareholders at the Company’s June 9, 2022 annual general meeting, which was adjourned and reconvened on June 23, 2022.

The purpose of the Stock Option Plan is to provide the Company with a share related mechanism to enable the Company to attract, retain and motivate qualified directors, officers, employees and other service providers, to reward directors, officers, employees and other service providers for their contribution toward the long term goals of the Company and to enable and encourage such individuals to acquire shares of the Company as long term investments.

The Board may, by resolution, designate eligible persons who are bona fide Employees, Consultants, Directors, or corporations employing, or wholly-owned by, such Employee, Consultant, or Director, to whom options should be granted. Such a resolution shall specify the number of Common Shares that should be placed under Option to each Employee, Consultant, or Director, the exercise price to be paid for such Common Shares, and any applicable vesting periods during which such option may be exercised. All options granted in accordance with the Stock Option Plan shall be in accordance with the policies of the CSE and Securities Laws.

Each option granted pursuant to the Option Plan shall be evidenced by an option certificate, which must be legended pursuant to CSE Policy and Securities Laws.

Material Terms of the Option Plan

The following is a summary of the material terms of the Stock Option Plan:

Share Reserve

The Company has reserved a number of Common Shares equal to 10% of issued and outstanding Common Shares for issuance pursuant to options under the Stock Option Plan. The number of Common Shares available for issuance pursuant to options granted under the Stock Option Plan will increase as the number of issued and outstanding Common Shares increases. In general, Common Shares subject to options granted under the Stock Option Plan that are exercised, terminated or cancelled, or returned to the Company for any reason, shall be available for issuance pursuant to subsequent options granted pursuant to the Stock Option Plan.

Administration

An executive or employee of the Company (the “Administrator”) or a committee designated by the Board is responsible for approving the grant of stock options, shall administer the Stock Option Plan with oversight from the Administrator. Subject to the terms of the Stock Option Plan, the Administrator has the power to determine when and how options will be granted, which employees, directors or consultants will receive options, the terms of the options granted, including the number of Common Shares subject to each option and the vesting schedule of the options, if any, and to interpret the terms of the Stock Option Plan and the option agreements, among other things. The Administrator also has the authority to accelerate the vesting schedule of any option previously granted, to approve forms of option agreements to be used under the Stock Option Plan and amend the any existing option or plan or the terms and conditions of any option thereafter to be granted and amend the terms of any option agreement and to amend, suspend or terminate the Stock Option Plan at any time.

Exercise Price

The exercise price at which an option holder may purchase a Common Share upon the exercise of an option shall be determined by the Administrator and shall be set out in the option certificate issued in respect of the option. The exercise price shall not be less than the market value of the Common Shares, as of the grant date and pursuant to the terms of the Stock Option Plan.

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Maximum Term of Options

The term of any option granted under the Stock Option Plan shall be determined by the Administrator at the time the option is granted but, subject to earlier termination (if specified) in the event of termination, or in the event of death or disability of the option holder. In the event of death or disability, the option shall expire on the earlier of the date which is one year following the date of disability or death and the applicable expiry date of the stock option. Options granted under the Stock Option Plan are not to be transferable or assignable except as provided for under the Stock Option Plan.

Termination

Subject to such other terms or conditions that may be attached to options granted under the Stock Option Plan, an option holder may exercise an option in whole or in part at any time and from time to time during the Exercise Period. Any option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an option shall be the earlier of the date so fixed by the Administrator at the time the option is granted as set out in the Option Certificate and the date established, if applicable, within the Stock Option Plan or in the event of death or disability or in the event of certain triggering events occurring, as provided for under the Stock Option Plan.

The foregoing summary of the Stock Option Plan is not complete and is qualified in its entirety by reference to the Option Plan.

CSE Policy

The Stock Option Plan is an "evergreen plan" (also known as a rolling plan) under the policies of the Canadian Securities Exchange (the "CSE"). In accordance with the policies of the CSE, an issuer that has a rolling stock option plan must have its shareholders approve the plan within three years after institution and within every three years thereafter. Accordingly, the Stock Option Plan shall be approved by the Shareholders at the Meeting and re-approved by the Shareholders no later than July 15, 2028.

A copy of the Stock Option Plan is attached as Schedule "C" to this Information Circular and will be presented to Shareholders at the Meeting.

Refer to "PARTICULARS OF MATTERS TO BE ACTED UPON – A. Approval of Stock Option Plan", below.

25% Rolling Restricted Share Unit Plan (Share-Based Awards)

The Company adopted a rolling restricted share unit plan (the "RSU Plan") on March 23, 2021 which was approved by Shareholders at the Company's June 9, 2022 annual general meeting, which was adjourned and reconvened on June 23, 2022.

The aggregate number of Common Shares that may be issued pursuant to the RSU Plan, when combined with the Common Shares reserved for issuance pursuant to other share compensation arrangements (including the Stock Option Plan), may not exceed 25% of the Common Shares issued and outstanding at the time of the grant.

The purpose of the RSU Plan is to promote and advance the interests of the Company by providing directors, officers and employees of the Company or its affiliates ("Eligible Persons"), who are designated by the Board as eligible to participate in the plan (as "Participants"), with additional incentive through the opportunity to receive bonuses in the form of Common Shares of the Company, encouraging stock ownership by such Eligible Persons, increasing proprietary interest of Eligible Persons in the success of the Company, and increasing the ability to attract, retain and motivate Eligible Persons.

Material Terms of the RSU Plan

The RSU Plan shall be administered by the Board, which shall have the full and final authority to provide for the granting, vesting, settlement and method of settlement of Restricted Stock Units granted thereunder. The Board

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has the right to delegate the administration and operation of the RSU Plan to a committee and/or any member of the Board.

Subject to adjustment as provided for in the RSU Plan, the aggregate number of Common Shares that shall be available for issuance under the RSU Plan, when combined with the Common Shares reserved for issuance pursuant to other share compensation arrangements (including the Stock Option Plan), shall not exceed 25% of the number of issued and outstanding Common Shares on the particular date of grant. If any RSUs expire or otherwise terminate for any reason without having been exercised in full, the number of Common Shares in respect of such expired or terminated RSU shall automatically become available for issuance pursuant to the RSUs granted under the RSU Plan.
Participants shall be credited with additional RSUs (the "Dividend RSUs") as of each dividend payment date in respect of which cash dividends are paid on Common Shares. The number of Dividend RSUs credited to Participants' accounts in connection with the payment of dividends on the Common Shares shall be based on the actual amount of cash dividends that would have been paid to such Participants had the Participants been holding such number of Common Shares equal to the number of RSUs credited to the Participants' accounts on the date on which cash dividends are paid on the Common Shares and the market price of the Common Shares on the payment date.
Under the RSU Plan, Eligible Persons may (at the discretion of the Board) be allocated a number of RSUs as the Board deems appropriate, with vesting provisions also to be determined by the Board. Upon vesting, subject to the provisions of the RSU Plan, the RSU holder may settle its RSUs during the settlement period applicable to such RSUs by delivery to the Company of a notice in a prescribed form. Where, prior to the expiry date, a RSU holder fails to elect to settle a RSU, the holder shall be deemed to have elected to settle such RSUs on the day immediately preceding the expiry date. A RSU holder shall be entitled to receive one Common Share for each vested RSU or, at the Company's election, an amount in cash, net of applicable taxes and contributions to government sponsored plans, equal to the market price at the settlement date of one Common Share for each RSU then being settled.
Generally, if a Participant's employment or service is terminated, or if the Participant resigns from employment with the Company, then all RSUs held by the Participant (whether vested or unvested) shall terminate automatically upon the termination of the Participant's service or employment. In the event a Participant is terminated by reason of (i) termination by the Company or any subsidiary of the Company other than for cause or (ii) the Participant's death or Disability (as defined in the RSU Plan), the Participant's unvested RSUs shall vest automatically as of such date. In the event the termination of the Participant's services is by reason of voluntary resignation, only the Participant's unvested RSUs shall terminate automatically as of such date.
In the event of a change of control, the Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Participants: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any RSU; (ii) permit the conditional settlement of any RSU, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the RSU, including for greater certainty permitting Participants to settle any RSU, to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event (as defined in the RSU Plan) or to obtain the advantage of holding the underlying Common Shares during such Change of Control Event; and (iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the RSUs not settled prior to the successful completion of such Change of Control Event, including, without limitation, for no payment or other compensation. The determination of the Board in respect of any such Change of Control Event shall for the purposes of this RSU Plan be final, conclusive and binding.

The foregoing summary of the RSU Plan is not complete and is qualified in its entirety by reference to the RSU Plan.

CSE Policy

The Company's RSU Plan is an "evergreen plan" (also known as a rolling plan) under the policies of the CSE. In accordance with the policies of the CSE, an issuer that has a rolling restricted share unit plan must have its

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shareholders approve the plan within three years after institution and within every three years thereafter. Accordingly, the RSU Plan shall be approved by the Shareholders at the Meeting and re-approved by the Shareholders no later than July 15, 2028.

A copy of the RSU Plan is attached as Schedule “D” to this Information Circular and will be presented to Shareholders at the Meeting.

Refer to “PARTICULARS OF MATTERS TO BE ACTED UPON – B. Approval of Restricted Share Unit Plan”, below.

Stock Options and Other Compensation Securities

There were no compensation securities granted or issued or outstanding to each NEO or director by the Company or one of its subsidiaries in the financial year ended December 31, 2024 for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries. There are currently NIL stock options outstanding. There are currently NIL restricted share unit outstanding.

Expiration/Cancellation of Incentive Stock Options

The chart below provides information on stock options granted to former NEOs and former Directors (who were not NEOs) of the Company during the financial years ended December 31, 2023, and December 31, 2022.

(Refer to the Notes under the chart for details on the effective dates of resignation and confirmation that the respective stock options were cancelled upon the applicable termination date.)

Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities	Date of Issue or Grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Expiry Date
Paul Del Duca(1)
former Chairman of the Board and former Director	Options	150,000	Mar. 23, 2021	$0.05	$0.14	Mar. 23, 2026
	Options	2,000,000	Nov. 12, 2021	$0.265	$0.2550	Nov. 12, 2026
Jim Delsnyder(2)
former Chief Operating Officer	Options	300,000	Mar. 23, 2021	$0.05	$0.14	Mar. 23, 2026
	Options	300,000	Dec. 1, 2021	$0.20	$0.20	Dec. 1, 2026
Anthony Morello(3)
former Chief Executive Officer	Options	600,000	Mar. 23, 2021	$0.05	$0.14	Mar. 23, 2026
	Options	600,000	Dec. 1, 2021	$0.20	$0.20	Dec. 1, 2026
Spence Walker(4)
former Chief Financial Officer	Options	150,000	Mar. 23, 2021	$0.05	$0.14	Mar. 23, 2026

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Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities	Date of Issue or Grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Expiry Date
David Jeffs^{(5)} former Director	Options	150,000	Nov. 12, 2021	$0.265	$0.2550	Nov. 12, 2026
	Options	150,000	Dec. 1, 2021	$0.20	$0.20	Dec. 1, 2026

Notes

(1) Paul Del Duca served as a Director of the Company from March 23, 2021 to January 16, 2023. Mr. Del Duca served as Chairman of the Company from September 14, 2021 to January 16, 2023. Under the terms of the Company’s Stock Option Plan, Mr. Del Duca had within 30 days from his resignation to exercise his stock options. Mr. Del Duca’s stock options expired without having been exercised.

(2) Jim Delsnyder served as a Director from November 1, 2022 to December 30, 2022, Chief Operating Officer from March 23, 2021 to December 30, 2022, and Interim Chief Executive Officer of the Company from July 29, 2022 to December 30, 2022. Under the terms of the Company’s Stock Option Plan, Mr. Delsnyder had within 30 days from his resignation to exercise his stock options. Mr. Delsnyder’s stock options expired without having been exercised.

(3) Anthony Morello served as Chief Executive Officer of the Company from March 23, 2021 to July 29, 2022. Under the terms of the Company’s Stock Option Plan, Mr. Morello had within 30 days from his resignation to exercise his stock options. Mr. Morello’s stock options expired without having been exercised.

(4) Spence Walker served as Chief Financial Officer of the Company from March 23, 2021 to October 1, 2022. Under the terms of the Company’s Stock Option Plan, Mr. Walker had within 30 days from his resignation to exercise his stock options. Mr. Walker’s stock options expired without having been exercised.

(5) David Jeffs served as a Director of the Company from September 7, 2021 and to November 1, 2022. Under the terms of the Company’s Stock Option Plan, Mr. Jeffs had within 30 days from his resignation to exercise his stock options. Mr. Jeffs’ stock options expired without having been exercised.

Exercise of Compensation Securities by NEOs and Directors

During the financial year ended December 31, 2024, there were no exercises of compensation securities by an NEO or a director of the Company, current or former.

Employment, Consulting and Management Agreements

There are currently no employment, consulting and/or Management Agreements at the date of this Information Circular.

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the Company’s executive compensation arrangements, the Company’s executive compensation philosophy and the application of this philosophy to the Company’s executive compensation arrangements relating to its directors and Named Executive Officers listed in the Summary Compensation Table set out above. It also provides an analysis of the compensation design, and the decisions that the Board have made with respect to its directors and NEOs.

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Compensation Objectives and Principles

When determining the compensation arrangements for the NEOs, the Board considers both the current and anticipated, mid and long-term, financial situation of the Company. In determining the NEOs' compensation, the Board also considers the objectives of:

(a) retaining an executive critical to the success of the Company and the enhancement of shareholder value;

(b) providing fair and competitive compensation;

(d) rewarding performance, both on an individual basis and with respect to the business in general.

Benchmarking

In determining compensation, the Board considers industry standards and the Company's financial situation, but the Company does not have any formal objectives or criteria. The performance of each NEO is informally monitored by the Board, having in mind the business strengths of the individual and the purpose of originally appointing the individual as a NEO.

Elements of Compensation

The compensation paid to NEOs for the financial year ending December 31, 2024 consists of a base salary and equity incentives. However, the Board may also consider bonus incentive compensation as a means of compensating Named Executive Officers in the future.

Base Salary

Base salary recognizes the value of an individual to the Company based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Company competes for talent. Base salaries for the NEOs are intended to be reviewed annually. A NEO's base salary is determined by taking into consideration the NEO's total compensation package and the Company's overall compensation philosophy. Therefore, a NEO's base salary may increase or decrease depending on the equity incentives granted and whether the overall compensation package is competitive. Any change in base salary of a NEO is generally determined by an assessment of their performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role the NEO played in such performance.

In particular, the CEO's compensation will be determined by time spent on the business of the Company and any new business ventures. The CFO's compensation is primarily determined by time spent in reviewing the Company's financial statements.

Equity Incentives

Stock Option Plan (Option-Based Awards)

The Company's current Stock Option Plan (the "Stock Option Plan") was adopted February 12, 2021. The Option Plan is intended to emphasize management's commitment to the growth of the Company. The grant of stock options, as a key component of the executive compensation package, enables the Company to attract and retain qualified executives. Stock option grants are based on the total of stock options available under the Stock Option Plan. In granting stock options, the Administrator or a committee designated by the Board reviews the total of stock options available under the Stock Option Plan and recommends grants to newly retained executive officers at the time of their appointment, and considers recommending further grants to executive officers from time to time thereafter. The amount and terms of outstanding options held by an executive are taken into account when determining whether and how new option grants should be made to the executive. The exercise periods are set at the date of grant. The stock option grants may contain vesting provisions in accordance to the Stock Option Plan.

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Restricted Share Unit Plan (Share-Based Awards)

The Company also currently has in place a Restricted Share Unit Plan adopted March 23, 2021 (the "RSU Plan"). The aggregate maximum number of Common Shares made available for issuance under the RSU Plan, including any other Share Compensation arrangements, subject to adjustment under the RSU Plan, shall be determined from time to time by the Board, but in any case, shall not exceed 25% of the Outstanding Issue from time to time, subject to adjustments as provided in the RSU Plan.

The Board is responsible for administering the RSU Plan. Under the terms of the RSU Plan, the Board may grant RSUs to "eligible participants". The purpose of the RSU Plan is to promote and advance the interests of the Company by providing Eligible Persons, who are designated by the Board as eligible to participate in the Plan, with additional incentive through the opportunity to receive bonuses in the form of Common Shares of the Company, encouraging stock ownership by such Eligible Persons, increasing proprietary interest of Eligible Persons in the success of the Company, and increasing the ability to attract, retain and motivate Eligible Persons. The aggregate number of Common Shares that may be issued pursuant to the RSU Plan, when combined with the Common Shares reserved for issuance pursuant to other share compensation arrangements (including the Stock Option Plan), may not exceed 25% of the Common Shares issued and outstanding at the time of the grant.

Bonus Incentive Compensation

The Board may consider bonus compensation based on the Company meeting its strategic objectives and milestones and the cash resources available to the Company at the relevant time. Such annual cash bonuses are designed to motivate the NEO to meet the Company's business and financial objectives generally and the Company's annual financial performance targets in particular. As of the date of this Information Circular, the Company does not have formal criteria for the payment of bonus compensation and bonus compensation will be dependent on the cash resources available to the Company at such time. The Company did not pay any bonus compensation during the fiscal year 2024.

No Policy against Hedging

Except as prohibited by law, the NEOs and directors are not currently prohibited from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by a NEO or director. To the Company's knowledge, no executive officer or director of the Company has entered into or purchased such a financial instrument.

Risks Associated with Compensation Policies and Practices

One of the responsibilities of the Board, in its role in setting NEO's compensation and overseeing the Company's various compensation programs, is to ensure that such compensation programs are structured so as to discourage inappropriate risk-taking. The Company believes its existing compensation practices and policies for all NEOs mitigate against this risk by, among other things, providing a meaningful portion of total compensation in the form of equity incentives. These equity incentives have historically been in the form of stock grants to promote long-term rather than short term financial performance and to encourage NEOs to focus on sustained stock price appreciation. The Board as a whole is responsible for monitoring the Company's existing compensation practices and policies and investigating applicable enhancements to align the Company's existing practices and policies with avoidance or elimination of risk and the enhancement of long-term shareholder value.

Director Fees

Directors of the Company currently do not receive any compensation from the Company other than the equity incentives that were assumed by the Company.

Termination and Change of Control Benefits

The Company does not have any contracts, agreements, plans or arrangements that provide for payments to NEOs following or in connection with any termination, resignation, retirement, change of control or change in a NEO's

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responsibilities, other than standard employment agreements providing for market standard notice for termination without cause.

Pension Plan Benefits

The Company does not have a pension plan and does not pay pension benefits to any of its NEOs and directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has in place a 10% “rolling” stock option plan and a 25% “rolling” restricted share unit plan.

Equity Compensation Plan Information

The following table sets out equity compensation plan information as at the December 31, 2024 financial year end. At December 31, 2024 financial year end, there were Nil options outstanding and Nil restricted share units outstanding.

	Number of securities to be issued upon exercise of outstanding options, and restricted share units	Weighted-average exercise price of outstanding options and restricted share units	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders being the Option Plan and the RSU Plan (the “Plans”) (1)	NIL Options	$--	1,491,243 Options
	NIL RSUs	N/A	3,728,106 RSUs
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	NIL Options
NIL RSUs		1,491,243 Options
2,728,106 RSUs

Note: 14,912,425 common shares issued and outstanding at December 31, 2024 year end.

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The following table sets out equity compensation plan information as at the December 31, 2023 financial year end. At December 31, 2023 financial year end, there were Nil options outstanding and Nil restricted share units outstanding.

	Number of securities to be issued upon exercise of outstanding options and restricted share units	Weighted-average exercise price of outstanding options and restricted share units	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders being the Option Plan and the RSU Plan (the “Plans”) (1)	NIL Options	$--	218,568 Options
	NIL RSUs	N/A	546,419 RSUs
Equity compensation plans not approved by securityholders	N/A		N/A
Total	NIL Options
NIL RSUs		218,568 Options
546,419 RSUs

Note: 2,185,676 common shares issued and outstanding as at December 31, 2023 year end. The Company consolidated its common shares on the basis of 50 pre-consolidation shares for every one post-consolidated common share effective December 5, 2023.

The following table sets out equity compensation plan information as at the December 31, 2022 financial year end. At December 31, 2022 financial year end, there were Nil options outstanding and Nil restricted share units outstanding.

	Number of securities to be issued upon exercise of outstanding options and restricted share units	Weighted-average exercise price of outstanding options and restricted share units	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders being the Option Plan and the RSU Plan (the “Plans”) (1)	NIL Options	$--	10,619,136 Options
	NIL RSUs	N/A	26,547,840 RSUs
Equity compensation plans not approved by securityholders	N/A		N/A
Total	NIL Options
NIL RSUs		10,619,136 Options
26,547,840 RSUs

Note: 106,191,360 common shares issued and outstanding as at December 31, 2022 year end.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company or have any indebtedness that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended December 31, 2024, or has any interest in any material transaction in the current year or as of the date hereof other than as set out herein or in a document disclosed to the public.

MANAGEMENT CONTRACTS

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

PARTICULARS OF MATTERS TO BE ACTED UPON

A. Approval Stock Option Plan — Option-based Awards

As set out in this Information Circular above, the Company’s Stock Option Plan is an “evergreen plan” (also known as a rolling plan) under the policies of the CSE. In accordance with the policies of the CSE, an issuer that has a rolling stock option plan must have its shareholders approve the plan within three years after institution and within every three years thereafter. Accordingly, the Stock Option Plan shall be approved by the Shareholders at the Meeting and re-approved by the Shareholders no later than July 15, 2028.

At the Meeting, Shareholders will be asked to pass an ordinary resolution (the “Stock Option Plan Resolution”) confirming and approving the Company’s Stock Option Plan, which was last approved by the shareholders of the Company at the Company’s June 9, 2022 annual general meeting, which was reconvened on June 23, 2022.

The Stock Option Plan is attached as Schedule “C” to this Information Circular.

Stock Option Plan Resolution

Shareholders will be asked to consider and vote on an ordinary resolution to ratify and approve the Company’s Stock Option Plan, with or without variation, as follows:

BE IT RESOLVED THAT:

The Stock Option Plan, in the form and substance attached as Schedule “C” to the Company’s Information Circular dated June 12, 2025, be and is hereby confirmed and approved.
The Company be and is hereby authorized to grant Options to acquire up to 10% of the issued and outstanding Shares in the capital of the Company from time to time in accordance with the terms of the Stock Option Plan, and issue Shares pursuant to the exercise of such Options.
The Options to be issued under the Stock Option Plan, and all unallocated Options and other Option grants under the Stock Option Plan, be and are hereby approved.
The Stock Option Plan, shall be re-approved by the shareholders of the Company by no later than July 15, 2028 in accordance with the policies of the Canadian Securities Exchange.
The Administrator or a committee designated by the board of directors of the Company be and is hereby authorized, in its absolute discretion, to administer the Stock Option Plan and amend or modify the Stock

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Option Plan in accordance with its terms and conditions and with the policies of the Canadian Securities Exchange;

the Company will continue to have the ability to grant awards under the Stock Option Plan and to satisfy such awards through the issuance of common shares from treasury of the Company until July 15, 2028 and any two directors and/or officers of the Company be authorized to execute such treasury order or treasury orders as may be necessary to effect the issuance of Common Shares under the Stock Option Plan; and
any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the Company or otherwise all such deeds, documents, instruments and assurances as in their opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the Stock Option Plan as may be required by an applicable stock exchange or applicable securities regulatory authorities and to complete all transactions in connection with the implementation of the Stock Option Plan.”

The Stock Option Plan requires approval by a majority of the votes cast by Shareholders present in person or by proxy at the Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE STOCK OPTION PLAN RESOLUTION.

Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the Stock Option Plan Resolution.

B. Approval of Restricted Share Unit Plan — Share-based Awards

As set out in this Information Circular above, the Company’s Restricted Share Unit Plan is a an “evergreen plan” (also known as a rolling plan) under the policies of CSE. In accordance with the policies of the CSE, an issuer that has a rolling restricted share unit plan must have its shareholders approve the plan within three years after institution and within every three years thereafter. Accordingly, the Restricted Share Unit Plan shall be approved by the Shareholders at the Meeting and re-approved by the Shareholders no later than July 15, 2028.

At the Meeting, Shareholders will be asked to pass an ordinary resolution (the “Restricted Share Unit Plan Resolution”) confirming and approving the Company’s Restricted Share Unit Plan, which was last approved by the shareholders of the Company at the Company’s June 9, 2022 annual general meeting, which was adjourned and reconvened on June 23, 2022.

The Restricted Share Unit Plan is attached as Schedule “D” to this Information Circular.

Restricted Share Unit Plan Resolution

Shareholders will be asked to consider and vote on an ordinary resolution to ratify and approve the Company’s Restricted Share Unit Plan, with or without variation, as follows:

“BE IT RESOLVED THAT:

The Restricted Share Unit Plan, in form and substance attached as Schedule “D” to the Company’s Information Circular dated June 12, 2025, be and is hereby confirmed and approved.
The Company be and is hereby authorized to award Restricted Share Units to acquire up to 25% of the issued and outstanding Common Shares in the capital of the Company from time to time in accordance with the terms of the Restricted Share Unit Plan, and issue Common Shares pursuant to the exercise of such Restricted Share Units.
The Restricted Share Units to be issued under the Restricted Share Unit Plan, and all unallocated share units under the Restricted Share Unit Plan, be and are hereby approved.
The Restricted Share Unit Plan shall be re-approved by the shareholders of the Company by no later than July 15, 2028 in accordance with the policies of the Canadian Securities Exchange.

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The board of directors of the Company be and is hereby authorized, in its absolute discretion, to administer the Restricted Share Unit Plan and amend or modify the Restricted Share Unit Plan in accordance with its terms and conditions and with the policies of the Canadian Securities Exchange;
the Company will continue to have the ability to grant awards under the Restricted Share Unit Plan and to satisfy such awards through the issuance of common shares from treasury of the Company until July 15, 2028 and any two directors and/or officers of the Company be authorized to execute such treasury order or treasury orders as may be necessary to effect the issuance of Common Shares under the Restricted Share Unit Plan; and
any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the Company or otherwise all such deeds, documents, instruments and assurances as in their opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the Restricted Share Unit Plan as may be required by an applicable stock exchange or applicable securities regulatory authorities and to complete all transactions in connection with the implementation of the Restricted Share Unit Plan.”

The Restricted Share Unit Plan requires approval by a majority of the votes cast by Shareholders present in person or by proxy at the Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESTRICTED SHARE UNIT PLAN RESOLUTION.

Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying form FOR the Restricted Share Unit Plan Resolution.

ADDITIONAL INFORMATION

Financial information is provided in the audited consolidated financial statements of the Company for the years ended December 31, 2024 and December 31, 2023 and December 31, 2023 and December 31, 2022, the reports of the auditor thereon and in the related management discussion and analysis (collectively the “Financial Statements”) and filed on www.sedarplus.ca. Copies of the Financial Statements will be available at the Meeting.

Additional information relating to the Company is filed on www.sedarplus.ca and upon request from the Company by telephone at (604) 687-7130 or by email to [email protected]. Copies of documents will be provided free of charge to security holders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a security older of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board.

APPROVED by the Board at Vancouver, British Columbia June 12, 2025.

BY ORDER OF THE BOARD

/s/ “Robert Dubeau”

Robert Dubeau
Chief Executive Officer

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SCHEDULE “A”

CHANGE OF AUDITOR REPORTING PACKAGE

ZOGLO'S FOOD CORP.

NOTICE OF CHANGE OF AUDITORS

TO: DMCL LLP
SRCO Professional Corporation
British Columbia Securities Commission
Ontario Securities Commission
Canadian Securities Exchange

RE: Zoglo's Food Corp.
Notice of Change of Auditors

In compliance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators ("National Instrument 51-102"), please be advised as follows:

the Company has changed its auditor from SRCO Professional Corporation (the "Predecessor Auditors") to DMCL LLP (the "Successor Auditors"). SRCO Professional Corporation has tendered their resignation on September 14, 2023 on their own initiative. DMCL LLP has agreed to its appointment as the Corporation's new auditors;
the shareholders of the Corporation will be asked to approve the appointment of DMCL LLP as Successor Auditors at the next annual meeting of the Corporation;
there have been no reservations contained in the Predecessor Auditors' reports on any of the financial statements of the Corporation commencing at the beginning of the most recently completed fiscal year ending on December 31, 2022;
the Company's Audit Committee and Board of Directors have participated and approved the change of auditor for the Corporation and have also approved the appointment of DMCL LLP as Successor Auditors; and
there are no "reportable events" (as defined in Section 4.11(1) of National Instrument 51-102).

DATED at Vancouver, BC this 26th day of October, 2023.

BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Hari Varshney"
Hari Varshney
Director

Suite 2050, 1055 West Georgia Street, PO Box 11121, Vancouver, British Columbia, Canada V6E 3P3
T: 604-684-2181
F: 604-682-4768

SRCO Professional Corporation
Chartered Professional Accountants
Licensed Public Accountants
Park Place Corporate Centre
15 Wertheim Court, Suite 409
Richmond Hill, ON L4B 3H7, Canada
Tel: 905 882 9500
Fax: 905 882 9580
Email: [email protected]
www.srco.ca

September 25, 2023

British Columbia Securities Commission
701 West Georgia Street
P.O. Box 10142, Pacific Centre, 12th Floor
Vancouver, BC V7Y IL2 (Fax: 1-604-899-6506)

Ontario Securities Commission
20 Queen Street West
20th Floor, Toronto, ON, M5H 3S8 (Fax: 1-416-593-8122)

Canadian Securities Exchange CNSX Markets Inc.
100 King Street West, Suite 7210 Toronto,
Ontario, M5X 1E1 (Fax: 1-416-572-4160)

Dear Sirs,

Re: Change of Auditor of Zoglo’s Food Corp. (the "Corporation")

In response to your letter dated September 22, 2023, we have reviewed the information contained in the Notice of Change of Auditor of the Corporation (the "Notice"), which is prepared pursuant to Section 4.11 of National Instrument 51-102.

Based on our knowledge at this time, we hereby notify to the Commissions that:

We agree with the statement that SRCO Professional Corporation (the "Predecessor Auditor") tendered their resignation dated September 14, 2023, on their own initiative.
We have no basis to agree or disagree with the statement.
We agree with the statement that there have been no reservations contained in the auditor’s report of the Predecessor Auditor in connection with its audit of the Company’s financial statements;
We have no basis to agree or disagree with the statement.

Yours very truly,

/s/ SRCO Professional Corporation

CHARTERED PROFESSIONAL ACCOUNTANTS
Authorized to practice public accounting by the
Chartered Professional Accountants of Ontario

cc: Zoglo’s Food Corp.

D M C L

dmcl.ca

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

October 27, 2023

CANADIAN SECURITIES EXCHANGE	ONTARIO SECURITIES COMMISSION
9th Floor, 220 Bay Street	20 Queen Street West, 22^{nd} Floor
Toronto, ON M5J 2W4	Toronto, ON M5H 3S8
BRITISH COLUMBIA SECURITIES COMMISSION
---
P.O. Box 10142, Pacific Centre
9^{th} Floor – 701 West Georgia Street
Vancouver, B.C. V7Y 1L2

Dear Sirs:

Re: Zoglo's Food Corp. (the "Company")
Notice Pursuant to National Instrument 51-102 - Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated October 26, 2023 and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.

Yours truly,

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver	Surrey	Tri-Cities	Victoria
1500 - 1140 West Pender St.
Vancouver, BC V6E 4G1
604.687.4747	200 - 1688 152 St.
Surrey, BC V4A 4N2
604.531.1154	700 - 2755 Lougheed Hwy
Port Coquitlam, BC V3B 5Y9
604.941.8266	320 - 730 View St.
Victoria, BC V8W 3Y7
250.800.4694

SCHEDULE “B”
AUDIT COMMITTEE CHARTER

I. PURPOSE

This charter sets out the Audit Committee’s purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board of Directors (the “Board”) of Zoglo’s Incredible Food Corp. (the “Company”), annual evaluation and compliance with this charter. The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

II. COMPOSITION

A. A majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company, as defined in National Instrument 52-110 – Audit Committees (“NI 52-110”), provided that should the Company become listed on a more senior exchange, each member of the Audit Committee will also satisfy the independence requirements of such exchange and of NI 52-110.

B. The Audit Committee will consist of at least three members, all of whom must be directors of the Company. Upon graduating to a more senior stock exchange, if required under the rules or policies of such exchange, each member of the Audit Committee will also satisfy the financial literacy requirements of such exchange and of NI 52-110.

C. The Chair of the Audit Committee will be appointed by the Board.

III. AUTHORITY

A. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

engage, set and pay the compensation for independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities, and any such consultants or professional advisors so retained by the Audit Committee will report directly to the Audit Committee;
communicate directly with management and any internal auditor, and with the external auditor without management involvement; and
incur ordinary administrative expenses that are necessary or appropriate in carrying out its duties, which expenses will be paid for by the Company.

IV. DUTIES AND RESPONSIBILITIES

A. The duties and responsibilities of the Audit Committee include:

recommending to the Board the external auditor to be nominated by the Board;
recommending to the Board the compensation of the external auditor to be paid by the Company in connection with (i) preparing and issuing the audit report on the Company’s financial statements, and (ii) performing other audit, review or attestation services;

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reviewing the external auditor’s annual audit plan, fee schedule and any related services proposals (including meeting with the external auditor to discuss any deviations from or changes to the original audit plan, as well as to ensure that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditor or the reporting of their findings to the Audit Committee);
overseeing the work of the external auditor;
ensuring that the external auditor is independent by receiving a report annually from the external auditors with respect to their independence, such report to include disclosure of all engagements (and fees related thereto) for non-audit services provided to Company;
ensuring that the external auditor is in good standing with the Canadian Public Accountability Board by receiving, at least annually, a report by the external auditor on the audit firm’s internal quality control processes and procedures, such report to include any material issues raised by the most recent internal quality control review, or peer review, of the firm, or any governmental or professional authorities of the firm within the preceding five years, and any steps taken to deal with such issues;
ensuring that the external auditor meets the rotation requirements for partners and staff assigned to the Company’s annual audit by receiving a report annually from the external auditors setting out the status of each professional with respect to the appropriate regulatory rotation requirements and plans to transition new partners and staff onto the audit engagement as various audit team members’ rotation periods expire;
reviewing and discussing with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis (“MD&A”), including the appropriateness of the Company’s accounting policies, disclosures (including material transactions with related parties), reserves, key estimates and judgements (including changes or variations thereto) and obtaining reasonable assurance that the financial statements are presented fairly in accordance with IFRS and the MD&A is in compliance with appropriate regulatory requirements;
reviewing and discussing with management and the external auditor major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the financial statements of the Company and its subsidiaries;
reviewing and discussing with management and the external auditor the external auditor’s written communications to the Audit Committee in accordance with generally accepted auditing standards and other applicable regulatory requirements arising from the annual audit and quarterly review engagements;
reviewing and discussing with management and the external auditor all earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies prior to such information being disclosed;
reviewing the external auditor’s report to the shareholders on the Company’s annual financial statements;
reporting on and recommending to the Board the approval of the annual financial statements and the external auditor’s report on those financial statements, the quarterly unaudited financial statements, and the related MD&A and press releases for such financial statements, prior to the dissemination of these documents to shareholders, regulators, analysts and the public;
satisfying itself on a regular basis through reports from management and related reports, if any, from the external auditors, that adequate procedures are in place for the review of the Company’s disclosure of financial information extracted or derived from the Company’s financial statements that such information is fairly presented;

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overseeing the adequacy of the Company’s system of internal accounting controls and obtaining from management and the external auditor summaries and recommendations for improvement of such internal controls and processes, together with reviewing management’s remediation of identified weaknesses;
reviewing with management and the external auditors the integrity of disclosure controls and internal controls over financial reporting;
reviewing and monitoring the processes in place to identify and manage the principal risks that could impact the financial reporting of the Company and assessing, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to the Board;
satisfying itself that management has developed and implemented a system to ensure that the Company meets its continuous disclosure obligations through the receipt of regular reports from management and the Company’s legal advisors on the functioning of the disclosure compliance system, (including any significant instances of non-compliance with such system) in order to satisfy itself that such system may be reasonably relied upon;
resolving disputes between management and the external auditor regarding financial reporting;
establishing procedures for:

a) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto, and

b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;
pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor;
overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities;
establishing procedures for:

a) reviewing the adequacy of the Company’s insurance coverage, including the Directors’ and Officers’ insurance coverage;

b) reviewing activities, organizational structure, and qualifications of the Chief Financial Officer (“CFO”) and the staff in the financial reporting area and ensuring that matters related to succession planning within the Company are raised for consideration at the Board;

c) obtaining reasonable assurance as to the integrity of the Chief Executive Officer (“CEO”) and other senior management and that the CEO and other senior management strive to create a culture of integrity throughout the Company;

d) reviewing fraud prevention policies and programs, and monitoring their implementation;

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e) reviewing regular reports from management and others (e.g., external auditors, legal counsel) with respect to the Company's compliance with laws and regulations having a material impact on the financial statements including:

i. tax and financial reporting laws and regulations;
ii. legal withholding requirements;
iii. environmental protection laws and regulations;
iv. other laws and regulations which expose directors to liability; and

B. A regular part of Audit Committee meetings involves the appropriate orientation of new members as well as the continuous education of all members. Items to be discussed include specific business issues as well as new accounting and securities legislation that may impact the organization. The Chair of the Audit Committee will regularly canvass the Audit Committee members for continuous education needs and in conjunction with the Board education program, arrange for such education to be provided to the Audit Committee on a timely basis.

C. On an annual basis the Audit Committee shall review and assess the adequacy of this charter taking into account all applicable legislative and regulatory requirements as well as any best practice guidelines recommended by regulators or stock exchanges with whom the Company has a reporting relationship and, if appropriate, recommend changes to the Audit Committee charter to the Board for its approval.

D. On an annual basis, the Audit Committee shall require the Company's Chief Executive Officer and Chief Financial Officer to evaluate, or cause to be evaluated under their supervision, the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting as at the Company's financial year end date and to report the results of their evaluation to the Audit Committee prior to the Audit Committee approving the Company's annual financial statements.

V. TERM

The members of the Audit Committee shall be appointed by designation of the Board and shall continue to be a member thereof until the earlier of (i) the Board, at its discretion, decides to remove the member from the Committee, or (ii) the expiration of his or her term of office as a Director. Vacancies at any time occurring shall be filled by designation of the Board.

VI. MEETINGS

The Committee shall meet at least once per year or more frequently as circumstances dictate. A majority of the members appearing at a duly convened meeting shall constitute a quorum and the Committee shall maintain minutes or other records of its meetings and activities. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, overseeing the preparation of briefing documents to circulate during the meetings as well as pre-meeting materials, and making regular reports to the Board. These documents will be shared with the Board as needed to discharge the Committee's delegated responsibilities and stored in a centralized electronic archive administered by the Corporate Secretary. In case of absence of the Chair, the participating Audit Committee members will designate an interim Chair. The Committee may invite members of Management or others to attend their meetings and they will be asked to step-out during sensitive conversations. As part of its responsibility to foster open communication, the Committee should meet at least annually with each of the CEO and Chief Financial Officer in separate executive sessions to discuss any matters that the Committee or the executive officers believe should be discussed privately with the Committee.

VII. REPORTS

A. The Audit Committee will report, at least annually, to the Board regarding the Audit Committee's examinations and recommendations.

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B. The Audit Committee will report its activities to the Board to be incorporated as a part of the minutes of the Board meeting at which those activities are reported.

VIII. MINUTES

A. The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

IX. ANNUAL PERFORMANCE EVALUATION

A. The Board will conduct an annual performance evaluation of the Audit Committee, taking into account the charter, to determine the effectiveness of the Committee.

This charter was adopted by the Board effective March 31, 2021.

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SCHEDULE “C”
ZOGLO’S FOOD CORP.
10% ROLLING STOCK OPTION PLAN

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ZOGLO'S FOOD CORP.
(FORMERLY ZOGLO'S INCREDIBLE FOOD CORP.)
STOCK OPTION PLAN

ADOPTED FEBRUARY 12, 2021

Approved as Amended and Restated by the Board: June 15, 2022
Last Approved by Shareholders: June 23, 2022 Reconvened Annual General Meeting

Page

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS ... 1
1.2 CHOICE OF LAW ... 6
1.3 HEADINGS ... 6

SECTION 2 GRANT OF OPTIONS

2.1 GRANT OF OPTIONS ... 7
2.2 RECORD OF OPTION GRANTS ... 7
2.3 EFFECT OF PLAN ... 7
2.4 HOLD PERIOD ... 7

SECTION 3 PURPOSE AND PARTICIPATION

3.1 PURPOSE OF PLAN ... 8
3.2 PARTICIPATION IN PLAN ... 8
3.3 LIMITS ON OPTION GRANTS ... 8
3.4 LIMITS ON OPTION GRANTS FOR INVESTOR RELATIONS ACTIVITIES ... 8
3.5 NOTIFICATION OF GRANT ... 8
3.6 COPY OF PLAN ... 9
3.7 LIMITATION ON SERVICE ... 9
3.8 NO OBLIGATION TO EXERCISE ... 9
3.9 AGREEMENT ... 9
3.10 NOTICE ... 9
3.11 REPRESENTATION ... 9

SECTION 4 NUMBER OF SHARES UNDER PLAN

4.1 COMMITTEE TO APPROVE ISSUANCE OF SHARES ... 10
4.2 NUMBER OF SHARES ... 10
4.3 FRACTIONAL SHARES ... 10

SECTION 5 TERMS AND CONDITIONS OF OPTIONS

5.1 EXERCISE PERIOD OF OPTION ... 10
5.2 NUMBER OF SHARES UNDER OPTION ... 10
5.3 EXERCISE PRICE OF OPTION ... 10
5.4 TERMINATION OF OPTION ... 11
5.5 VESTING OF OPTION AND ACCELERATION ... 12
5.6 ADDITIONAL TERMS ... 12

SECTION 6 TRANSFERABILITY OF OPTIONS

6.1 NON-TRANSFERABLE ... 13
6.2 DEATH OF OPTION HOLDER ... 13
6.3 DISABILITY OF OPTION HOLDER ... 13
6.4 DISABILITY AND DEATH OF OPTION HOLDER ... 13
6.5 VESTING ... 13
6.6 DEEMED NON-INTERRUPTION OF ENGAGEMENT ... 13

SECTION 7 EXERCISE OF OPTION

... 14

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7.1 EXERCISE OF OPTION ... 14
7.2 BLACK-OUT PERIOD ... 14
7.3 ISSUE OF SHARE CERTIFICATES ... 14
7.4 NO RIGHTS AS SHAREHOLDER ... 14
7.5 TAX WITHHOLDING AND PROCEDURES ... 15

SECTION 8 ADMINISTRATION ... 15

8.1 BOARD OR COMMITTEE ... 15
8.2 POWERS OF COMMITTEE ... 15
8.3 ADMINISTRATION BY COMMITTEE ... 16
8.4 INTERPRETATION ... 16

SECTION 9 APPROVALS AND AMENDMENT ... 16

9.1 SHAREHOLDER APPROVAL OF PLAN ... 16
9.2 AMENDMENT OF OPTION OR PLAN ... 17

SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES ... 17

10.1 COMPLIANCE WITH LAWS ... 17
10.2 REGULATORY APPROVALS ... 17
10.3 INABILITY TO OBTAIN REGULATORY APPROVALS ... 17

SECTION 11 ADJUSTMENTS AND TERMINATION ... 18

11.1 TERMINATION OF PLAN ... 18
11.2 NO GRANT DURING SUSPENSION OF PLAN ... 18
11.3 ALTERATION IN CAPITAL STRUCTURE ... 18
11.4 TRIGGERING EVENTS ... 18
11.5 NOTICE OF TERMINATION BY TRIGGERING EVENT ... 19
11.6 DETERMINATIONS TO BE MADE BY COMMITTEE ... 19

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STOCK OPTION PLAN

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the meanings set forth below:

(a) “Administrator” means such Executive or Employee of the Company as may be designated as Administrator by the Committee from time to time, or, if no such person is appointed, the Committee itself.

(b) “Associate” means, where used to indicate a relationship with any person:

(i) any relative, including the spouse of that person or a relative of that person's spouse, where the relative has the same home as the person;

(ii) any partner, other than a limited partner, of that person;

(iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity; and

(iv) any corporation of which such person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the corporation.

(c) “Black-Out” means a restriction imposed by the Company on all or any of its directors, officers, employees, insiders or persons in a special relationship whereby they are to refrain from trading in the Company's securities until the restriction has been lifted by the Company.

(d) “Board” means the board of directors of the Company.

(e) “CSE” means the Canadian Securities Exchange.

(f) “Change of Control” means an occurrence when either:

(i) a Person or Entity, other than the current “control person” of the Company (as that term is defined in the Securities Act), becomes a “control person” of the Company; or

(ii) a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the Company are not individuals nominated by the Company's then-incumbent Board.

(g) “Committee” means a committee of the Board to which the responsibility of approving the grant of stock options has been delegated, or if no such committee is appointed, the Board itself.

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(h) “Company” means Zoglo’s Food Corp.

(i) “Consultant” means an individual who:

(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or any Subsidiary other than services provided in relation to a “distribution” (as that term is described in the Securities Act);

(ii) provides the services under a written contract between the Company or any Subsidiary and the individual or a Consultant Entity (as defined in clause (h)(v) below);

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or any Subsidiary; and

(iv) has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable about the business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant or as an equivalent thereof,

and includes:

(i) a corporation of which the individual is an employee or shareholder or a partnership of which the individual is an employee or partner (a “Consultant Entity”); or

(ii) an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

(j) “Disability” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment which cannot be accommodated under applicable human rights laws without imposing undue hardship on the Company or any Subsidiary employing or engaging the Person, that the Committee, acting reasonably, determines constitutes a disability.

(k) “Employee” means:

(i) an individual who works full-time or part-time for the Company or any Subsidiary and such other individual as may, from time to time, be permitted by applicable Regulatory Rules to be granted Options as an employee or as an equivalent thereto; or

(ii) an individual who works for the Company or any Subsidiary either full-time or on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or any Subsidiary over the details and methods of

work as an employee of the Company or any Subsidiary, but for whom income tax deductions are not made at source,

and includes:

(i) a corporation wholly-owned by such individual; and
(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

(l) “Exchange” means the stock exchange upon which the Company’s shares principally trade.
(m) “Executive” means an individual who is a director or officer of the Company or a Subsidiary, and includes:
(i) a corporation wholly-owned by such individual; and
(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

(n) “Exercise Notice” means the written notice of the exercise of an Option, in the form set out as Schedule B hereto, or by written notice in the case of uncertificated Shares, duly executed by the Option Holder.
(o) “Exercise Period” means the period during which a particular Option may be exercised and is the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that the Option has Vested pursuant to the terms and conditions of this Plan and any additional terms and conditions imposed by the Committee, and that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.
(p) “Exercise Price” means the price at which an Option is exercisable as determined in accordance with section 5.3.
(q) “Expiry Date” means the date the Option expires as set out in the Option Certificate or as otherwise determined in accordance with sections 5.4, 6.2, 6.3, 6.4 or 11.4.
(r) “Expiry Time” means the time the Option expires on the Expiry Date, which is 4:00 p.m. local time in Vancouver, British Columbia on the Expiry Date.
(s) “Grant Date” means the date on which the Committee grants a particular Option, which is the date the Option comes into effect provided however that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.
(t) “Insider” means an insider as that term is defined in the Securities Act.

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(u) “Investor Relations Activities” means any activities, by or on behalf of the Company or shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company

(A) to promote the sale of products or services of the Company, or
(B) to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(ii) activities or communications necessary to comply with the requirements of:

(A) applicable securities laws;
(B) Exchange requirements or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;

(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:

(A) the communication is only through the newspaper, magazine or publication, and
(B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

(iv) activities or communications that may be otherwise specified by the Exchange.

(v) “Market Value” means the market value of the Shares as determined in accordance with section 5.3.
(w) “NI 45-106” means National Instrument 45-106—Prospectus Exemptions.
(x) “Option” means an incentive share purchase option granted pursuant to this Plan entitling the Option Holder to purchase Shares of the Company.
(y) “Option Certificate” means the certificate, in substantially the form set out as Schedule A hereto, evidencing the Option.
(z) “Option Holder” means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.
(aa) “Outstanding Issue” means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question.
(bb) “Person” or “Entity” means an individual, natural person, corporation, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring,

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holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity.

(cc) “Personal Representative” means:

(i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and
(ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder.

(dd) “Plan” means this stock option plan as from time to time amended.
(ee) “Regulatory Approvals” means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder.
(ff) “Regulatory Authorities” means all organized trading facilities on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder.
(gg) “Regulatory Rules” means all corporate and securities laws, regulations, rules, policies, notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of the applicable Regulatory Authorities.
(hh) “Related Entity” means a Person that is controlled by the Company. For the purposes of this Plan, a Person (first person) is considered to control another Person (second person) if the first Person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of

(i) ownership of or direction over voting securities in the second Person,
(ii) a written agreement or indenture,
(iii) being the general partner or controlling the general partner of the second Person, or
(iv) being a trustee of the second Person.

(ii) “Related Person” means:

(i) a Related Entity of the Company;
(ii) a partner, director or officer of the Company or Related Entity;
(iii) a promoter of or Person who performs Investor Relations Activities for the Company or Related Entity; and

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(iv) any Person that beneficially owns, either directly or indirectly, or exercises voting control or direction over at least 10% of the total voting rights attached to all voting securities of the Company or Related Entity.

(jj) “Securities Act” means the Securities Act (British Columbia), RSBC 1996, c.418 as from time to time amended.

(kk) “Share” or “Shares” means, as the case may be, one or more common shares without par value in the capital stock of the Company.

(ll) “Subsidiary” means a wholly-owned or controlled subsidiary corporation of the Company.

(mm) “Triggering Event” means:

(i) the proposed dissolution, liquidation or wind-up of the Company;

(ii) a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more corporations as a result of which, immediately following such event, the shareholders of the Company as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the surviving corporation;

(iii) the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company by one or more Persons or Entities;

(iv) a proposed Change of Control of the Company;

(v) the proposed sale or other disposition of all or substantially all of the assets of the Company; or

(vi) a proposed material alteration of the capital structure of the Company which, in the opinion of the Committee, is of such a nature that it is not practical or feasible to make adjustments to this Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect.

(nn) “Vest”, “Vesting” or “Vested” means that a portion of the Option granted to the Option Holder which is available to be exercised by the Option Holder at any time and from time to time.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed solely in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein without giving effect to the conflicts of laws principles thereof and without reference to the laws of any other jurisdiction. The Company and each Option Holder hereby attorn to the jurisdiction of the Courts of British Columbia.

1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

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SECTION 2

GRANT OF OPTIONS

2.1 Grant of Options

The Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on such terms and conditions as are permitted under this Plan.

2.2 Record of Option Grants

The Committee shall be responsible to maintain a record of all Options granted under this Plan and such record shall contain, in respect of each Option:

(a) the name and address of the Option Holder;

(b) the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;

(d) the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of the Option;

(e) the vesting and other additional terms, if any, attached to the Option; and

(f) the particulars of each and every time the Option is exercised.

2.3 Effect of Plan

All Options granted pursuant to the Plan shall be subject to the terms and conditions of the Plan notwithstanding the fact that the Option Certificates issued in respect thereof do not expressly contain such terms and conditions but instead incorporate them by reference to the Plan. The Option Certificates will be issued for convenience only and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

2.4 Hold Period

Pursuant to Regulatory Rules, where a hold period is applicable, the Option Certificate will include a legend stipulating that the Option is and the Shares upon the exercise of the Option are subject to a four-month hold period commencing on the date of distribution of the Option.

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SECTION 3

PURPOSE AND PARTICIPATION

3.1 Purpose of Plan

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants to contribute toward the long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long term investments.

3.2 Participation in Plan

The Committee shall, from time to time and in its sole discretion, determine those Executives, Employees and Consultants to whom Options are to be granted.

3.3 Limits on Option Grants

The Company shall only grant Options under this Plan in accordance with section 10 hereof and, for greater certainty, may not grant any Options under this Plan unless a prospectus exemption under NI 45-106 is available. As long as the Company is an “unlisted reporting issuer” (as defined in section 2.25 of NI 45-106) then the prospectus exemption provided under section 2.24 of NI 45-106 may not be relied upon in connection with a distribution of Options to any Employees or Consultants who are engaged in Investor Relations Activities for the Company, any associated Consultant, any executive officer of the Company, any director of the Company or any permitted assign of those Persons if, after the grant:

(a) the number of securities, calculated on a fully diluted basis, reserved for issuance under options granted to

(i) Related Persons, exceeds 10% of the outstanding securities of the Company, or
(ii) a Related Person, exceeds 5% of the outstanding securities of the Company, or

(b) the number of securities, calculated on a fully diluted basis, issued within 12 months to

(i) Related Persons, exceeds 10% of the outstanding securities of the Company, or
(ii) a Related Person and the Associates of the Related Person, exceeds 5% of the outstanding securities of the Company;

unless the Company obtains security holder approval and otherwise satisfies all other requirements of section 2.25(3) of NI 45-106 in accordance with the Regulatory Rules.

3.4 Limits on Option Grants for Investor Relations Activities

The maximum number of Options which may be granted within an 12 month period to Employees or Consultants engaged in Investor Relations Activities must not exceed 1% of the Outstanding Issue.

3.5 Notification of Grant

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option Holder in writing of the grant and shall enclose with such notice the Option Certificate representing the Option so granted. In no case will the Company be required to deliver an Option Certificate to an Option

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Holder until such time as the Company has obtained all necessary Regulatory Approvals for the grant of the Option.

3.6 Copy of Plan

Each Option Holder, concurrently with the notice of the grant of the Option, shall be provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

3.7 Limitation on Service

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an Executive of the Company or any Subsidiary, nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary.

3.8 No Obligation to Exercise

Option Holders shall be under no obligation to exercise Options.

3.9 Agreement

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms and conditions of this Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder receives his, her or its Options pursuant to an oral or written agreement with the Company or a Subsidiary, whether such agreement is an employment agreement, consulting agreement or any other kind of agreement of any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistency between the terms relating to the grant of such Options in that agreement and the terms attaching to the Options as provided for in this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have been amended accordingly.

3.10 Notice

Any notice, delivery or other correspondence of any kind whatsoever to be provided by the Company to an Option Holder will be deemed to have been provided if provided to the last home address, fax number or email address of the Option Holder in the records of the Company and the Company shall be under no obligation to confirm receipt or delivery.

3.11 Representation

As a condition precedent to the issuance of an Option, the Company must be able to represent to the Exchange as of the Grant Date that the Option Holder is a bona fide Executive, Employee or Consultant of the Company or any Subsidiary.

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SECTION 4

NUMBER OF SHARES UNDER PLAN

4.1 Committee to Approve Issuance of Shares

The Committee shall approve by resolution the issuance of all Shares to be issued to Option Holders upon the exercise of Options, such authorization to be deemed effective as of the Grant Date of such Options regardless of when it is actually done. The Committee shall be entitled to approve the issuance of Shares in advance of the Grant Date, retroactively after the Grant Date, or by a general approval of this Plan.

4.2 Number of Shares

Subject to adjustment as provided for herein, the number of Shares which will be available for purchase pursuant to Options granted pursuant to this Plan, plus any other outstanding incentive stock options of the Company granted pursuant to a previous stock option plan or agreement, will not exceed 10% of the Outstanding Issue. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

4.3 Fractional Shares

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional interest.

SECTION 5

TERMS AND CONDITIONS OF OPTIONS

5.1 Exercise Period of Option

Subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the dates fixed by the Committee at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option.

5.2 Number of Shares Under Option

The number of Shares which may be purchased pursuant to an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option.

5.3 Exercise Price of Option

The Exercise Price at which an Option Holder may purchase a Share upon the exercise of an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. Notwithstanding the foregoing, the Exercise Price shall not be less than the Market Value of the Shares as of the Grant Date. The Market Value of the Shares for a particular Grant Date shall be determined as follows:

(a) if the Company’s Shares are listed on the CSE, and the Committee determines the CSE to be the Company’s primary Exchange, Market Value will be the greater of the closing

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trading price of the Shares on (i) the trading day prior to the Grant Date and (ii) the Grant Date;

(b) subject to subparagraph (a) above, for each organized trading facility on which the Shares are listed, Market Value will be the closing trading price of the Shares on the day immediately preceding the Grant Date, and may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities;

(c) if the Company’s Shares are listed on more than one organized trading facility, the Market Value shall be the Market Value as determined in accordance with subparagraphs (a) or (b) above for the primary organized trading facility on which the Shares are listed, as determined by the Committee, subject to any adjustments as may be required to secure all necessary Regulatory Approvals;

(d) subject to subparagraph (a), if the Company’s Shares are listed on one or more organized trading facilities but have not traded during the ten trading days immediately preceding the Grant Date, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee; and

(e) if the Company's Shares are not listed on any organized trading facility, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee to be the fair value of the Shares, taking into consideration all factors that the Committee deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms' length. Notwithstanding anything else contained herein, in no case will the Market Value be less than the minimum prescribed by each of the organized trading facilities that would apply to the Company on the Grant Date in question.

5.4 Termination of Option

Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Committee at the time the Option is granted as set out in the Option Certificate and the date established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3, 6.4, or 11.4 of this Plan:

(a) Ceasing to Hold Office - In the event that the Option Holder holds his or her Option as an Executive and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate, the 30th day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold such position as a result of:

(i) ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;

(ii) a special resolution having been passed by the shareholders of the Company removing the Option Holder as a director of the Company or any Subsidiary; or

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(iii) an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position; OR

(b) Ceasing to be Employed or Engaged - In the event that the Option Holder holds his or her Option as an Employee or Consultant and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate, the 30th day following the date the Option Holder ceases to hold such position, unless the Option Holder ceases to hold such position as a result of:

(i) termination for cause;

(ii) resigning his or her position; or

(iii) an order made by any Regulatory Authority having jurisdiction to so order,

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option Holder ceases to hold the position of Executive, Employee or Consultant for which the Option was originally granted, but comes to hold a different position as an Executive, Employee or Consultant prior to the expiry of the Option, the Committee may, in its sole discretion, choose to permit the Option to stay in place for that Option Holder with such Option then to be treated as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the Expiry Date of the Option.

5.5 Vesting of Option and Acceleration

The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan.

5.6 Additional Terms

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in a schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the provisions of this Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

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SECTION 6

TRANSFERABILITY OF OPTIONS

6.1 Non-transferable

Except as provided otherwise in this section 6, Options are non-assignable and non-transferable.

6.2 Death of Option Holder

In the event of the Option Holder's death, any Options held by such Option Holder shall pass to the Personal Representative of the Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the date of death and the applicable Expiry Date.

6.3 Disability of Option Holder

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officer of the Company or a Subsidiary is terminated by the Company by reason of such Option Holder's Disability, any Options held by such Option Holder shall be exercisable by such Option Holder or by the Personal Representative on or before the date which is the earlier of one year following the termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date.

6.4 Disability and Death of Option Holder

If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the Company or a Subsidiary by reason of such Option Holder's Disability and such Option Holder dies within one year after the termination of such engagement, any Options held by such Option Holder that could have been exercised immediately prior to his or her death shall pass to the Personal Representative of such Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the death of such Option Holder and the applicable Expiry Date.

6.5 Vesting

Unless the Committee determines otherwise, Options held by or exercisable by a Personal Representative shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

6.6 Deemed Non-Interruption of Engagement

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Option Holder's right to re-employment or re-engagement by the Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Option Holder's re-employment or re-engagement is not so guaranteed, then his or her employment or engagement shall be deemed to have terminated on the ninety-first day of such leave.

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SECTION 7

EXERCISE OF OPTION

7.1 Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the Personal Representative of any Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Administrator the required Exercise Notice, or by written notice in the case of uncertificated Shares, the applicable Option Certificate and a certified cheque or bank draft or wire transfer payable to the Company or its legal counsel in an amount equal to the aggregate Exercise Price of the Shares then being purchased pursuant to the exercise of the Option. Notwithstanding anything else contained herein, Options may not be exercised during a Black-Out unless the Committee determines otherwise.

7.2 Black-Out Period

If an Option expires, terminates or is cancelled (other than an expiry, termination or cancellation pursuant to section 5.4(a)(i)(ii) or (iii) or section 5.4(b)(i)(ii) or (iii) above) within or immediately after a Black-Out, the Holder may elect for the term of such Option to be extended to the date which is ten (10) business days after the last day of the Black-Out; provided, that, the expiration date as extended by this section 7.2 will not in any event be beyond the later of: (i) December 31 of the calendar year in which the Option was otherwise due to expire; and (ii) the 15th day of the third month following the month in which the Option was otherwise due to expire.

7.3 Issue of Share Certificates

As soon as reasonably practicable following the receipt of the Exercise Notice as described in section 7.1 and payment in full for the Optioned Shares being acquired, the Administrator will direct its transfer agent to issue to the Option Holder the appropriate number of Shares in either certificate form or at the election of the Option Holder, on an uncertificated basis pursuant to the instructions given by the Option Holder to the Administrator. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall also provide a new Option Certificate for the balance of Shares available under the Option to the Option Holder concurrent with delivery of the Shares.

7.4 No Rights as Shareholder

Until the date of the issuance of the certificate for the Shares purchased pursuant to the exercise of an Option, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option, unless the Committee determines otherwise. In the event of any dispute over the date of the issuance of the Shares, the decision of the Committee shall be final, conclusive and binding.

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7.5 Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Option Holder who wishes to exercise an Option must, in addition to following the procedures set out in section 7.1 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

SECTION 8 ADMINISTRATION

8.1 Board or Committee

The Plan shall be administered by the Administrator with oversight by the Committee.

8.2 Powers of Committee

The Committee shall have the authority to do the following:

(a) oversee the administration of the Plan in accordance with its terms;

(b) appoint or replace the Administrator from time to time;

(c) determine all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the Market Value;

(d) correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

(e) prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

(f) determine the duration and purposes of leaves of absence from employment or engagement by the Company which may be granted to Option Holders without constituting a termination of employment or engagement for purposes of the Plan;

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(g) do the following with respect to the granting of Options:

(i) determine the Executives, Employees or Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan;

(ii) determine the terms of the Option to be granted to an Option Holder including, without limitation, the Grant Date, Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option);

(iii) subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;

(iv) determine when Options shall be granted; and

(v) determine the number of Shares subject to each Option;

(h) accelerate the vesting schedule of any Option previously granted; and

(i) make all other determinations necessary or advisable, in its sole discretion, for the administration of the Plan.

8.3 Administration by Committee

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan.

8.4 Interpretation

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant thereto shall be final, conclusive and binding and shall not be subject to dispute by any Option Holder. No member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Committee and each such person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

SECTION 9 APPROVALS AND AMENDMENT

9.1 Shareholder Approval of Plan

If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of the shareholders of the Company as prescribed by the Regulatory Authority. If shareholder approval is required, any Options granted under this Plan prior to such time will not be exercisable or binding on the Company unless and until such shareholder approval is obtained.

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9.2 Amendment of Option or Plan

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option or the Plan or the terms and conditions of any Option thereafter to be granted provided that where such amendment relates to an existing Option and it would:

(a) materially decrease the rights or benefits accruing to an Option Holder; or

(b) materially increase the obligations of an Option Holder; then, unless otherwise excepted out by a provision of this Plan, the Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is reduced the Option Holder is an Insider of the Company, the Insider must not exercise the option at the reduced Exercise Price until the reduction in Exercise Price has been approved by the disinterested shareholders of the Company, if required by the Exchange.

SECTION 10

CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES

10.1 Compliance with Laws

An Option shall not be granted or exercised, and Shares shall not be issued pursuant to the exercise of any Option, unless the grant and exercise of such Option and the issuance and delivery of such Shares comply with all applicable Regulatory Rules, and such Options and Shares will be subject to all applicable trading restrictions in effect pursuant to such Regulatory Rules and the Company shall be entitled to legend the Option Certificates and the certificates for the Shares or the written notice in the case of uncertificated Shares representing such Shares accordingly.

10.2 Regulatory Approvals

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The Committee will not permit any Options to be granted without first obtaining the necessary Regulatory Approvals unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will make all filings required with the Regulatory Authorities in respect of the Plan and each grant of Options hereunder. No Option granted will be exercisable or binding on the Company unless and until all necessary Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan and the Options granted hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require the consent of the Option Holders under section 9.2 of this Plan.

10.3 Inability to Obtain Regulatory Approvals

The Company's inability to obtain Regulatory Approval from any applicable Regulatory Authority, which Regulatory Approval is deemed by the Committee to be necessary to complete the grant of Options hereunder, the exercise of those Options or the lawful issuance and sale of any Shares pursuant to such Options, shall relieve the Company of any liability with respect to the failure to complete such transaction.

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SECTION 11

ADJUSTMENTS AND TERMINATION

11.1 Termination of Plan

The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable law, and subject to any required regulatory approval.

11.2 No Grant During Suspension of Plan

No Option may be granted during any suspension, or after termination, of the Plan. Suspension or termination of the Plan shall not, without the consent of the Option Holder, alter or impair any rights or obligations under any Option previously granted.

11.3 Alteration in Capital Structure

If there is a material alteration in the capital structure of the Company and the Shares are consolidated, subdivided, converted, exchanged, reclassified or in any way substituted for, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that the proportionate interest of each Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation:

(a) a change in the number or kind of shares of the Company covered by such Options; and
(b) a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Price applicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number of Shares subject thereto.

For purposes of this section 11.3, and without limitation, neither:

(c) the issuance of additional securities of the Company in exchange for adequate consideration (including services); nor
(d) the conversion of outstanding securities of the Company into Shares shall be deemed to be material alterations of the capital structure of the Company. Any adjustment made to any Options pursuant to this section 11.3 shall not be considered an amendment requiring the Option Holder's consent for the purposes of section 9.2 of this Plan.

11.4 Triggering Events

Subject to the Company complying with section 11.5 and any necessary Regulatory Approvals and notwithstanding any other provisions of this Plan or any Option Certificate, the Committee may, without the consent of the Option Holder or Holders in question:

(a) cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a Triggering Event; or
(b) cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stock options of another corporation upon the occurrence of a Triggering Event

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in such ratio and at such exercise price as the Committee deems appropriate, acting reasonably.

Such termination or exchange shall not be considered an amendment requiring the Option Holder's consent for the purpose of section 9.2 of the Plan.

11.5 Notice of Termination by Triggering Event

In the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to terminate on the occurrence of a Triggering Event, it must give written notice to the Option Holders in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the opportunity to exercise the vested portion of the Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Company proposes to terminate shall become immediately exercisable notwithstanding any contingent vesting provision to which such Options may have otherwise been subject. Furthermore, if any of the Options granted under this Plan are cancelled prior to their Expiry Date, the Company shall not grant new Options to the same Persons or Entities until thirty (30) days have lapsed from the date of cancellation.

11.6 Determinations to be Made By Committee

Adjustments and determinations under this section 11 shall be made by the Committee, whose decisions as to what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive.

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SCHEDULE A

[Include legends prescribed by Regulatory Authorities, if required.]

ZOGLO'S FOOD CORP.

STOCK OPTION PLAN - OPTION CERTIFICATE

This Option Certificate is issued pursuant to the provisions of the Stock Option Plan (the “Plan”) of Zoglo’s Food Corp. (the “Company”) and evidences that ♦[Name of Option Holder] is the holder (the “Option Holder”) of an option (the “Option”) to purchase up to ♦ common shares (the “Shares”) in the capital stock of the Company at a purchase price of Cdn.$ ♦ per Share (the “Exercise Price”). This Option may be exercised at any time and from time to time from and including the following Grant Date through to and including up to 4:00 p.m. local time in Vancouver, British Columbia (the “Expiry Time”) on the following Expiry Date:

(a) the Grant Date of this Option is ♦; and
(b) subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4 of the Plan, the Expiry Date of this Option is ♦, 20♦.

To exercise this Option, the Option Holder must deliver to the Administrator of the Plan, prior to the Expiry Time on the Expiry Date, an Exercise Notice, in the form provided in the Plan, or written notice in the case of uncertificated Shares, which is incorporated by reference herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to the Company or its legal counsel in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised.

This Option Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto.

[Include legends on the certificate or the written notice in the case of uncertificated shares prescribed by Regulatory Authorities, if required.]

If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the Option, the certificate(s) representing the Shares will be endorsed with the following or a similar legend:

“The securities represented hereby have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States. The holder thereof, by purchasing such securities, agrees for the benefit of the Company that such securities may be offered, sold or otherwise transferred only (a) to the Company; (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act; (c) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws; or (d) in a transaction that does not require registration under the U.S. Securities Act and any applicable state securities laws, and, in the case of paragraph (c) or (d), the seller furnishes to the Company an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect.”

The presence of this legend may impair the ability of the holder hereof to effect “good delivery” of the securities represented hereby on a Canadian stock exchange.”

ZOGLO’S FOOD CORP.

by its authorized signatory:

Signature

Name and Title of Signatory (please print)

The Option Holder acknowledges receipt of a copy of the Plan and represents to the Company that the Option Holder is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by the Regulatory Authorities. The Option Holder further acknowledges that if the Plan has not been approved by the shareholders of the Company on the Grant Date, this Option is not exercisable until such approval has been obtained.

Signature of Option Holder:

Signature

Print Name

Address

Email address

Date Signed

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OPTION CERTIFICATE – SCHEDULE

[Complete the following additional terms and any other special terms, if applicable, or remove the inapplicable terms or this schedule entirely.]

The additional terms and conditions attached to the Option represented by this Option Certificate are as follows:

The Options will not be exercisable unless and until they have vested and then only to the extent that they have vested. The Options will vest in accordance with the following:

(a) ♦ Shares (♦%) will vest and be exercisable on or after the Grant Date;
(b) ♦ additional Shares (♦%) will vest and be exercisable on or after ♦ [date];
(c) ♦ additional Shares (♦%) will vest and be exercisable on or after ♦ [date];
(d) ♦ additional Shares (♦%) will vest and be exercisable on or after ♦ [date];

Upon the Option Holder ceasing to hold a position with the Company, other than as a result of the events set out in paragraphs 5.4(a) or 5.4(b) of the Plan, the Expiry Date of the Option shall be ♦ [Insert date desired that is longer or shorter than the standard 30 days as set out in the Plan] following the date the Option Holder ceases to hold such position.

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SCHEDULE B

ZOGLO'S FOOD CORP.

STOCK OPTION PLAN

NOTICE OF EXERCISE OF OPTION

TO: Zoglo's Food Corp.
The Administrator, Stock Option Plan
c/o McMillan LLP
1500 – 1055 West Georgia Street
Vancouver, British Columbia V6E 3N7
(or such other address as the Company may advise)

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the “Plan”) of Zoglo’s Food Corp. (the “Company”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Shares; or
(b) of the Shares;

which are the subject of the Option Certificate attached hereto (attach your original Option Certificate). The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to the Company or to ♦ in an amount equal to the aggregate Exercise Price of the aforesaid Shares and directs the Company to issue a certificate OR a written notice in the case of uncertificated Shares evidencing said Shares in the name of the undersigned to be issued to the undersigned [in the case of issuance of a share certificate, at the following address (provide full complete address)]:

The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strict compliance with this form and delivered to the required address with the required payment prior to 4:00 p.m. local time in Vancouver, British Columbia on the Expiry Date of the Option.

DATED the day __ of ____, 20____.

Signature of Option Holder

LEGAL_46701302.5

SCHEDULE "D"
ZOGLO'S FOOD CORP.
25% ROLLING RESTRICTED SHARE UNIT PLAN

LEGAL_39147643.1

ZOGLO'S FOOD CORP.
(FORMERLY ZOGLO'S INCREDIBLE FOOD CORP.)

RESTRICTED SHARE UNIT PLAN

Adopted March 23, 2021

Approved as Amended and Restated by the Board: June 15, 2022
Last Approved by Shareholders: June 23, 2022 Reconvened Annual General Meeting

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Article 1 PURPOSE AND INTERPRETATION ...1
Section 1.1 Purpose ...1
Section 1.2 Definitions ...1
Section 1.3 Interpretation ...7
Section 1.4 Headings ...7
Section 1.5 References to this RSU Plan ...7
Section 1.6 Canadian Funds ...7

Article 2 SHARE CAPITAL ...7
Section 2.1 Shares Reserved ...7
Section 2.2 Limits on RSU Grants ...7

Article 3 ADMINISTRATION ...8
Section 3.1 General ...8
Section 3.2 Compliance with Legislation ...9
Section 3.3 Miscellaneous ...9

Article 4 RESTRICTED SHARE UNITS ...10
Section 4.1 Granting of RSUs ...10
Section 4.2 Dividends ...11
Section 4.3 Settlement of Restricted Share Units ...11
Section 4.4 Termination of Service ...12
Section 4.5 Non-transferability of RSUs ...13

Article 5 TERMINATION, AMENDMENTS AND ADJUSTMENTS ...13
Section 5.1 Amendment and Termination ...13
Section 5.2 Change of Control ...13
Section 5.3 Adjustments ...14

Article 6 GENERAL ...14
Section 6.1 Effective Date ...14
Section 6.2 Notice ...14
Section 6.3 Tax Withholdings ...14
Section 6.4 Rights of Participants ...15
Section 6.5 Right to Funds ...15
Section 6.6 Right to Issue Other Shares ...15
Section 6.7 Successors and Assigns ...15
Section 6.8 Funding of the Plan ...15
Section 6.9 No Representation or Warranty ...15
Section 6.10 Governing Law ...15
Section 6.11 Severability ...15

SCHEDULE "A"

RESTRICTED SHARE UNIT AGREEMENT CERTIFICATE

(i)

SCHEDULE "B"
COMPLIANCE CERTIFICATE

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(ii)
RESTRICTED SHARE UNIT PLAN

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RESTRICTED SHARE UNIT PLAN

RESTRICTED SHARE UNIT PLAN

Article 1 PURPOSE AND INTERPRETATION

Section 1.1 Purpose

The purpose of the Plan is to promote and advance the interests of the Company by (i) providing Eligible Persons with additional incentive through an opportunity to receive bonuses in the form of Common Shares of the Company, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Company, and (iv) increasing the ability to attract, retain and motivate Eligible Persons.

Section 1.2 Definitions

For the purposes of this Plan, the following terms shall have the following meanings:

(a) “Account” means a notional account maintained for each Participant on the books of the Company which will be credited with Restricted Share Units and Dividend RSUs, in accordance with the terms of the Plan;

(b) “Affiliate” means any person that controls or is controlled by the Company or that is controlled by the same person that controls the Company;

(c) “Affiliated Company” means a company that is a subsidiary of another company or if two or more companies are subsidiaries of the same company or two or more companies are controlled by the same person or company;

(d) “Associate” has the meaning ascribed to that term in Section 2.22 of NI 45-106;

(e) “Applicable Law” mean any applicable law, including without limitation: (i) the BCBCA; (ii) Applicable Securities Laws; (iii) the ITA; (iv) any other applicable corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, provincial, state, local or foreign; and (v) Stock Exchange Policy;

(f) “Applicable Securities Law” means the BCSA and the equivalent thereof in each province and territory of Canada in which the Company is a “reporting issuer” or the equivalent thereof, together with the regulations, rules and blanket orders of the securities commission or similar regulatory authority in each of such jurisdictions;

(g) “BCBCA” means the Business Corporations Act (British Columbia), together with the regulations thereto, as may be amended from time to time. Any reference to any section of the BCBCA shall also be a reference to any successor provision promulgated thereunder;

(h) “BCSA” means the Securities Act (British Columbia), together with the regulations thereto, as may be amended from time to time. Any reference to any section of the BCSA shall also be a reference to any successor provision promulgated thereunder;

(i) “Black-Out Period” means a period when the Participant is prohibited from trading in the Company’s securities, including the Common Shares, pursuant to Applicable Securities Laws or the policies of the Company;

(j) “Board” means the board of directors of the Company or such delegate as referred to by the term in Section 3.1(1);

(k) “Business Day” means any day other than a Saturday, Sunday or a statutory or civic holiday in the City of Vancouver, British Columbia, on which the Stock Exchange is open for trading;

(l) “Cause” means:

(i) if the Participant has a written agreement with the Company or a subsidiary of the Company in which cause is defined, “cause” as defined therein; or

(ii) if the Participant has no written agreement with the Company or a subsidiary of the Company in which cause is defined,

(A) in the case of employee, director or officer Participants: (I) the inability of the Participant to perform their duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (II) the failure of the Participant to follow the Company’s reasonable instructions with respect to the performance of their duties; (III) any material breach by the Participant of their obligations under any code of ethics, any other code of business conduct or any lawful policies or procedures of the Company; (IV) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of crime or fraud; and (V) any other act or omission of the Participant which would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee;

(B) in the case of Consultant Participants, for any reason, upon one (1) week’s notice, provided there is no conflict with Applicable Law;

(m) “Certificate” has the meaning given to that term in Section 3.1(3);

(n) “Change of Control Event” means:

(i) the acquisition of a sufficient number of voting securities in the capital of the Company so that the acquirer, together with Persons or Entities acting jointly or in concert with the acquirer, becomes entitled, directly or indirectly, to exercise more than 50% of the voting rights attaching to the outstanding voting securities in the capital of the Company (provided that, prior to the acquisition, the acquirer was not entitled to exercise more than 50% of the voting rights attaching to the outstanding voting securities in the capital of the Company);

(ii) the completion of a consolidation, merger, arrangement or amalgamation of the Company with or into any other entity whereby the voting securityholders of the Company immediately prior to the consolidation, merger, arrangement or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting securities of the consolidated, merged, arranged or amalgamated entity;

(iii) the complete liquidation or dissolution of the Company or the completion of a sale, lease, exchange or other transfer (in one transaction or a series of transactions) whereby all or substantially all of the Company’s undertakings and assets become

LEGAL_39147643.1

the property of any other entity and the voting securityholders of the Company immediately prior to the sale hold less than 50% of the voting rights attaching to the outstanding voting securities of that other entity immediately following that sale; or

(iv) an occurrence when a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the Company are not individuals nominated by the Company’s then-incumbent Board;

(o) “Common Shares” means the common shares in the share capital of the Company;

(p) “Company” means Zoglo’s Food Corp., a company incorporated under the laws of British Columbia;

(q) “Consultant” has the meaning ascribed to that term in Section 2.22 of NI 45-106;

(r) “control” has the meaning ascribed to that term in Section 1.4 of NI 45-106;

(s) “Controlled Company” means a company controlled by another person or company or by two or more companies;

(t) “Disability” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Board, acting reasonably, determines constitutes a disability.

(u) “Dividend RSUs” means a bookkeeping entry credited to a Participant’s Account equivalent in value to the dividend, if any, paid on a Common Share in accordance with Section 4.2 of the Plan;

(v) “Eligible Person” means:

(i) any director, officer, or employee of the Company or any Affiliate;

(ii) subject to confirmation of the receipt of independent tax advice having been obtained by the recipient Consultant, any Consultant of the Company or any Affiliate; and

(iii) subject to confirmation of the receipt of independent tax advice having been obtained by the recipient Personal Holding Company, any Personal Holding Company of any of the persons listed in Section 1.2(v)(i) above;

who is designated by the Board as eligible to participate in the Plan;

(w) “Expiry Date” means the expiry date set out by the Board on the date of approval of a grant and as described in the applicable Certificate (which for greater certainty may vary between RSUs granted from time to time), following which an RSU is expired and is thereafter incapable of settlement, and is of no value whatsoever, provided however that in no event shall an Expiry Date be a date that is more than three years from the Grant Date;

(x) “Grant Date” means any date determined from time to time by the Board as a date on which a grant of RSUs will be made to one or more Eligible Persons under this Plan;

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(y) “ITA” means the Income Tax Act (Canada) and any regulations thereunder, each as amended from time to time. Any reference to any section of the ITA shall also be a reference to any successor provision and any regulation promulgated thereunder;

(z) “Investor Relations Activities” means any activities, by or on behalf of the Company or Shareholder, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company

(A) to promote the sale of products or services of the Company, or
(B) to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(ii) activities or communications necessary to comply with the requirements of:

(A) Applicable Securities Laws;
(B) Stock Exchange requirements, including Stock Exchange Policy, or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;

(iv) activities or communications that may be otherwise specified by the Stock Exchange;

(aa) “Market Price” means, unless otherwise required by Applicable Law or by any applicable accounting standard for the Company’s desired accounting for RSU Awards, with respect to any particular date, the last available closing market price of the Common Shares on the Stock Exchange. In the event that the Common Shares are not listed and posted for trading on any Stock Exchange, the Market Price shall be the fair market value of such Common Shares as determined by the Board in its discretion;

(bb) “NI 45-106” means National Instrument 45-106 - Prospectus Exemptions, as may be amended from time to time. Any reference to any section of the NI 45-106 shall also be a reference to any successor provision promulgated thereunder;

(cc) “Outstanding Issue” means the number of Common Shares that are outstanding (on a non-diluted basis) immediately prior to the Common Share issuance or grant of RSUs in question, as applicable;

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(dd) “Participant” means an Eligible Person to whom RSUs have been granted and are outstanding;

(ee) “Personal Holding Company” means a personal holding company that is either wholly owned, or controlled by, any director, executive officer or employee of the Company or an Affiliated Entity, and the shares of which are held directly or indirectly by any such person or the person's spouse, minor children and/or minor grandchildren;

(ff) “Person” or “Entity” means an individual, natural person, company, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity;

(gg) “Plan” means this Restricted Share Unit plan of the Company, as amended from time to time;

(hh) “Related Entity” means a Person that is controlled by the Company. For the purposes of this Plan, a Person (first person) is considered to control another Person (second person) if the first Person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of

(i) ownership of or direction over voting securities in the second Person,

(ii) a written agreement or indenture,

(iii) being the general partner or controlling the general partner of the second Person, or

(iv) being a trustee of the second Person;

(ii) “Related Person” means:

(i) a Related Entity of the Company;

(ii) a partner, director or officer of the Company or Related Entity;

(iii) a promoter of or Person who performs Investor Relations Activities for the Company or Related Entity; and

(jj) “Reporting Insider” means a reporting insider as defined under National Instrument 55-104 – Insider Reporting Requirements, as may be amended from time to time;

(kk) “Restricted Share Unit” or “RSU” means a bookkeeping entry equivalent in value to a Common Share credited to a Participant’s Account and representing the right of a Participant to whom a grant of such restricted share units is made to receive one Common Share (or, pursuant to Section 4.3, an amount of cash equal to the Market Value thereof), pursuant and subject to the terms and conditions set forth in this Plan and in the applicable Certificate;

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(II) “RSU Award” means the number of RSUs determined by the Board to be awarded to the Participant and credited to a Participant’s Account, as evidenced by a Certificate;

(mm) “Settlement Date” means the Business Day during the Settlement Period on which a Participant elects to settle an RSU in accordance with Section 4.3;

(nn) “Settlement Notice” has the meaning set out in Section 4.3;

(oo) “Settlement Period” means the period starting on the Vesting Date and ending on the Expiry Date;

(pp) “Shareholder” means a holder of a Common Share in the capital of the Company;

(qq) “Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan, restricted share unit, or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise including, without limitation, this Plan;

(rr) “Stock Exchange” means the Canadian Securities Exchange or if the Common Shares are not listed on the Canadian Securities Exchange, any stock exchange on which the Common Shares are listed or traded, as determined by the Board;

(ss) “Stock Exchange Policy” means the rules and policies of the Stock exchange, as may be amended from time to time;

(tt) “subsidiary” means a person or company that is:

(i) controlled directly or indirectly by:

(A) that other, or
(B) that other and one or more persons or companies each of which is controlled by that other, or
(C) two or more persons or companies, each of which is controlled by that other; or

(ii) a subsidiary of a person or company that is the other’s subsidiary;

(uu) “Termination Date” means the date on which a Participant ceases to be an Eligible Person or otherwise on such date on which the Company terminates its engagement of the Participant. For greater certainty, in the case of a Participant whose employment or term of office with the Corporation or any Subsidiary Company terminates in the circumstances set out in Section 4.4(1)(a), Section 4.4(1)(b) or Section 4.4(1)(c), the date that is designated by the Corporation or any Subsidiary Company, as the last day of the Participant’s employment or term of office with the Corporation or such Subsidiary Company, provided that in the case of termination of employment or term of office by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not include any period of reasonable notice that the Corporation or any Subsidiary Company may be required at law to provide to the Participant; and

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(vv) “Vesting Date” means the date on which an RSU is vested for the purposes of the Plan.

Section 1.3 Interpretation

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

Section 1.4 Headings

The headings of all Articles, Sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Section 1.5 References to this RSU Plan

The words “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean or refer to the Plan as a whole and not to any particular article, Section, paragraph or other part hereof.

Section 1.6 Canadian Funds

Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

Article 2 SHARE CAPITAL

Section 2.1 Shares Reserved

(1) Subject to adjustment under Section 5.3(1), the securities that may be acquired by Participants pursuant to RSUs granted under this Plan shall consist of authorized but unissued Common Shares.

(2) The Company shall at all times during the term of this Plan ensure that the number of Common Shares it is authorized to issue shall be sufficient to satisfy the requirements of RSUs granted under this Plan.

(3) The aggregate maximum number of Common Shares made available for issuance under the Plan, including any other Share Compensation Arrangements, subject to adjustment under Section 5.3(1), shall be determined from time to time by the Board, but in any case, shall not exceed 25% of the Outstanding Issue from time to time, subject to adjustments as provided in the Plan.

(4) The Plan shall be a “rolling plan” and therefore when RSUs are cancelled (whether or not upon payment with respect to vested RSUs) or terminated, Common Shares shall automatically be available for issuance pursuant to RSUs granted under the Plan.

Section 2.2 Limits on RSU Grants

(1) The Company shall only grant RSU Awards under this Plan in accordance with Section 3.2 hereof. For greater certainty, all RSU Awards granted under the Plan which may be denominated or settled in Common Shares, and all such Common Shares issued under the Plan, will be issued pursuant to the prospectus and registration requirements of Applicable Securities Laws or an exemption from such prospectus and registration requirements.

(2) The Company shall only grant RSU Awards under this Plan in compliance with Section 2.24 of NI 45-106. Until such time as the Corporation obtains shareholder approval of this RSU Plan and other Share

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Compensation Arrangements in accordance with section 2.24 of NI 45-106, such compliance shall be evidenced by a Compliance Certificate executed by the Company, in substantially the form attached hereto as Schedule “B”, as may be amended by the Board from time to time.

(3) The maximum number of listed securities of the Company (either issued directly or issuable on settlement of any RSUs or other convertible securities) which may be granted within any 12 month period to Persons engaged in Investor Relations Activities for the Company must not exceed 1% of the Outstanding Issue.

Article 3

ADMINISTRATION

Section 3.1 General

(1) This Plan shall be administered by the Board, in its discretion. Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate (to the extent permitted by Applicable Law) the administration and operation of this Plan, in whole or in part, to a committee of the Board and/or to any member of the Board. Any delegation pursuant to this Section 3.1 shall be documented in a resolution of the Board.

(2) Subject to the terms and conditions set forth herein and Applicable Law, the Board is authorized to provide for the granting, vesting, settlement and method of settlement of RSUs, all on such terms (which may vary between RSUs granted from time to time) as it shall determine. In addition, the Board shall have the authority to:

(a) select any directors, officers, employees or Consultants of the Company or subsidiary of the Company to participate in this Plan; provided that RSUs granted to any Participant shall be approved by the Shareholders if the rules of the Stock Exchange require such approval;

(b) construe and interpret this Plan and all agreements entered into hereunder;

(d) make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding on all Participants and on their legal, personal representatives and beneficiaries.

(3) An RSU Award shall be evidenced by an Restricted Share Unit Grant Agreement Certificate (“Certificate”), in substantially the form attached hereto as Schedule “A”, as may be amended by the Board from time to time. Each such Certificate shall include the following terms and conditions and such additional terms and conditions (in either case not inconsistent with the provisions of the Plan and such provisions of the Plan shall prevail in the event of a conflict between the Plan and a Certificate or any other communications) as the Board shall determine, in its discretion:

(a) the number of RSUs subject to the RSU Award to be credited to the Participant’s Account;

(b) the Grant Date;

(d) the Settlement Period and Expiry Date applicable to an RSU subject to the RSU Award;

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(e) the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon settlement of the RSU;
(f) the nature of the events, if any, and the duration of the period in which any Participant's rights in respect of Common Shares acquired upon settlement of an RSU may be forfeited; and
(g) such other terms, conditions and limitations permitted by and not inconsistent with this Plan as the Board may determine.

(4) No member of the Board (or person acting under delegated authority) nor the Company, will be liable for any action or determination taken or made in the administration, interpretation, construction or application of this Plan, any Certificate or any RSU issued pursuant to this Plan, or otherwise in any way in respect of any Participant's participation in this Plan or the holding or settlement of RSUs. To the fullest extent permitted by Applicable Law, the Company shall indemnify and save harmless, and shall advance and reimburse the expenses of, each Person made, or threatened to be made, a party to any action or proceeding in respect of the Plan by reason of the fact that such Person is or was a member of the Board or is or was a member of the committee responsible for administering and operating the Plan in respect of any claim, loss, damage or expense (including legal fees) arising therefrom.

Section 3.2 Compliance with Legislation

(1) The Plan, the terms of the issue or grant and the settlement of RSUs hereunder and the Company's obligation to sell and deliver Common Shares upon settlement of RSUs shall be subject to all Applicable Laws and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required. The Company shall not be obliged by any provision of the Plan or the grant of any RSU hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.
(2) No RSU shall be granted and no Common Shares issued or sold thereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any RSU or issue or sale of Common Shares hereunder in violation of this provision shall be void.
(3) The Company shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with the Stock Exchange. Common Shares issued and sold to Participants pursuant to the settlement of RSUs may be subject to restrictions or limitations on sale or resale under Applicable Securities Laws.
(4) If Common Shares cannot be issued to a Participant upon the settlement of an RSU due to legal or regulatory restrictions, the obligation of the Company to issue such Common Shares under the Plan shall terminate, at no cost to the Company nor obligation to otherwise compensate a Participant in any way.

Section 3.3 Miscellaneous

(1) Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required Shareholder or Stock Exchange approval.
(2) Nothing contained in the Plan nor in any RSU granted hereunder shall be deemed to give any Participant any interest or title in or to any Common Shares of the Company or any rights as a Shareholder or any other legal or equitable right against the Company whatsoever other than as set forth in the Plan and pursuant to the settlement of any RSU.

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(3) The Plan does not give any Participant or any employee of the Company or any of its Affiliated Companies or Controlled Companies or subsidiaries the right or obligation to continue to serve as a Consultant, director, officer or employee of, or be engaged by, as the case may be, the Company or any of its Affiliated Companies or Controlled Companies or subsidiaries. The awarding of RSUs to any Eligible Person is a matter to be determined solely in the discretion of the Board. The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Company or any of its subsidiaries other than as specifically provided for in the Plan.

(4) The existence of any RSUs shall not affect in any way the right or power of the Company or its Shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

(5) No fractional Common Shares shall be issued upon the settlement of RSUs granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Common Share upon the settlement of an RSU, or from an adjustment pursuant to Section 5.3(1) such Participant shall only have the right to receive the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

Article 4
RESTRICTED SHARE UNITS

Section 4.1 Granting of RSUs

(1) Where the Board determines to grant an RSU Award to an Eligible Person under the terms and conditions applicable to such RSU Award, the Company shall deliver to the Eligible Person a Certificate, containing the terms and condition applicable to such RSU Award.

(2) On the grant of an RSU Award, the Company will credit the Participant’s Account with the number of RSUs granted to such Participant under the terms of the RSU Award.

(3) The grant of an RSU Award shall entitle the Participant to the conditional right to receive for each RSU credited to the Participant’s Account, at the election of the Company, either one Common Share or an amount in cash, net of applicable taxes and contributions to government sponsored plans, as determined by the Board, equal to the Market Price of one Common Share for each RSU credited to the Participant’s Account on the Settlement Date, subject to the conditions set out in the Certificate and in the Plan, and subject to all other terms of this Plan.

(4) An Eligible Person may receive an RSU Award on more than one occasion under the Plan and may receive separate RSU Awards on any one occasion.

(5) RSUs granted under this Plan to an Eligible Person in a calendar year will (subject to any applicable terms and conditions) represent a right to a bonus or similar award to be received for services rendered by such Eligible Person to the Company or an Affiliate, as the case may be, in the fiscal year ending in, coincident with or before such calendar year, subject to any other determination by the Company.

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Section 4.2 Dividends

(1) Unless the Board determines otherwise, additional RSUs ("Dividend RSUs") will be credited to a Participant's Account where the Company declares and pays a dividend on Common Shares. The number of Dividend RSUs credited to a Participant's Account in connection with the payment of dividends on Common Shares will be based on the actual amount of cash dividends that would have been paid to such Participant had they been holding such number of Shares equal to the number of RSUs credited to the Participant's Account on the date on which cash dividends are paid on the Common Shares and the Market Price of the Common Shares on the payment date.

(2) Dividend RSUs credited to a Participant's Account shall vest and be settled in the same manner and on the same date as the RSUs to which they relate.

Section 4.3 Settlement of Restricted Share Units

(1) Subject to the provisions of the Plan and in particular Section 4.4 and Section 5.2 and any vesting limitations imposed by the Board in its sole unfettered discretion at the time of grant, RSUs subject to an RSU Award may be settled by a Participant during the Settlement Period applicable to the RSU by delivery to the Company of a notice (the "Settlement Notice") in a form attached to the Certificate. As soon as practicable following the receipt of the Settlement Notice, RSUs will be settled by the Company through the delivery by the Company of such number of Common Shares equal to the number of RSUs then being settled or, at the Company's election, an amount in cash, net of applicable taxes and contributions to government sponsored plans, equal to the Market Price at the Settlement Date of one Common Share for each RSU then being settled. Where, prior to the Expiry Date, a Participant fails to elect to settle an RSU, the Participant shall be deemed to have elected to settle such RSUs on the day immediately preceding the Expiry Date.

(2) Notwithstanding the foregoing, if the Company elects to issue Common Shares in settlement of RSUs:

(a) the Company may arrange for such number of the Common Shares to be sold as it deems necessary or advisable to raise an amount at least equal to its determination of such applicable taxes, with such amount being withheld by the Company; or

(b) the Company may elect to settle for cash such number of RSUs as it deems necessary or advisable to raise funds sufficient to cover such withholding taxes with such amount being withheld by the Company; or

(c) the Company may, as a condition of settlement in the form of Common Shares, require the Participant to pay the applicable taxes as determined by the Company or make such other arrangement acceptable to the Company in its discretion (if at all) as it deems necessary or advisable.

(3) Subject to the terms of the Plan, as soon as practicable after receipt of any of the amount, undertaking or election listed in Section 4.3(2), the Company will forthwith cause the transfer agent and registrar of the Common Shares to deliver to the Participant a certificate or certificates in the name of the Participant or a statement of account, at the discretion of the Company, representing in the aggregate Common Shares issued to the Participant.

(4) Notwithstanding any other provision of the Plan:

(a) no RSU shall be capable of settlement after the Expiry Date, provided, however, that if the Expiry Date in respect of an RSU falls on a date upon which such Participant is prohibited

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from exercising such RSU due to a Black-Out Period or other trading restriction imposed by the Company, then the Expiry Date of such RSU shall be automatically extended to the tenth (10th) Business Day following the date the relevant Black-Out Period or other trading restriction imposed by the Company is lifted, terminated or removed. The foregoing extension applies to all RSUs regardless of the Grant Date and shall not be considered an extension of the term thereof as otherwise referred to in the Plan. In addition, the Participant acknowledges that such an extension may result in less favourable tax consequences to the Participant than if the RSUs had been settled on the original Expiry Date;

(b) the Settlement Period shall be automatically reduced in accordance with Section 4.4 upon the occurrence of any of the events referred to therein; and

(c) no RSU in respect of which Shareholder approval is required under the rules of the Stock Exchange shall be settled until such time as such RSU has been so approved.

Section 4.4 Termination of Service

(1) Except as otherwise determined by the Board:

(a) all RSUs held by the Participant (whether vested or unvested) shall terminate automatically on the Termination Date for any reason other than as set forth in paragraph (b) and (c) below;

(b) in the case of a termination of the Participant’s service by reason of (A) termination by the Company or any subsidiary of the Company other than for Cause, or (B) the Participant’s death or Disability, the Participant’s unvested RSUs shall vest automatically as of such date, and on the earlier of the original Expiry Date and any time during the ninety (90) day period commencing on the date of such termination of service (or, if earlier, the Termination Date), the Participant (or their executor or administrator, or the person or persons to whom the Participant’s RSUs are transferred by will or the applicable laws of descent and distribution) will be eligible to request that the Company settle their vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the Termination Date) the Participant fails to elect to settle a vested RSU, the Participant shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the Termination Date) and to receive Common Shares in respect thereof;

(c) in the case of a termination of the Participant’s services by reason of voluntary resignation, only the Participant’s unvested RSUs shall terminate automatically as of such date, and any time during the ninety (90) day period commencing on the date of such termination of service (or, if earlier, the Termination Date), the Participant will be eligible to request that the Company settle their vested RSUs. Where, prior to the 90th day following such termination of service (or, if earlier, the Termination Date) the Participant fails to elect to settle a vested RSU, the Participant shall be deemed to have elected to settle such RSU on such 90th day (or, if earlier, the Termination Date) and to receive Common Shares in respect thereof;

(d) for greater certainty, where a Participant’s employment, term of office or other engagement with the Company terminates by reason of termination by the Company or any subsidiary of the Company for Cause then any RSUs held by the Participant (whether unvested or vested) at the Termination Date, immediately terminate and are cancelled on the Termination Date or at a time as may be determined by the Board, in its discretion;

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(e) a Participant’s eligibility to receive further grants of RSUs under this Plan ceases as of the earliest of the date the Participant resigns from or terminates its engagement with the Company or any subsidiary of the Company and the date that the Company or any subsidiary of the Company provides the Participant with written notification that the Participant’s employment, term of office or engagement, as the case may be, is terminated, notwithstanding that such date may be prior to the Termination Date; and

(f) for the purposes of the Plan, a Participant shall not be deemed to have terminated service or engagement where: (i) the Participant remains in employment or office within or among the Company or any subsidiary of the Company or (ii) the Participant is on a leave of absence approved by the Board.

Section 4.5 Non-transferability of RSUs

(1) RSUs shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant’s legal representative.

Article 5

TERMINATION, AMENDMENTS AND ADJUSTMENTS

Section 5.1 Amendment and Termination

(1) The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable law, and subject to any required regulatory approval.

(2) No such amendment, suspension or termination shall alter or impair any RSUs or any rights pursuant thereto granted previously to any Participant without the consent of such Participant.

(3) If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules and regulations adopted by the Board and in force at the time of the Plan termination shall continue in effect during such time as an RSU or any rights pursuant thereto remain outstanding.

(4) With the consent of the affected Participant, the Board may amend or modify any outstanding RSU in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which the RSU becomes exercisable, subject to the prior approval of the Stock Exchange where necessary.

Section 5.2 Change of Control

(1) Notwithstanding any other provision of this Plan, in the event of an actual or potential Change of Control Event, the Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Participant: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any RSU; (ii) permit the conditional settlement of any RSU, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the RSU, including for greater certainty permitting Participants to settle any RSU, to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying Common Shares during such Change of Control Event; and (iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the RSUs not settled prior to the successful completion of such Change of Control Event, including, without limitation, for no payment or other compensation.

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(2) The determination of the Board in respect of any such Change of Control Event shall for the purposes of this Plan be final, conclusive and binding.

Section 5.3 Adjustments

(1) If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the Stock Exchange where necessary, appropriate substitution or adjustment in

(a) the number or kind of Common Shares or other securities reserved for issuance pursuant to the Plan, and
(b) the number and kind of Common Shares or other securities subject to unsettled and outstanding RSUs granted pursuant to the Plan;

provided, however, that no substitution or adjustment shall obligate the Company to issue fractional RSUs or shares. If the Company is reorganized, amalgamated with another company or consolidated, the Board shall make such provisions for the protection of the rights of Participants as the Board in its discretion deems appropriate.

(2) For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional RSUs, Common Shares or other securities of the Company will be granted to a Participant to compensate the Participant for any downward fluctuations in the Market Price of a Common Share nor will any other form of benefit, cash or otherwise, be conferred upon, or in respect of, a Participant for such a purpose.

Article 6

GENERAL

Section 6.1 Effective Date

The Plan shall be effective upon the approval of the Plan by the Board.

Section 6.2 Notice

Any Notice required to be given by this Plan shall be in writing and shall be given by registered mail, postage prepaid, or delivered by courier or by electronic transmission addressed, if to the Company, to the operations office of the Company in Vancouver, British Columbia, Attention: CFO; or if to a Participant, to such Participant at their address as it appears on the books of the Company or in the event of the address of any such Participant not so appearing, then to the last known address of such Participant; or if to any other person, to the last known address of such person.

Section 6.3 Tax Withholdings

The Company shall be entitled to withhold such number of Common Shares or amount of cash payable to a Participant, either under this Plan or otherwise, or make such other arrangement as are contemplated under Section 4.3(2), as it may deem necessary or advisable so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding or remittance of tax or other relevant amounts. It is the responsibility of the Participant to complete and file any tax returns which may be required within the periods specified under applicable laws as a result of the Participant's participation in the Plan. The Company shall not be responsible for any tax consequences to a Participant as a result of the Participant's participation in the Plan.

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Section 6.4 Rights of Participants

No person entitled to settle any RSU granted under this Plan shall have any of the rights or privileges of a Shareholder in respect of any Common Shares issuable upon settlement of such RSU until such Common Shares have been issued to such person. Subject to Section 4.2 and Section 5.3, no holder of any RSUs shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or any other rights declared for Shareholders for which the record date is prior to the date on which Common Shares are issued in satisfaction of a Participant's RSUs.

Section 6.5 Right to Funds

(1) Neither the establishment of this Plan nor the granting of RSUs under this Plan shall be deemed to create a trust.

(2) Amounts payable to any Participants under this Plan shall be a general, unsecured obligation of the Company.

(3) The right of the Participant to receive payment pursuant to this Plan shall be no greater than the right of other unsecured creditors of the Company.

Section 6.6 Right to Issue Other Shares

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

Section 6.7 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the legal representatives of such Participant or any receiver or trustee in bankruptcy or representative of the Participant's creditors.

Section 6.8 Funding of the Plan

The Plan shall be unfunded. No funds will be set aside to guarantee the payment of RSUs, which will remain an unfunded liability recorded on the books of the Company.

Section 6.9 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of the Plan.

Section 6.10 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

Section 6.11 Severability

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

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SCHEDULE “A”

RESTRICTED SHARE UNIT AGREEMENT CERTIFICATE

TO: [Name of Participant] (the “Participant”)

Dear ●

Zoglo’s Food Corp. (the “Company”) hereby confirms a grant of restricted share units (“RSUs”) described in the table below to the Participant pursuant to the Company’s Restricted Share Unit Plan (the “RSU Plan”), as amended from time to time. The RSU Plan is incorporated herein by reference and made a part of this letter agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the RSU Plan.

Each RSU granted to the Participant named herein represents the right of the Participant to receive one common share in the share capital of the Company (an “RSU Share”) or, at the Company’s election, an amount in cash, net of applicable taxes and contributions to government sponsored plans, equal to the Market Price of one RSU Share for each RSU then being settled, on the date(s) or pursuant to the terms specified below. Upon each Vesting Date, the Participant may deliver a written notice in the form attached hereto as Appendix “1” specifying the number of RSUs to be denominated or settled, in the Company’s discretion, in Common Shares or cash.

Provided that no Expiry Date or any Vesting Date is a date that is more than three years from the Grant Date, and subject to any further vesting conditions noted herein or the RSU Plan, the following number of RSUs are awarded with the following Grant Date(s), Expiry Date(s) and Vesting Date(s):

No. of RSUs	Grant Date	Vesting Date	Expiry Date

[Any additional vesting conditions added here]

The Participant hereby acknowledges and consents that:

The Participant has received a copy of the RSU Plan and has read, understands and agrees to be bound by the provisions of the RSU Plan, including provisions relating to the tax treatment, tax withholding obligations and tax reassessment risks that apply or may apply in certain circumstances;
The Participant is, under the terms and conditions of the RSU Plan, a bona fide Eligible Person, entitled to receive RSUs under the RSU Plan and Applicable Law;
The RSUs granted hereunder shall vest, be redeemed and terminate in accordance with the provisions set out in this Agreement and the provisions of the RSU Plan;
RSU Shares will be subject to restrictions on disposition for a period of four (4) months from the Grant Date and, if issued before the date that is four (4) months after the Grant

LEGAL_39147643.1

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Date, will be legended accordingly and, in any event, will comply with the restrictions on disposition of Applicable Securities Laws and Stock Exchange Policy;

If the Participant is, or becomes, a resident of the United States of America, the Participant will (and it shall be a condition of the redemption of the Participant’s RSUs) that the Participant will execute such additional certificate of representation that may be reasonably required by the Company; and
The Participant acknowledges and consents to the Company collecting the Participant’s personal information for the purposes of this Certificate; retaining the personal information for as long as permitted or required by Applicable Law or business practices; and providing to various governmental and regulatory authorities, as may be required by Applicable Securities Laws, Stock Exchange rules, including Stock Exchange Policy, and the rules of the Investment Industry Regulatory Organization of Canada (IIROC) or to give effect to this agreement any personal information provided by the Participant.

DATED ___ 20 ____

ZOGLO’S FOOD CORP.

Authorized Signatory

The undersigned hereby accepts such grant, acknowledges being a Participant under the RSU Plan, agrees to be bound by the provisions thereof and agrees that the RSU Plan will be effective as an agreement between the Company and the undersigned with respect to the RSUs granted or otherwise issued to the undersigned.

DATED ___ 20 ____

Participant’s Signature

Name of Participant (please print)

LEGAL_39147643.1

18 -

[OR]

[NAME OF COMPANY PARTICIPANT]

By:

Authorized Signatory

Name of Authorized Signatory

LEGAL_39147643.1

APPENDIX “1”

RSU NOTICE FORM

To: The Board of Directors of Zoglo’s Food Corp. (the “Company”)

The undersigned (the “Participant”), being the holder of restricted share units (“RSUs”) of the Company pursuant to the RSU plan of the Company (the “RSU Plan”), hereby elects, in accordance with and subject to the RSU Plan and the Certificate granting the RSUs to the Participant, to acquire ____ common shares in the capital of the Company (each, an “RSU Share”) on a basis of, and at the Company’s election, either: (a) one (1) RSU Share for each vested RSU held by the RSU Holder, or (b) an amount in cash, net of applicable taxes, equal to the Market Price of one RSU Share for each vested RSU.
The Participant acknowledges and agrees that the issuance of the RSU Shares, if applicable, is subject to the terms and conditions of the Certificate representing the RSUs and the RSU Plan.
If the Company elects to denominate or settle the RSUs on the basis of RSU Shares, the Participant directs the Company to register and deliver certificates or DRS Statements evidencing the RSU Shares as follows:

If the Company elects to denominate or settle the RSUs on the basis of cash, the Participant directs the Company to issue and deliver a cheque as follows in respect of the portion of the RSU Shares settled in cash:

All capitalized terms not defined herein shall have the meanings attributable to such terms as in the RSU Plan.

DATED the __ day of ______, 20____.

Signature of Witness
Signature of Participant
Name of Witness (please print)
Name of Participant (please print)

LEGAL_39147643.1

SCHEDULE “B”

COMPLIANCE CERTIFICATE

Zoglo’s Food Corp. (the “Company”) has granted or proposes to grant to __ (the “Recipient”) a total of __ restricted share units (“RSUs”) pursuant to the Company’s Restricted Share Unit Plan (the “RSU Plan”), as amended from time to time. The RSU Plan is incorporated herein by reference and made a part of this compliance certificate. Capitalized terms not otherwise defined herein shall have the same meanings as in the RSU Plan.

In connection with such grant, the Company confirms that, for the purposes of NI 45-106, either of the following apply:

(a) ☐ The Recipient is not one of the following (a “Specified Recipient”): an investor relations person of the Company, an associated consultant of the Company, an executive officer of the Company, a director of the Company, or a permitted assign of those persons; or

(b) ☐ if the Recipient is a Specified Recipient, after the grant, the number of Common Shares, calculated on a fully diluted basis,

(i) reserved for issuance under stock options of the Company granted to (A) related persons does not exceed 10% of the outstanding shares of the Company, and (B) a related person does not exceed 5% of the outstanding shares of the Company; and

(ii) issued within 12 months to (A) related persons does not exceed 10% of the outstanding shares of the Company, and (B) a related person and the associates of the related person does not exceed 5% of the outstanding shares of the Company.

Dated ___ 20__.

ZOGLO’S FOOD CORP.

Authorized Signatory

LEGAL_39147643.1

AI assistant

Zoglos Food Corp. — Proxy Solicitation & Information Statement 2025

48003_rns_2025-06-18_6153db5f-2284-43d6-9fa4-97dcf4a3ce93.pdf

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Revocation of Proxies

Notice to Shareholders in the United States

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Advance Notice Provisions

Director Biographies

Robert Dubeau – Chief Executive Officer and Director

Shannon Anderson – Chief Financial Officer and Director

Eric Vanderleeuw – Director

Kevin Ma – Director

Corporate Cease Trade Orders or Bankruptcies

Management Cease Trade Orders

Penalties or Sanctions

APPOINTMENT OF AUDITOR

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Pre-Approval Policies and Procedures

External Auditor Service Fees

Notes:

Reliance on Certain Exemptions

CORPORATE GOVERNANCE

General

Board of Directors

Board Mandate

Position Description

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers and Directors

CORPORATE ACTIONS DURING DECEMBER 31, 2024 FINANCIAL YEAR END

CORPORATE ACTIONS DURING DECEMBER 31, 2023 FINANCIAL YEAR END

CORPORATE ACTIONS DURING DECEMBER 31, 2022 FINANCIAL YEAR END

Director and NEO Compensation, excluding Compensation Securities

Summary Compensation Table

Stock Options and Other Compensation Securities

10% Rolling Stock Option Plan (Option-Based Awards)

Material Terms of the Option Plan

Share Reserve

Administration

Exercise Price

Maximum Term of Options

Termination

CSE Policy

25% Rolling Restricted Share Unit Plan (Share-Based Awards)

Material Terms of the RSU Plan

CSE Policy

Stock Options and Other Compensation Securities

Expiration/Cancellation of Incentive Stock Options

Exercise of Compensation Securities by NEOs and Directors

Employment, Consulting and Management Agreements

Compensation Discussion and Analysis

Compensation Objectives and Principles

Benchmarking

Elements of Compensation

Base Salary

Equity Incentives

Stock Option Plan (Option-Based Awards)

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Zoglos Food Corp. Proxy Solicitation & Information Statement 2025