ZTEST Electronics Inc.

ZTEST ELECTRONICS INC. 523 McNicoll Avenue North York, ON M2H 2C9

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the “ Meeting ”) of ZTEST Electronics Inc. (“ ZTEST ” or the “ Corporation ”) will be held at 523 McNicoll Avenue, Toronto, Ontario, M2H 2C9, at the hour of 1:00 o'clock in the afternoon (Toronto time), on Wednesday, the 13[th] day of January, 2021 , for the following purposes:

to elect the directors as nominated by Management;
to appoint Wasserman Ramsay, Chartered Accountants, as auditors of the Corporation for the ensuing year and to authorize the Directors to fix their remuneration; and
to transact such further and other business as may properly come before the said Meeting or any adjournment of adjournments thereof.

A copy of the Management Information Circular (the “ Circular ”), the Audited Financial Statements of the Corporation for the years ended June 30, 2020 and 2019 and for the years ended June 30, 2019 and 2018 and the Management Discussion and Analysis for the years ended June 30, 2020 and June 30, 2019 accompany this Notice of Meeting.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of Proxy or voting instruction form delivered to them with the Notice-and-Access Notification (defined below).

COVID-19 SAFETY PROTOCOLS

Corporation has set up a conference call number for shareholders and guests to phone in and listen to the Meeting (the “ Conference Call ”), the particulars of which are set out below. The Scrutineer representing the Corporation’s transfer agent, TSX Trust Company, will be scrutineering the Meeting remotely and will be attending the Meeting via the Conference Call. Following the completion of the formal part of the Meeting, the President and CEO of the Corporation, Steve Smith, will make a presentation to the Meeting. Those shareholders and guests participating in the Conference Call will be able to ask questions of Mr. Smith. Participation in the Conference Call will not constitute attendance at the Meeting and voting will not be permitted by telephone. The Meeting has not been set up as a “virtual meeting”. The Corporation is providing the Conference Call as a means for those participating in the Conference Call to ask questions of and receive responses from Steve Smith relating to the business of the Corporation.

Shareholders and guests may participate in the Conference Call by joining the Meeting from a PC, Mac, iPad, iPhone or Android device by clicking or entering the following URL into your web browser:

= https://zoom.us/j/92549483136?pwd aGV4elEzN2dRdUhHTm5DaHpSdlkzZz09

Passcode: 323434

Or by joining the Meeting by Telephone:

Dial (for higher quality, dial a number based on your current location):

Canada: +1 587 328 1099 (Alberta) or +1 647 374 4685 (Toronto) or +1 647 558 0588 (Toronto) or +1 778 907 2071 (British Columbia) or +1 204 272 7920 (Manitoba) or +1 438 809 7799 (Montreal)

US: +1 312 626 6799 or +1 346 248 7799 or +1 646 558 8656 or +1 669 900 9128 or +1 253 215 8782 or +1 301 715 8592

Webinar ID: 925 4948 3136 Passcode: 323434

International numbers available: https://zoom.us/u/aBtY8zrgC

NOTICE-AND-ACCESS

Notice is also hereby given that ZTEST has decided to use the notice-and-access method of delivery of meeting materials for the Annual General Meeting of Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer . Under the notice-and-access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Circular, the annual financial statements and related management’s discussion and analysis and other meeting materials (collectively the “ Meeting Materials ”), shareholders receive a notification (the “ Notice-andAccess Notification ”) with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation’s profile at www.sedar.com or on https://docs.tsxtrust.com/2088 or on the Corporation’s website at www.ztest.com.

How to Obtain Paper Copies of the Meeting Materials

Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call TSX Trust toll free at 1-866-600-5869 or the Corporation’s investor relations department by e-mail at [email protected].

Requests should be received by 1:00 p.m. on Monday, January 4, 2021 in order to receive the Meeting Materials in advance of the proxy deposit date and Meeting.

RECORD DATE AND PROXY DELIVERY DATE

The Board of Directors of the Corporation has, by resolution, fixed the close of business on December 4, 2020 as the Record Date, being the date for determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

The Board of Directors of the Corporation has, by resolution, fixed the hour of 1:00 p.m. in the afternoon (Toronto time) on Monday, January 11, 2021, being not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the day of the Meeting, or any adjournment thereof, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Transfer Agent of the Corporation, TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting to revoke a proxy previously delivered in accordance with the foregoing.

Shareholders entitled to vote who do not expect to be present at the Meeting are urged to date, sign and return the form of proxy or voting instruction form delivered to them with the Notice-andAccess Notification.

DATED the 4[th] day of December, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“Steve Smith”

STEVE SMITH Chief Executive Officer

ZTEST ELECTRONICS INC. 523 McNICOLL AVENUE NORTH YORK, ONTARIO M2H 2C9

INFORMATION CIRCULAR MANAGEMENT SOLICITATION

SOLICITATION OF PROXIES

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management (the “Management”) of ZTEST Electronics Inc. (the “Corporation”) for use at the Annual General Meeting of Shareholders (the “Meeting”) of the Corporation to be held at the offices of the Corporation located at 523 McNicoll Avenue, North York, Ontario, M2H 2C9, at the hour of 1:00 o’clock in the afternoon (Toronto time), on Wednesday, the 13[th] day of January, 2021, for the purposes set out in the accompanying Notice of Meeting. The cost of solicitation will be borne by the Corporation.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally by the Directors and/or officers of the Corporation at nominal cost. Arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares (“ Common Shares ”) held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

COVID-19 SAFETY PROTOCOLS

The Corporation will be following stringent safety protocols for the Meeting as a result of the coronavirus pandemic (“ COVID-19 ”). Registered shareholders and properly appointed proxy holders who wish to attend the Meeting in person will be required to present their identification and a copy of their completed proxy or other proof of their status as a shareholder or valid proxy holder, complete the Company’s sign-in and COVID screening, not enter with any food or drink, wear masks covering their nose and chin at all times while inside the building, and maintain appropriate physical distancing at all times. The capacity of the Corporation’s offices is limited and those choosing to attend in person will be accommodated on a “first-come first-served” basis. No one other than registered shareholders and properly appointed proxy holders will be allowed to attend the Meeting in person to ensure adequate space is available for those registered shareholders and properly appointed proxy holders who wish to attend the Meeting. All shareholders are strongly urged to send in their proxies in advance of the Meeting as set out in the Circular below and as set out in the proxy or voting instruction form mailed to registered shareholders and Non-Objecting Beneficial Owners (“NOBO”) to ensure that their votes are counted at the Meeting. The lockdown resulting from the outbreak of COVID-19 has created unprecedented disruptions in the global economy and required the Corporation to take all necessary precautions to ensure the health and safety of its officers, directors, employees and shareholders. Given the fact that the spread of COVID-19 in certain areas of the country has increased recently and new restrictions have been imposed resulting from the anticipated increase in COVID-19 cases, the Corporation needs to continue to take appropriate precautions while proceeding with the Meeting. In order to provide some accommodation to those shareholders unable or unwilling to attend in person, the Corporation has set up a conference call number for shareholders and guests to phone in and listen to the Meeting (the “ Conference Call ”), the particulars of which are set out below. The Scrutineer representing the Corporation’s transfer agent, TSX Trust Company, will be scrutineering the Meeting remotely and will be attending the Meeting via the Conference Call. Following the completion of the formal part of the Meeting, the President and CEO of the Corporation, Steve Smith, will make a presentation to the Meeting. Those shareholders and guests participating in the Conference Call will be able to ask questions of Mr. Smith. Participation in the Conference Call will not constitute attendance at the Meeting and voting will not be permitted by telephone. The Meeting has not been set up as a “virtual meeting”. The Corporation is providing the Conference Call as a means for those participating in

the Conference Call to ask questions of and receive responses from Steve Smith relating to the business of the Corporation.

Shareholders and guests may participate in the Conference Call by joining the Meeting from a PC, Mac, iPad, iPhone or Android device by clicking or entering the following URL into your web browser:

= https://zoom.us/j/92549483136?pwd aGV4elEzN2dRdUhHTm5DaHpSdlkzZz09 Passcode: 323434

Or by joining the Meeting by Telephone:

Dial (for higher quality, dial a number based on your current location):

Canada: +1 587 328 1099 (Alberta) or +1 647 374 4685 (Toronto) or +1 647 558 0588 (Toronto) or +1 778 907 2071 (British Columbia) or +1 204 272 7920 (Manitoba) or +1 438 809 7799 (Montreal)

US: +1 312 626 6799 or +1 346 248 7799 or +1 646 558 8656 or +1 669 900 9128 or +1 253 215 8782 or +1 301 715 8592

Webinar ID: 925 4948 3136 Passcode: 323434

International numbers available: https://zoom.us/u/aBtY8zrgC

NOTICE-AND-ACCESS

The Corporation has elected to use the “notice-and-access” process under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI-54-101 ”) and National Instrument 51-102 Continuous Disclosure Obligations , for distribution of this Circular and other meeting materials to registered Shareholders of the Corporation and non-registered Shareholders of the Corporation as set out in the “Advice to Non-Registered Shareholders” section below.

Notice-and-access allows issuers to post electronic versions of meeting materials, including circulars, annual financial statements and management discussion and analysis, online, via SEDAR and one other website, rather than mailing paper copies of such meeting materials to Shareholders. The Corporation anticipates that utilizing the notice-and-access process will substantially reduce both postage and printing costs.

The Corporation has posted the Circular, the Corporation’s audited financial statements for the years ended June 30, 2020 and 2019 and for the years ended June 30, 2019 and 2018 (the “ Annual Financial Statements ”) and the Corporation’s management discussion and analysis for the years ended June 30, 2020 and June 30, 2019 (the “ Annual MD&A ”) on the websites www.ztest.com and www.sedar.com.

Although the Circular, Annual Financial Statements and Annual MD&A (collectively, the “ Meeting Materials ”) will be posted electronically online, as noted above, the registered and non-registered Shareholders (subject to the provisions set out below under the heading “Advice to Non-Registered Shareholders”) (collectively the “ Noticeand-Access Shareholders ”) will receive a “notice package” (the “ Notice-and-Access Notification ”), by prepaid mail, which includes the information prescribed by NI 54-101, and a proxy form or voting instruction form from their respective intermediaries. Notice-and-Access Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Notice-and-Access Shareholders are reminded to review the Circular before voting.

Notice-and-Access Shareholders will not receive a paper copy of the Meeting Materials unless they contact TSX Trust Company (“ TSX Trust ”) in which case TSX Trust will mail the requested materials within three business

days following receipt of any request provided the request is made prior to the Meeting. Notice-and-Access Shareholders with questions about notice-and-access may contact TSX Trust toll free at 1-866-600-5869 or the Corporation’s investor relations department by e-mail at [email protected]. Requests for paper copies of the Meeting Materials must be received at least five (5) business days in advance of the proxy deposit date and time set out below, being 1:00 p.m. on Monday, January 4, 2021, in order to receive the Meeting Materials in advance of the proxy deposit date and Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the form of proxy or voting instruction form are officers or Directors of the Corporation (the “ Management Designees ”). A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO by inserting such other person’s name in the blank space provided in the form of proxy or voting instruction form and depositing the completed proxy with the Transfer Agent of the Corporation, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1. A proxy can be executed by the Shareholder or his attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

In addition to any other manner permitted by law, the proxy may be revoked before it is exercised by instrument in writing executed and delivered in the same manner as the proxy at any time up to and including the second last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used or delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time of voting and upon either such occurrence, the proxy is revoked.

Please note that Shareholders who receive their Notice-and-Access Notification from Broadridge Investor Communication Solutions, Canada (“ Broadridge ”) or an Intermediary (as defined in the “Advice to Non-Registered Shareholders” section below) must return the proxy forms, once voted, to Broadridge or their Intermediary, as applicable, for the proxy to be dealt with.

DEPOSIT OF PROXY

By resolution of the Directors duly passed, ALL PROXIES TO BE USED AT THE MEETING MUST BE DEPOSITED BY 1:00 P.M. (TORONTO TIME) ON MONDAY, JANUARY 11, 2021, BEING NOT LESS THAN FORTY EIGHT (48) HOURS, EXCLUDING SATURDAYS, SUNDAYS AND STATUTORY HOLIDAYS, PRECEDING THE DATE OF THE MEETING, OR ANY ADJOURNMENT THEREOF, WITH THE TRANSFER AGENT OF THE CORPORATION, TSX TRUST COMPANY, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting to revoke a proxy previously delivered in accordance with the foregoing.

ADVICE TO NON-REGISTERED SHAREHOLDERS

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares owned by a person are registered either (a) in the name of an intermediary (an “ Intermediary ”) that the non-registered holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant (a “ Non-Registered Holder ”).

The Corporation has decided to use Notice-and-Access in accordance with the requirement of NI 54-101 to deliver the Meeting Materials to Shareholders by posting the Meeting Materials on the Corporation’s website on www.ztest.com or on https://docs.tsxtrust.com/2088. The Meeting Materials will be available on the websites on or

before December 14, 2020 , and will remain on the websites for a full year thereafter. The Meeting Materials will also be available on the Corporation’s profile on SEDAR at www.sedar.com. The Corporation will only be mailing the Notice-and-Access Notification to Non-Registered Holders as set out below.

Non-Registered Holders fall into two categories – those who object to their identity being made known to the issuers of securities which they own (“ Objecting Beneficial Owners ” or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ Non-Objecting Beneficial Owners ” or “ NOBOs ”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries via their transfer agent. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly to such NOBOs.

If you are a Non-Objecting Beneficial Owner and the Corporation or its agent has sent the Notice-and-Access Notification directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you, and (ii) executing your proper voting instructions as specified in the request for voting instructions.

The Corporation’s decision to deliver proxy-related materials directly to its NOBOs will result in all NOBOs receiving a Voting Instruction Form (“ VIF ”) from TSX Trust Company. Please complete and return the VIF to TSX Trust Company in the envelope provided or by facsimile. In addition, instructions in respect of the procedure for internet voting can be found in the VIF. TSX Trust Company will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs received by TSX Trust Company. For purposes of the Meeting, NOBOs who deliver VIFs in accordance with the instructions on the VIF will be otherwise treated the same as registered Shareholders.

Non-Registered Shareholders who are NOBOs may make their request for paper copies of the Meeting Materials without charge by calling TSX Trust toll free at 1-866-600-5869 or the Corporation’s investor relations department - by e mail at [email protected] on or before the day of the Meeting, or any adjournment thereof, or thereafter contact the Corporation at 416-297-5155 or by email at [email protected].

Requests for paper copies of the Meeting Materials must be received at least five (5) business days in advance of the proxy deposit date and time set out above, being 1:00 p.m. on Monday, January 4, 2021, in order to receive the Meeting Materials in advance of the proxy deposit date and Meeting.

OBOs may expect to receive their materials related to the Meeting from Broadridge or other Intermediaries. If a reporting issuer does not intend to pay for an Intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their Intermediary assumes the cost of delivery. The Corporation does not intend to pay for Intermediaries to deliver the proxy-related materials to OBOs.

Intermediaries are required to forward the Notice-and-Access Notification to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Very often, Intermediaries will use service companies such as Broadridge to forward the Notice-and-Access Notification to Non-Registered Holders. Generally, NonRegistered Holders who have not waived the right to receive Notice-and-Access Notification will either:

a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the Non-Registered Holder but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or
b) be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will
5 -

constitute voting instructions (often called a “ Voting Instruction Form ”) which the Intermediary must follow. Typically the Non-Registered Holder will also be given a page of instructions which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the Non-Registered Holder must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In any case, the purpose of this procedure is to permit Non-Registered Holders including NOBOs to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder who receives a form of proxy, VIF or Voting Instruction Form wish to vote at the Meeting in person, the Non-Registered Holder should strike out the persons named in such form of proxy and insert the Non-Registered Holder’s name in the blank space provided. Non-Registered Holders should carefully follow the instructions on the VIF or the instructions received from their Intermediary including those regarding when and where the form of proxy, VIF or Voting Instruction Form is to be delivered.

All references to Shareholders in this Circular, the accompanying Notice of Meeting and any proxy or voting instruction form sent to Shareholders with the Notice-and-Access Notification are to Shareholders of record unless specifically stated otherwise.

EXERCISE OF DISCRETION BY PROXIES

The persons named in the form of proxy or voting instruction form for use at the Meeting will vote the Common Shares in respect of which they are appointed in accordance with the directions of the Shareholders appointing them. IN THE ABSENCE OF SUCH DIRECTIONS, SUCH SHARES SHALL BE VOTED “FOR”:

(a) the election of the Directors as nominated by Management;
(b) the appointment of Wasserman Ramsay, Chartered Accountants, as auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration; and
(c) to transact such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

ALL AS MORE PARTICULARLY DESCRIBED IN THIS CIRCULAR.

The form of proxy or voting instruction form confers discretionary authority upon the persons named therein with respect to any amendment, variation or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. HOWEVER, IF ANY SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS WHICH ARE NOT NOW KNOWN TO THE MANAGEMENT DESIGNEES SHOULD PROPERLY COME BEFORE THE MEETING, THE COMMON SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED THEREON IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON OR PERSONS VOTING SUCH PROXIES.

EFFECTIVE DATE

The effective date of the Circular is December 4, 2020.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Each Shareholder of record will be entitled to one (1) vote for each Common Share held at the Meeting.

Holders of record of the Common Shares of the Corporation on December 4, 2020 (the “ Record Date ”) will be entitled either to attend and vote at the Meeting in person shares held by them or, provided a completed and executed proxy shall have been delivered to the Corporation as described herein, to attend and vote thereat by proxy the shares held by them.

The authorized capital of the Corporation presently consists of an unlimited number of Common Share of which 23,116,696 Common Shares are issued and outstanding as fully paid and non-assessable on the Record Date. The Common Shares of the Corporation are listed and posted for trading on the Canadian Securities Exchange (the “ CSE ”), under the symbol “ZTE”.

To the knowledge of the Directors and executive officers of the Corporation, there are no parties who beneficially own, directly or indirectly, or exercise control or direction over 10% or more of any class of outstanding voting securities of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the Directors or executive officers of the Corporation, no proposed nominee for election as a Director of the Corporation, none of the persons who have been Directors or executive officers of the Corporation since the commencement of the Corporation’s last completed financial year, and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of Directors and the appointment of officers except as disclosed herein.

EXECUTIVE COMPENSATION

The information contained below is provided as required under Form 51-102F6 for Venture Issuers (the “ Form ”) as such term is defined in National Instrument 51-102.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about the Corporation’s executive compensation objectives and processes and discusses compensation decisions relating to its named executive officers (“ Named Executive Officers ”) listed in the Summary Compensation Table that follows. During its fiscal year ended June 30, 2020 and 2019 and for the years ended June 30, 2019 and 2018 the following individuals were Named Executive Officers (as determined by applicable securities legislation) of the Corporation:

Steve Smith, President and Chief Executive Officer; and
Mike Kindy, CPA, CA, Chief Financial Officer and V.P. Finance

The Corporation does not employ or retain any other individuals who would qualify as a “Named Executive Officer” because no executive officer or employee of the Corporation receives total compensation (including without limitation salary and bonus) in excess of $150,000.

The Corporation’s Compensation Committee, which comprised the full Board of Directors, with the CEO declaring his interest and abstaining from voting, is responsible for the compensation program for the Corporation’s Named Executive Officers.

Compensation Objectives and Principles

The Corporation is a manufacturing company with operations located in Ontario. The Corporation has limited revenue and financial resources. As a result, to ensure that funds are available for operations, the Compensation Committee has to consider not only the financial situation of the Corporation at the time of the determination of executive compensation, but also the estimated financial condition of the Corporation in the future.

Since the preservation of cash is an important goal of the Corporation, an important element of the compensation awarded to the Named Executive Officers is the granting of stock options, which do not require cash disbursement by the Corporation. The granting of stock options also helps to align the interests of the Named Executive Officers with the interests of the Corporation. The other element of the compensation the Corporation awards to its Named Executive Officers is base cash salary and/or consulting fees. The Corporation does not provide its Named Executive Officers with perquisites or personal benefits that are not otherwise available to all of its employees.

Compensation Processes and Goals

The deliberations of the Compensation Committee are conducted in a special session from which management is absent. These deliberations are intended to advance the key objectives of the compensation program for the Corporation’s Named Executive Officers. At the request of the Compensation Committee, the Named Executive Officers may, from time to time, provide advice to the Compensation Committee with respect to the compensation program for the Corporation’s Named Executive Officers. The Compensation Committee makes recommendations regarding the compensation to be awarded to the Named Executive Officers to the full Board of Directors (either on its own volition or based upon the advice it receives from the Named Executive Officers).

The Corporation relies on its Compensation Committee and its Board of Directors, through discussion without any formal objectives, targets, criteria or analysis, in determining the compensation of its Named Executive Officers. The Board of Directors is responsible for determining all forms of compensation, including the provision of longterm incentives through the granting of stock options to the Named Executive Officers of the Corporation, and to others, including, without limitation, to the Corporation’s Directors, and for reviewing the Compensation Committee’s recommendations regarding the compensation to be awarded to any other officers of the Corporation from time to time, to ensure such arrangements reflect the responsibilities and risks associated with each such officer’s position. The Board of Directors incorporates the following goals when it makes its compensation decisions with respect to the Corporation’s Named Executive Officers: (i) the recruiting and retaining of executives who are critical both to the success of the Corporation and to the enhancement of Shareholder value; (ii) the provision of fair and competitive compensation; (iii) the balancing of the interests of Management with the interests of the Corporation’s Shareholders; (iv) the rewarding of performance, both on an individual basis and with respect to the operations of the Corporation as a whole; and (v) the preservation of available financial resources.

The Implementation of the Corporation’s Compensation Policies

Base Employment/Consulting Fee

Pursuant to a resolution of the board of directors, the Chief Executive Officer was entitled to receive $10,000 per month commencing July 1, 2018. The terms of this compensation were amended January 1, 2020 to $5,000 per month. The CEO is paid as a consultant. This amount was agreed upon between the Chief Executive Officer and the Corporation taking into account the following considerations:

the Chief Executive Officer’s public company and regulatory experience; and
the financing raised by the Corporation while the Chief Executive Officer has been in office.
8 -

The payment of this salary was not dependent on the Chief Executive Officer’s fulfillment of any specific performance goals or similar criteria.

During the years ended June 30, 2020 and June 30, 2019, the Corporation paid the Chief Financial Officer a consulting fee at a per hour rate based upon the number of hours of service provided by the Chief Financial Officer. This amount was agreed upon between the Chief Financial Officer and the Corporation taking into account the following considerations:

the Chief Financial Officer’s prior public company and specialized financial reporting experience gained through his senior financial management roles at a number of public companies;
the Chief Financial Officer’s experience as a Chartered Professional Accountant and Chartered Accountant for over 30 years; and
the Chief Financial Officer’s previous record of success with junior public companies in creating value for Shareholders.

The payment of this consulting fee was not dependent on the Chief Financial Officer’s fulfillment of any specific performance goals or similar criteria.

Stock Options

The granting of options to the Named Executive Officers under the Corporation’s Stock Option Plan provides an appropriate long-term incentive to management to create Shareholder value. The number of options the Corporation grants to each Named Executive Officer reasonably reflects the Named Executive Officer’s specific contribution to the Corporation in the execution of such person’s responsibilities. However, the number of options granted does not depend upon nor does it reflect the fulfillment of any specific performance goals or similar conditions. Previous grants of options to Named Executive Officers are taken into consideration by the Compensation Committee in developing its recommendations with respect to the granting of new options. No options were granted to the Named Executive Officers in the years ended June 30, 2020 or June 30, 2019.

The granting of options to the non-management Directors of the Corporation under the Corporation’s Stock Option Plan provides an appropriate long-term incentive to these Directors to provide proper independent oversight to the Corporation with a view to maximizing Shareholder value. The number of options the Corporation grants to each of these Directors reasonably reflects each Director’s contributions to the Corporation in his capacity as a Director and as a member of one or more committees of the Board of Directors (if applicable), including without limitation the Compensation Committee and the Audit Committee. Previous grants of options awarded to the independent Directors of the Corporation are taken into consideration when the Corporation considers the granting of new options to the independent Directors. No stock options were granted to the independent Directors during the years ended June 30, 2020 or June 30, 2019.

In addition, to the granting of options under the Stock Option Plan, the compensation of Directors, in fiscal, 2020, includes a Director’s fee of between $1,990 and $2,250 per month for independent Directors, and $250 per month for independent Directors of the Company’s subsidiary. These fees are determined by the Board of Directors of the Company and Permatech. The payment of the Directors’ fees to the independent Directors recognizes their contributions to the Corporation in their capacities as independent Directors and members of one or more committees of the Board of Directors (if applicable), including without limitation the Audit Committee, the Compensation Committee and the Strategic Planning Committee.

Summary Compensation Table

The following table contains information about the compensation paid to, earned by and payable to, the Corporation’s Chief Executive Officer, Steve Smith for fiscal 2020 and 2019 and Wojciech Drzazga for fiscal 2018, and Chief Financial Officer, Mike Kindy, for the fiscal years ended June 30, 2020, June 30, 2019 and June 30, 2018. In accordance with the Form, the Corporation does not have any other “Named Executive Officers” given that no executive officer receives total salary and bonus in excess of $150,000. Specific aspects of compensation payable to the Named Executive Officers of the Corporation are dealt with in further detail in subsequent tables.

	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table	Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compen- sation ($)	Total Compen- sation ($)
					Annual Incentive Plans	Long-Term Incentive Plans
Steve Smith, President and C.E.O	2020	Nil	Nil	Nil	Nil	Nil	Nil	90,000(1)	90,000
	2019	Nil	Nil	Nil	Nil	Nil	Nil	120,000(1)	120,000
Wojciech Drzazga, Chairman and C.E.O.(5)	2018	133,067	Nil	Nil	Nil	Nil	Nil	4,449(3)	137,516
Mike Kindy, C.F.O and VP	2020	Nil	Nil	Nil	Nil	Nil	Nil	73,750(4)	73,750
	2019	Nil	Nil	Nil	Nil	Nil	Nil	72,469(4)	72,469
.. Finance	2018	Nil	Nil	41,085(2)	Nil	Nil	Nil	61,200(4)	102,285

Notes:

(1) Mr. Smith is retained as a consultant and therefore does not receive a salary. For fiscal 2019 and half of fiscal 2020, Mr. Smith was paid $10,000 per month. His compensation was reduced to $5,000 per month effective January 1, 2020.

(2) The fair value of the options was estimated using the Black-Scholes Option pricing model with the following assumptions: expected dividend yield of Nil; risk free interest rate of 1.98%; estimated life of 5 years, and expected volatility of 131.36%.

(3) Life insurance and group health benefits.

(4) Mr. Kindy is retained as a consultant and therefore does not receive a salary.

(5) Mr. Drzazga resigned as President, Chairman and C.E.O. of the Corporation on June 15, 2018 and Mr. Steve Smith was appointed as President and C.E.O. to fill the vacancy created by Mr. Drzazga on July 3, 2018.

10 -

Outstanding Share-Based and Option-Based Awards Granted to Named Executive Officers as of June 30, 2020

The following table summarizes all share-based and option-based awards granted by the Corporation to its Named Executive Officers which are outstanding as of June 30, 2020.

Name		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options ($)(1)	Number of Shares or Units of Shares that have not Vested	Market or Payout Value of Share- Based Awards that have not Vested ($)
Steve Smith, President and C.E.O	200,000	0.95	January 12, 2023	Nil	Nil	Nil
Mike Kindy, C.F.O. and V.P. Finance	50,000	0.95	January 12, 2023	Nil	Nil	Nil
	100,000	0.05	March 3, 2021	23.000	Nil	Nil

Notes:

(1) Based on the closing price of the Common Shares on the Exchange on June 30, 2020 (being the last day of the fiscal year on which the shares were traded) of $0.28 per Common Share.

Outstanding Share-Based and Option-Based Awards Granted to Named Executive Officers as of June 30, 2019

The following table summarizes all share-based and option-based awards granted by the Corporation to its Named Executive Officers which are outstanding as of June 30, 2019.

Name	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options ($)(1)	Number of Shares or Units of Shares that have not Vested	Market or Payout Value of Share- Based Awards that have not Vested ($)
Steve Smith, President and C.E.O	200,000	0.95	January 12, 2023	Nil	Nil	Nil
Mike Kindy, C.F.O. and V.P. Finance	50,000	0.95	January12, 2023	Nil	Nil	Nil
	100,000	0.05	March 3, 2021	12,000	Nil	Nil

Notes:

(1) Based on the closing price of the Common Shares on the Exchange on June 28, 2019 (being the last day of the fiscal year on which the shares were traded) of $0.17 per Common Share.

Value Vested or Earned by Named Executive Officers During the Years Ended June 30, 2020 Under OptionBased Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned during the year by Named Executive Officers in respect of option-based awards, share-based awards and non-equity incentive plan compensation during the year ended June 30, 2020.

11 -

Name	Option-Based Awards- Value Vested During the Year ($)(1)	Share-Based Awards- Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation- Value Earned During the Year ($)
Steve Smith	Nil	Nil	Nil
Mike Kindy	Nil	Nil	Nil

Note:

(1) Determined based on the difference between the market price of the underlying Common Shares on the vesting date and the exercise price of the options.

Value Vested or Earned by Named Executive Officers During the Years Ended June 30, 2019 Under OptionBased Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

Name	Option-Based Awards- Value Vested During the Year ($)(1)	Share-Based Awards- Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation- Value Earned During the Year ($)
Steve Smith	Nil	Nil	Nil
Mike Kindy	Nil	Nil	Nil

Note:

(1) Determined based on the difference between the market price of the underlying Common Shares on the vesting date and the exercise price of the options.

Employment/Consulting Contracts

There is no written agreement between the Corporation and Steve Smith. Steve Smith billed the Corporation as a consultant on a monthly basis at the rate of $10,000 per month until January 1, 2020 when his compensation was amended to $5,000 per month per year.

There is no written agreement between the Corporation and Mike Kindy. Mr. Kindy bills his time for being the C.F.O. at a fixed hourly rate on an as needed basis .

Termination and Change of Control Benefits

The Corporation has no compensatory plan or arrangement with respect to the Named Executive Officers that results or will result from the resignation, retirement or any other termination of employment of any such officer’s employment with the Corporation, from a change of control of the Corporation or a change in the responsibilities of a Named Executive Officer following a change in control.

12 -

Compensation of Directors

The following table contains information about the compensation awarded to, earned by, paid to or payable to, the Corporation’s Directors, other than its Named Executive Officers, the compensation of whom is detailed above under “Summary Compensation Table”, for the fiscal year ended June 30, 2020.


Director Compensation Table
Name	Fees Earned ($)	Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compen- sation ($)	Total ($)
				Annual Incentive Plans	Long-Term Incentive Plans
K. Michael Guerreiro	23,100	Nil	Nil	Nil	Nil	Nil	Nil	23,100
Brendan Purdy (1)	5,940	Nil	Nil)	Nil	Nil	Nil	Nil	5,940
Zak Dingsdale (2)	6,990	Nil	Nil	Nil	Nil	Nil	Nil	6,990

Notes:

(1) Mr. Purdy resigned as a director on January 17, 2020.

(2) Mr. Dingsdale was appointed a director on November 14, 2019.

In their capacity as Directors of the Company:

K. Michael Guerreiro earned Directors’ fees of $1,100 per month for the first six months of the fiscal year and $2,250 per month thereafter. He was also paid $250 per month in his capacity as Director of Permatech.
Brendan Purdy earned Directors’ fees of $990 per month until December 2019. Following his resignation in January 2020, Brendan Purdy agreed to a reduction of $10,740 in total Director fees earned over the term that he was a Director of the Company, and the resulting balance was settled through the issuance of common shares.
Mr. Dingsdale earned Directors’ fees of $990 per month for December 2019, and $1,000 per month thereafter.
Mr. Brown, a former Director, accepted settlement of his outstanding Director fees resulting in a reduction of $2,535, and the resulting balance was paid.
Steve Smith waived fees of $5,775 that had been earned during the time he was an independent Director, prior to being appointed CEO.

All Directors are reimbursed by the Corporation for travel and other out-of-pocket expenses incurred in attending Directors and Shareholders meetings and meetings of Board committees. Directors are also entitled to receive compensation to the extent that they provide services to the Corporation at rates that would be charged by such Directors for such services to arm’s length parties.

13 -


Director Compensation Table
Name	Fees Earned ($)	Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compen- sation ($)	Total ($)
				Annual Incentive Plans	Long-Term Incentive Plans
K. Michael Guerreiro	17,355	Nil	Nil	Nil	Nil	Nil	Nil	17,355
William J. Brown(1)	10,590	Nil	Nil	Nil	Nil	Nil	Nil	10,590
Brendan Purdy	12,870	Nil	Nil	Nil	Nil	Nil	Nil	12,870

Notes:

(1) Mr. Brown ceased to be a director on January 8, 2019.

In their capacity as Directors of the Company:

K. Michael Guerreiro earned Directors’ fees of $1,320 per month for the first six months of the fiscal year and $1,100 per month thereafter. He was also paid $250 per month in his capacity as Director of Permatech.
William Brown earned Directors’ fees of $1,265 per month until December 2019. He was also paid $250 per month in his capacity as Director of Permatech.
Brendan Purdy earned Directors’ fees of $1,155 per month until December 2018 and $990 per month thereafter.

Outstanding Share-Based and Option-Based Awards Granted to Directors (Other Than Directors Who Are Named Executive Officers) as of June 30, 2020

The following table summarizes all share-based and option-based awards granted by the Corporation to its Directors (other than Directors who are Named Executive Officers whose share-based and option-based awards outstanding as of June 30, 2020 are detailed above) which are outstanding as of June 30, 2020.

Name	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The- Money Options ($)(1)	Number of Shares or Units of Shares that have not Vested	Market or Payout Value of Share- Based Awards that have not Vested ($)
K Michael Guerriero	50,000	0.95	January12,2023	Nil	Nil	Nil
	200,000	0.05	March 3, 2021	46,000	Nil	Nil
Brendan Purdy(2)	200,000	0.95	July17, 2020	Nil	Nil	Nil
Zak Dingsdale	Nil	Nil	Nil	Nil	Nil	Nil

14 -

Notes:

(1) Based on the closing price of the Common Shares on the Exchange on June 30, 2020 (being the last day of the fiscal year on which the shares were traded) of $0.28 per Common Share.
(2) Mr. Purdy resigned as a director on January 17, 2020.

Outstanding Share-Based and Option-Based Awards Granted to Directors (Other Than Directors Who Are Named Executive Officers) as of June 30, 2019

The following table summarizes all share-based and option-based awards granted by the Corporation to its Directors (other than Directors who are Named Executive Officers whose share-based and option-based awards outstanding as of June 30, 2019 are detailed above) which are outstanding as of June 30, 2019.

Name	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The- Money Options ($)(1)	Number of Shares or Units of Shares that have not Vested	Market or Payout Value of Share- Based Awards that have not Vested ($)
K Michael Guerriero	50,000	0.95	January12, 2023	Nil	Nil	Nil
	200,000	0.05	March 3, 2021	24,000	Nil	Nil
William Brown(2)	80,000	0.95	July8, 2019	Nil	Nil	Nil
	150,000	0.15	July8, 2019	3,000	Nil	Nil
Brendan Purdy	200,000	0.95	January12, 2023	Nil	Nil	Nil

Notes:

(1) Based on the closing price of the Common Shares on the Exchange on June 28, 2019 (being the last day of the fiscal year on which the shares were traded) of $0.17 per Common Share.

(2) Mr. Brown ceased to be a director on January 8, 2019.

Value Vested or Earned During the Year Ended June 30, 2020 by Directors (Other Than Directors Who Are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned during the year ended June 30, 2020 by Directors of the Corporation (other than Directors who are Named Executed Officers whose value vested or earned during the year ended June 30, 2020 under option-based awards, share-based awards and non-equity incentive plan compensation is detailed above) in respect of option-based awards, share-based awards and non-equity incentive plan compensation.

Name	Option-Based Awards- Value Vested During the Year ($)(1)	Share-Based Awards- Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation- Value Earned During the Year ($)
K Michael Guerreiro	Nil	Nil	Nil
Brendan Purdy (2)	Nil	Nil	Nil
Zak Dingsdale	Nil	Nil	Nil

Note:

(1) Determined based on the difference between the market price of the underlying Common Shares on the vesting date and the exercise price of the options.

(2) Mr. Purdy ceased to be a director on January 17, 2020.

15 -

Value Vested or Earned During the Year Ended June 30, 2019 by Directors (Other Than Directors Who Are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

The following table summarizes the value vested or earned during the year ended June 30, 2019 by Directors of the Corporation (other than Directors who are Named Executed Officers whose value vested or earned during the year ended June 30, 2019 under option-based awards, share-based awards and non-equity incentive plan compensation is detailed above) in respect of option-based awards, share-based awards and non-equity incentive plan compensation.

Name	Option-Based Awards- Value Vested During the Year ($)(1)	Share-Based Awards- Value Vested During the Year ($)	Non-Equity Incentive Plan Compensation- Value Earned During the Year ($)
K Michael Guerreiro	Nil	Nil	Nil
William J. Brown(2)	Nil	Nil	Nil
Brendan Purdy	Nil	Nil	Nil

Note:

(1) Determined based on the difference between the market price of the underlying Common Shares on the vesting date and the exercise price of the options.

(2) Mr. Brown ceased to be a director on January 8, 2019.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as of June 30, 2020 with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) (1)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved bysecurityholders	1,000,000	$0.55	2,194,739
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	1,000,000	$0.55	2,194,739

Note:

(1) Currently, the only applicable plan is the Plan (as defined under the heading “Stock Option Plan”).

16 -

The following table sets out information as of June 30, 2019 with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) (1)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved bysecurityholders	1,200,000	$0.52	2,044,739
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	1,200,000	$0.52	2,044,739

Note: (1) Currently, the only applicable plan is the Plan (as defined under the heading “Stock Option Plan”).

STOCK OPTION PLAN

The Directors of the Corporation adopted a Stock Option Plan (the “ Plan ”) to encourage Common Share ownership in the Corporation by Directors, officers, employees (full or part-time) and consultants of the Corporation or its subsidiaries from time to time which was approved by the majority of disinterested Shareholders at the annual and special meeting of Shareholders held on June 28, 1996. The Plan permits the number of shares reserved for issuance pursuant to stock options granted to insiders to exceed 10% of the outstanding issue and the issuance to insiders within a one (1) year period of a number of shares to exceed 10% of the outstanding issue. The maximum number of options that can be granted to any person in any twelve (12) month period cannot exceed 5% of outstanding capital. Options granted to any one consultant in any twelve (12) month period cannot exceed 2% of the Corporation’s issued and outstanding shares. Options granted to persons providing investor relations services cannot exceed more than 2% of the Corporation’s issued and outstanding capital in any twelve (12) month period. Options granted to persons providing investor relation activities must vest over a twelve (12) month period with no more than 25% of the options vesting in any quarter.

The Plan provides that eligible persons thereunder include any Director, employee, (full-time or part-time), officer or consultant of the Corporation or any subsidiary thereof. A consultant means an individual (including an individual whose services are contracted through a personal holding corporation) with whom the Corporation or a subsidiary has a contract for substantial services. The Plan allows the Corporation to attract new officers and Directors by allowing it to offer stock options as inducements to join the Corporation.

The Plan is administered by the Board of Directors of the Corporation. The Board of Directors has the authority to determine, among other things, subject to the terms and conditions of the Plan, the terms, limitations, restrictions and conditions respecting the grant of stock options under the Plan.

Pursuant to Shareholder approval on June 28, 1996, Shareholders of the Corporation authorized the reservation of up to 20% of outstanding capital for stock options based upon a fixed number of shares reserved under the Plan. On December 19, 2017, the Shareholders approved amendments to certain terms of the Plan and approved an increase in the Plan to a total of 3,494,739 Common Shares (being approximately 20% of outstanding capital) reserved under the Plan, by returning 700,000 previously exercised options to the Plan and by adding an additional 1,365,011 Common Shares to the Plan. The principal changes in the plan include the addition of a provision automatically extending the expiry date of an option, which would otherwise expire during a blackout period, for ten (10) days following the end of the blackout period in accordance with the provisions of TSX Venture Exchange Policy 4.4 Section 3.8 and minor administrative and wording changes. Any options granted subject to the Plan that are cancelled or terminated without having been exercised shall again be available to be granted under the Plan.

17 -

The Board of Directors has the authority under the Plan to establish the option price at the time each stock option is granted which shall in all cases be not less than the closing price of the Common Shares on the trading day immediately preceding the date of the grant. Common shares of the Corporation currently trade on the CSE. Any repricing of stock options granted to insiders must be approved by a majority of the disinterested Shareholders of the Corporation.

Options granted under the Plan must be exercised no later than ten (10) years after the date of grant and options are not transferable other than by will or the laws of descent and distribution. If an optionee ceases to be an eligible person for any reason whatsoever other than death, each option held by such optionee will cease to be exercisable in a period not exceeding one hundred and eighty (180) days following the termination of the optionee’s position with the Corporation. If an optionee dies, the legal representative of the optionee may exercise the optionee’s options for a period of one (1) year after the date of the optionee’s death but only up to and including the original option expiry date.

The Corporation will not provide any optionee with financial assistance in order to enable such optionee to exercise stock options granted under the Plan.

There are currently 750,000 stock options outstanding under the Plan and 2,444,739 options are available to be granted under the Plan. The details of the stock options granted under the Plan that remain outstanding are as follows:

Name and Position	Common Shares Under Option	Exercise Price Range (per Common Share)	Expiry Date
Directors	250,000	$0.05 - $0.95	March 3, 2021 to January12, 2023
Directors who are also Executive Officers	200,000	$0.95	January 12, 2023
Senior Officers	300,000	$0.05 - $0.95	March 3, 2021 to January12, 2023
TOTAL	750,000

INDEBTEDNESS OF OFFICERS AND DIRECTORS

No officer or Director of the Corporation is indebted to the Corporation for any sum.

MANAGEMENT CONTRACTS

No management functions of the Corporation are performed to any substantial degree by a person other than the Directors or executive officers of the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No insider of the Corporation, no proposed nominee for election as a Director of the Corporation, and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Corporation or any of its subsidiaries, other than disclosed under the headings “Executive Compensation” and “Stock Option Plan” and as disclosed below.

18 -

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

National Instrument 52-110 of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Corporation, as a Venture Issuer, to disclose annually in its information circular certain information relating to the Corporation’s audit committee and its relationship with the Corporation’s independent auditors.

The Audit Committee’s Charter

The Corporation’s Audit Committee is governed by its Audit Committee Charter, a copy of which is annexed hereto as Schedule “A”.

Composition of the Audit Committee

The Corporation’s Audit Committee currently comprised three (3) Directors, K. Michael Guerreiro (Chair), Zak Dingsdale and Steve Smith. For fiscal 2019, the audited financial statements for June 30, 2019 were approved by an audit committee comprising K. Michael Guerreiro (Chair), Brendan Purdy and Steve Smith. As defined in NI 52-110, a majority of the members of the Audit Committee are independent. Also as defined in NI 52-110, all members of the Audit Committee are financially literate.

Audit Committee Oversight

Since the commencement of the Corporation’s two most recently completed fiscal years, the Corporation’s Board of Directors has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Relevant Education and Experience

The following is a summary of the relevant education and experience of each of the members of the Corporation’s Audit Committee for the respective fiscal periods:

Audit Committee for Fiscal 2020

K. Michael Guerreiro (Chair)

K. Michael Guerreiro is a sales representative in the real estate industry with more than 30 years’ experience and is the recipient of numerous national awards. He has been a Director of the Corporation for over 18 years. Mr. Guerreiro obtained his B.A from the University of Waterloo (Psychology and Kinesiology) and worked in municipal administration for 17 years. Mr. Guerreiro’s principal occupation demands the ability to review and analyze financial statements and discuss financial issues with accountants. This educational and practical experience has resulted in Mr. Guerreiro being able to understand accounting principles and review and evaluate financial statements of the Corporation.

Steve Smith

Steve Smith has over 33 years’ experience in the capital markets. Steve obtained his Bachelor of Arts (Economics) from the University of Toronto. Mr. Smith is a founder and president of Tangent Management Corp., a financial management firm that provides financial consulting and management services to publicly listed companies. Mr. Smith currently sits on the board of directors of Auston Capital Corp.

19 -

Zak Dingsdale

Zak Dingsdale has over 25 years of experience in the capital markets and brings his substantial background in financial management to the Company. Mr. Dingsdale is a founder and director of Tangent Management Corp., a financial management firm that provides financial consulting and management services to publicly listed companies. Mr. Dingsdale is also VP Marketing and Corporate Finance at RF Controls LLC in St. Louis, Missouri. Mr. Dingsdale has held senior roles in numerous publicly traded technology companies providing guidance and funding resulting in multiple successful acquisitions. These companies include QHR Technologies Inc., acquired by Loblaws for $170M, and MDI Technologies Inc., acquired by Logibec for $70M. Mr. Dingsdale currently sits on the board of directors of Auston Capital Corp.

Audit Committee for Fiscal 2019

K. Michael Guerreiro (Chair)

Brendan Purdy

Brendan Purdy, J.D., is a practicing securities lawyer focused on the resource and technology sectors. In his private practice, he has developed extensive experience with respect to public companies, capital markets, mergers and acquisitions and other facets fundamental to the natural resources sector. Prior to receiving his J.D. from the University of Ottawa, Mr. Purdy completed a Bachelor of Management and Organizational Studies degree from the University of Western Ontario, majoring in finance and administration. Mr. Purdy has served as director and chief executive officer of several private and public companies and currently serves as a member of the audit committee of two (2) other public companies. This educational and practical experience has resulted in Mr. Purdy being able to understand accounting principles and review and evaluate the financial statements of the Corporation.

Steve Smith

Reliance on Certain Exemptions

Since the effective date of NI 52-110, the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditors, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditors in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

20 -

Pre-Approval Policies and Procedures

The Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Committee will review the engagement of non-audit services as required.

External Auditors Service Fees (By Category)

The fees paid to the Corporation’s external auditors in each of the last three (3) fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees(1)	Tax Fees(2)	All Other Fees(3)
2020	$25,625	Nil	Nil	Nil
2019	$25,500	Nil	Nil	Nil
2018	$25,000	Nil	Nil	Nil

Notes:

(1) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under Audit Fees.

(2) Fees charged for tax compliance, tax advice and tax planning services.

(3) Fees for services other than disclosed in any other column.

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 for venture issuers which allows for an exemption from Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2.

CORPORATE GOVERNANCE

The securities regulatory authorities in Canada adopted National Instrument 58-101-Disclosure of Corporate Governance Practices (“ NI-58-101 ”), which requires the Corporation to provide disclosure in this Circular of its corporate governance practices, and National Policy 58-201 Corporate Governance Guidelines (“ NP-58-201 ”), which contains a series of guidelines for effective corporate governance relating to such matters as the constitution and independence of corporate boards, their functions and the experience and education of board members. Pursuant to NI-58-101, and in accordance with Form 58-101F2, the following disclosure is provided:

Board of Directors – There are currently three (3) members of the Corporation’s Board of Directors. K. Michael Guerreiro and Zak Dingsdale are independent Directors of the Corporation. Steve Smith is the C.E.O. and the President.
Directorships - No Director of the Corporation is presently a Director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction except as follows:

Director	Name of Reporting Issuer	Market	Positions with Issuer
Steve Smith	Auston Capital Corp.	TSXV	Director, Audit Committee Member
Zak Dingsdale	Auston Capital Corp.	TSXV	Director

Orientation and Continuing Education - To date, the Board of Directors has not developed a policy for orienting new directors due to the small size of the Corporation. The Board of Directors continues to monitor the needs of the Corporation and will implement such a policy when appropriate. Currently, the Board of Directors is
21 -

responsible for vetting potential new Directors and ensuring they are provided with proper orientation. The Board of Directors has not currently established criteria for continuing education for Directors.

Ethical Business Conduct - The Directors understand their fiduciary obligations as Directors of a public company. The Corporation has only a few employees and the Corporation instructs them in appropriate business practices. The Corporation has implemented an Insider Trading Policy, which imposes basic trading restrictions on all officers, directors, employees and consultants of the Corporation. All Directors are required to notify fellow Directors of any material personal interest in any matter under the Board’s consideration. Having regard to the nature and extent of such interest, the affected Director may be required to remove himself from discussion and consideration of, and voting on, such matter.
Nomination of Directors - The Board of Directors is currently responsible for identifying new candidates for the Board of Directors including members to fill any vacancies on the Board of Directors. It will consider candidates submitted by Directors, officers, employees, shareholders and others and may retain search firms for the purpose of identifying suitable candidates who meet the level of personal and professional integrity and ability the Board of Directors deems appropriate for Directors of the Corporation.
Compensation - The Board of Directors reviews the compensation of Directors and officers including the granting of stock options.
Other Board Committees - The Board of Directors has assessed the Corporation’s needs and at this point in time believe it is not necessary for the Corporation to have any other standing committees of the Board.
Assessments - The full Board of Directors will establish procedures for satisfying itself that the Board, its committees, and its individual Directors are performing effectively.

PARTICULARS OF MATTERS TO BE ACTED UPON

PRESENTATION OF FINANCIAL STATEMENTS

The Annual Financial Statements for the fiscal years ended June 30, 2020 and 2019 and June 30, 2019 and 2018 and the reports of the auditors thereon will be submitted to the Meeting. Receipt at the Meeting of the auditors’ reports and the Annual Financial Statements for the Corporation’s last two (2) completed fiscal periods will not constitute approval or disapproval of any matters referred to therein. The Annual Financial Statements and the Annual MD&A can be obtained from the Corporation’s profile on the SEDAR website at www.sedar.com and on the Corporation’s website at www.ztest.com. Shareholders may receive paper copies of the Circular and the Annual Financial Statements and Annual MD&A by following the procedure referred to under the heading “Notice-and-Access” on the first page of this Circular. In the alternative, upon receiving a written request to the address on the second page of this Circular, the Corporation will mail a copy of the Annual Financial Statements and Annual MD&A to you.

22 -

ELECTION OF THE BOARD OF DIRECTORS

The Board of Directors of the Corporation currently consists of three (3) Directors. The Directors have passed a resolution fixing the number of Directors to be elected at five (5). The persons named in the enclosed form of proxy intend to vote for the election as Directors of each of the five (5) nominees of management whose names are set forth in the table below. The Board of Directors has adopted a majority voting policy in order to promote enhanced Director accountability. Each Shareholder is entitled to cast their votes for, or withhold their votes from, the election of each Director. If the number of shares “withheld” for any nominee exceeds the number of shares voted “for” the nominee, then, notwithstanding that such Director was duly elected as a matter of corporate law, he shall tender his written resignation to the Corporation. The Board will consider such offer of resignation and the Director’s suitability to continue to serve as a Board member after considering, among other things, the stated reasons, if any, why certain Shareholders “withheld” votes for the Director, the qualifications of the Director and whether the Director’s resignation from the Board would be in the best interests of the Corporation.

These nominees have consented to being named in this Circular and to serve if elected. The Corporation’s management does not contemplate that any of the nominees will be unable or unwilling to serve as a Director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly submitted proxies given in favour of such nominee(s) may be voted by the persons whose names are printed in the form of proxy, in their discretion, in favour of another nominee.

The following table and notes thereto state the names of all the persons proposed to be nominated for election as Directors, all of the positions and offices with the Corporation now held by them, their present principal occupations or employments for the last five (5) years and the number of shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of them as of December 4, 2020. The information as to shares beneficially owned has been furnished to the Board of Directors by the respective nominees.

Name and Municipality of Residence	Position with Corporation	Principal Occupation or Employment for the Last Five Years	Director From	Number of Shares Beneficially Owned or Controlled
Steve Smith(1) White Rock, B.C.	President, C.E.O. and a Director	President and C.E.O of the Corporation since July 3, 2018. President of Target Management; a full service capital markets consultingfirm,since March 2001	December 19, 2017	1,325,000 Common Shares
K. Michael Guerreiro(1) Cambridge,Ontario	Director	Employed as a Sales Representative, Royal LePage Real Estate Services Ltd.	June 28, 1996	487,113 Common Shares
Zak Dingsdale(1) Cobourg, Ontario	Director	V.P. Marketing and Corporate Finance of RF Controls LLC, St Louis; Founder and Director of Tangent Management Corp.	November 14, 2019	45,000 Common Shares
Dean Tyliakos St. Albert,Alberta	Director nominee	President, Yellowhead Equipment Finance Ltd.	N/A	274,100 Common Shares
Don Beaton Burlington, Ontario	Director nominee	Proprietor, D. R. Beaton Chartered Professional Accountants	N/A	40,000 Common Shares

Notes:

(1) Member of the Audit Committee.

23 -

Dean Tyliakos

Dean Tyliakos is the founder and President of Yellowhead Equipment Finance Ltd which has been in operation since 2012 and the former co-founder and Vice-President of Credit with Patron West Inc. In addition to serving as President he currently manages the operations of the company, working with existing clients, prospecting new relationships and maintaining funding and financing partnerships. In his over 22 years serving small to mid-sized businesses he was responsible for over $750 million in financed/leased equipment transactions. Dean has set-up and worked with several large funding partnerships including major publicly traded finance Co’s, major Banks and portfolio securitizers.

Dean attended the Northern Alberta Institute of Technology where he earned a B. Comm (Finance) in 1996. He currently resides in St. Albert, Alberta with his wife and 4 children where he is active coaching hockey.

Don Beaton

Don Beaton graduated from the University of Toronto in June,1968 with a Bachelor of Arts degree majoring in History. He worked for Coopers and Lybrand, Chartered Accountants, to obtain his required credits and practical experience to get his C.A. designation in December 1971. He worked for Canadian Tire Corporation Limited as a Financial and marketing consultant from 1972 to 1976. In 1977, Don formed his own public accounting firm called Beaton, Wills & Jefferson as managing partner of 5 C.A. partners and 30 professional support staff. The firm specialized in more than 150 Dealer owned C.T.C. franchises all being Small Business Corporations. He sold his Partnership interest to the other Partners in December,1998. He has been the sole proprietor of Donald R. Beaton, Chartered Professional Accountants since January 1, 1999.

The Shareholders are urged to elect Management’s nominees as Directors of the Corporation.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

To the knowledge of the Corporation, no Director or proposed Director of the Corporation is, as at the date of this Circular, or has been in the last 10 years before the date of this Circular, a Director, chief executive officer or chief financial officer of any company (including the Corporation) that, while that person was acting in that capacity,

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

For the purposes of subsections (a) and (b) above, “order” means (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days.

Bankruptcies

To the knowledge of the Corporation, no Director or proposed Director of the Corporation:

(a) is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a Director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
24 -
(b) has, within 10 years before the date of this 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 Director or proposed Director.

Penalties or Sanctions

To the knowledge of the Corporation, none of the Directors or proposed Directors of the Corporation have been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or have entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Conflict of Interest

To the best of the Corporation’s knowledge and other than as disclosed herein, there are no existing or potential conflicts of interest among the Corporation, its promoters, Directors, officers or other members of management of the Corporation except that certain of the Directors, officers, promoters and other members of management serve as Directors, officers, promoters and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a Director, officer, promoter or member of management of such other companies and their duties as a Director, officer, promoter or management of the Corporation.

The Directors and officers of the Corporation are aware of the existence of laws governing accountability of Directors and officers for corporate opportunity and requiring disclosure by Directors of conflicts of interest and the Corporation 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.

APPOINTMENT OF AUDITORS

The persons named in the enclosed form of proxy intend to vote for the appointment of Wasserman Ramsay, Chartered Accountants, of Markham, Ontario, as auditors of the Corporation to hold office until the next annual meeting of Shareholders and to authorize the Directors of the Corporation to fix the auditors’ remuneration.

On the representations of the said auditors, neither that firm nor any of its partners has any direct financial interest nor any material indirect financial interest in the Corporation or any of its subsidiaries nor has had any connection during the past three (3) years with the Corporation or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, Director, officer or employee.

The Shareholders are urged by Management to appoint Wasserman Ramsay, Chartered Accountants, as the Corporation’s auditors and to authorize the Board of Directors to fix their remuneration.

ADDITIONAL INFORMATION

Additional information concerning the Corporation can be obtained from www.sedar.com.

Financial information concerning the Corporation is provided in the Corporation’s comparative Annual Financial Statements and Annual MD&A for its fiscal years ended June 30, 2020 and June 30, 2019. Copies of these documents may be obtained from the Corporation by making a request in writing to the Corporation at 523 McNicoll Avenue, North York, Ontario, M2H 2C9, fax (416) 297-5156 Attention: Chief Executive Officer.

25 -

APPROVAL OF DIRECTORS

The Circular and the mailing of same to Shareholders have been approved by the Board of Directors of the Corporation.

DATED the 4[th] day of December 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“Steve Smith”

STEVE SMITH

Chief Executive Officer

SCHEDULE “A”

(the “ Corporation ”)

AUDIT COMMITTEE CHARTER

Purpose of the Audit Committee

The purpose of the Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of the Corporation is to assist the Board in fulfilling its responsibility for the oversight of the financial reporting process. The purpose of this Charter is to ensure that the Corporation maintains a strong, effective and independent audit committee, to enhance the quality of financial disclosure made by the Corporation and to foster increased investor confidence in both the Corporation and Canada’s capital markets. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Corporation’s Management to ensure that the independent auditors serve the interests of shareholders rather than the interests of Management of the Corporation. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will review financial reports or other financial information provided by the Corporation to regulatory authorities and shareholders and review the integrity, adequacy and timeliness of the financial reporting and disclosure practices of the Corporation. The Committee will monitor the independence and performance of the Corporation’s independent auditors.

Composition and Procedures of the Audit Committee

The Committee shall consist of at least three (3) directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. While the Board may recommend a Chairman for the Committee, the Committee shall have the discretion to appoint the Chairman from amongst its members. The Committee shall establish procedures for quorum, notice and timing of meetings subject to the proviso that a quorum shall be no less than two (2) Committee members. Meetings shall be held no less regularly than once per quarter to review the audited financial statements and interim financial statements of the Corporation. At least one (1) member of the Committee shall be independent and the Board and the Committee shall endeavor to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members’ independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Corporation. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Specific duties and responsibilities of the Audit Committee

(1) The Committee shall recommend to the Board:
(a) the external auditors to be nominated for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation; and
(b) the compensation of the external auditors.
(2) The Committee shall be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management and the external auditors regarding financial reporting.

- 2 -

(3) The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditors.
(4) The Committee satisfies the pre-approval requirement in subsection (3) if:
(a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiary entities to the Corporation’s external auditors during the fiscal year in which the services are provided;
(b) the Corporation or the subsidiary entity of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
(c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.
(5) (a) The Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection (3).
(b) The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (5)(a) must be presented to the Committee at its first scheduled meeting following such pre-approval.
(6) The Committee satisfies the pre-approval requirement in subsection (3) if it adopts specific policies and procedures for the engagement of the non-audit services, if:
(a) the pre-approval policies and procedures are detailed as to the particular service;
(b) the Committee is informed of each non-audit service; and
(c) the procedures do not include delegation of the Committee’s responsibilities to Management.
(7) The Committee shall review the Corporation’s financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.
(8) The Committee must be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in subsection (7), and must periodically assess the adequacy of those procedures.
(9) The Committee must establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(10) The Committee must review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
(11) The Committee shall have the authority:
3 -
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee; and
(c) to communicate directly with the internal and external auditors.
(12) The Committee shall review with Management and independent auditors the quality and the appropriateness of the Corporation’s financial reporting and accounting policies, standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
(13) The Committee shall review the clarity of the financial statement presentation with a view to ensuring that the financial statements provide meaningful and readily understandable information to shareholders and the investing public.
(14) The Committee shall monitor the independence of the independent auditors and establish procedures for confirming annually the independence of the independent auditors and any relationships that may impact upon the objectivity and the independence of the external auditors.\
(15) The Committee shall review with Management and the external auditors the audit plan for the year-end financial statements prior to the commencement of the year end audit.
(16) The Committee shall review the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.
(17) The Committee shall review with Management and the external auditors significant related party transactions and potential conflicts of interest.
(18) The Committee shall review in consultation with the external auditors and Management the integrity of the Corporation’s financial reporting process and internal controls.
(19) The Committee shall meet with the external auditors in the absence of Management to discuss the audit process, any difficulties encountered, any restrictions on the scope of work or access to required information, any significant judgments made by Management and any disagreement among Management and the external auditors in the preparation of the financial statements and such other matters that may arise as a result of the audit or review by the external auditors.
(20) The Committee shall conduct or authorize any review or investigation and consider any matters of the Corporation the Committee believes is within the scope of its responsibilities and shall establish procedures for such review or investigation as may be required.
(21) The Committee shall make recommendations to the Board with respect to changes or improvements to financial or accounting practices, policies and principles and changes to this Charter.

AI assistant

ZTEST Electronics Inc. — AGM Information 2020

43721_rns_2020-12-15_7984f073-23c5-4e4b-8995-6a9d422d546e.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

COVID-19 SAFETY PROTOCOLS

= https://zoom.us/j/92549483136?pwd aGV4elEzN2dRdUhHTm5DaHpSdlkzZz09

Passcode: 323434

Webinar ID: 925 4948 3136 Passcode: 323434

NOTICE-AND-ACCESS

Websites Where Meeting Materials Are Posted:

How to Obtain Paper Copies of the Meeting Materials

RECORD DATE AND PROXY DELIVERY DATE

BY ORDER OF THE BOARD OF DIRECTORS

ZTEST ELECTRONICS INC. 523 McNICOLL AVENUE NORTH YORK, ONTARIO M2H 2C9

INFORMATION CIRCULAR MANAGEMENT SOLICITATION

SOLICITATION OF PROXIES

COVID-19 SAFETY PROTOCOLS

Webinar ID: 925 4948 3136 Passcode: 323434

NOTICE-AND-ACCESS

APPOINTMENT AND REVOCATION OF PROXIES

DEPOSIT OF PROXY

ADVICE TO NON-REGISTERED SHAREHOLDERS

EXERCISE OF DISCRETION BY PROXIES

ALL AS MORE PARTICULARLY DESCRIBED IN THIS CIRCULAR.

EFFECTIVE DATE

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Objectives and Principles

Compensation Processes and Goals

The Implementation of the Corporation’s Compensation Policies

Base Employment/Consulting Fee

Stock Options

Summary Compensation Table

Outstanding Share-Based and Option-Based Awards Granted to Named Executive Officers as of June 30, 2020

Outstanding Share-Based and Option-Based Awards Granted to Named Executive Officers as of June 30, 2019

Value Vested or Earned by Named Executive Officers During the Years Ended June 30, 2020 Under OptionBased Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

Value Vested or Earned by Named Executive Officers During the Years Ended June 30, 2019 Under OptionBased Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

Employment/Consulting Contracts

Termination and Change of Control Benefits

Compensation of Directors

Outstanding Share-Based and Option-Based Awards Granted to Directors (Other Than Directors Who Are Named Executive Officers) as of June 30, 2020

Outstanding Share-Based and Option-Based Awards Granted to Directors (Other Than Directors Who Are Named Executive Officers) as of June 30, 2019

Value Vested or Earned During the Year Ended June 30, 2020 by Directors (Other Than Directors Who Are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

Value Vested or Earned During the Year Ended June 30, 2019 by Directors (Other Than Directors Who Are Named Executive Officers) Under Option-Based Awards, Share-Based Awards and Non-Equity Incentive Plan Compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

STOCK OPTION PLAN

INDEBTEDNESS OF OFFICERS AND DIRECTORS

MANAGEMENT CONTRACTS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

The Audit Committee’s Charter

Composition of the Audit Committee

Audit Committee Oversight

Relevant Education and Experience

Audit Committee for Fiscal 2020

K. Michael Guerreiro (Chair)

Steve Smith

Zak Dingsdale

Audit Committee for Fiscal 2019

K. Michael Guerreiro (Chair)

Brendan Purdy

Steve Smith

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditors Service Fees (By Category)

Exemption

CORPORATE GOVERNANCE

PARTICULARS OF MATTERS TO BE ACTED UPON

PRESENTATION OF FINANCIAL STATEMENTS

ELECTION OF THE BOARD OF DIRECTORS

Dean Tyliakos

Don Beaton

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Cease Trade Orders

Bankruptcies

Penalties or Sanctions

Conflict of Interest

APPOINTMENT OF AUDITORS

ZTEST Electronics Inc. AGM Information 2020