FLYHT Aerospace : 2024 Information Circular

FLYHT Aerospace Solutions Ltd.

NOTICE OF ANNUAL AND SPECIAL MEETING

OF THE

SHAREHOLDERS

to be held via Virtual Meeting only

To participate in the meeting shareholders must preregister to receive a link:

https://dpregister.com/sreg/10023148/f7bbc695a4

Public listen-only access will be available via telephone at:

Canada/USA TF: 1-844-763-8274

International Toll: [phone]

Wednesday, June 19, 2024

9:00 AM (MT)

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

May 29th, 2024

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FLYHT AEROSPACE SOLUTIONS LTD.

#500, 1212 - 31st Avenue NE, Calgary, Alberta T2E 7S8

NOTICE OF AN ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an Annual & Special Meeting of holders of common shares of FLYHT Aerospace Solutions Ltd. (the "Corporation") will be held via virtual meeting only at 9:00 AM (MT), on Wednesday June 19, 2024, for the following purposes:

1. to receive the audited financial statements of the Corporation for the fiscal year ended December 31, 2023, together with the report of the auditors thereon;
2. to fix the number of directors at seven (7) and to elect the board of directors for the ensuing year;
3. to appoint KPMG LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors to fix the auditors' remuneration;
4. to consider and, if deemed advisable, to pass with or without variation, an ordinary resolution approving the 2024 Omnibus Equity Incentive Compensation Plan, as more particularly described in the accompanying Management Proxy Circular; and
5. to transact such other business as may be properly brought before the meeting or any adjournment thereof.

The public may listen to the virtual meeting via telephone at: Canada/USA TF: 1-844-763-8274 or International Toll: [phone]

Registered Shareholders and proxyholders who wish to participate in voting or speak to items of business must pre-register using the following link not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting:

https://dpregister.com/sreg/10023148/f7bbc695a4

DATED at Calgary, Alberta, this 29th day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

____________________________

Mary McMillan

Executive Chairman and Director

IMPORTANT

The 2024 Annual and Special Meeting of Shareholders will be held virtually. Participation at the meeting will require shareholders to register in advance (see above for details). The meeting will also be accessible to anyone via telephone (to listen only and not participate; see above for details). The meeting commences at 9:00 AM (MT) on Wednesday June 19, 2024. Registered shareholders and proxyholders who pre-registered for the meeting as outlined above will be able to participate in voting and speak to items that come before the meeting.

If you are a registered Shareholder and are unable to attend the virtual Meeting, please exercise your right to vote by dating, signing and returning the accompanying form of proxy to Odyssey Trust Company, the Corporation's transfer agent. To be valid, completed proxy forms must be dated, completed, signed and deposited with FLYHT Aerospace Solutions Ltd.'s transfer agent, Odyssey Trust Company, (i) by mail or by hand delivery using the enclosed return envelope or one addressed to Odyssey Trust Company, Proxy Department, 702, 67 Yonge Street, Toronto, ON M5E 1J8, or (ii), by facsimile to 1-800-517- 4553. If you vote through the Internet, you may also appoint another person to be your proxyholder. Please go to https://vote.odysseytrust.com and follow the instructions. You will require your 12-digit control number found on your proxy form. Your proxy or voting instructions must be received in each case no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting.

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FLYHT AEROSPACE SOLUTIONS LTD.

MANAGEMENT INFORMATION CIRCULAR

For the Annual & Special Meeting of Shareholders

to be held on June 19, 2024

We will hold a virtual-only Annual and Special meeting of Shareholders for 2024. As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important, and we facilitate voting by enabling you to vote by proxy prior to the meeting. We encourage you to do so and have arranged for voting on the Internet or by mail.

You may also vote by attending the virtual meeting. If you wish to vote and/or participate at the virtual meeting, you must pre-register via the following link no later than 9:00 AM (MT), on Monday, June 17, 2024 or forty-eight (48) hours prior to the time of any adjournment of the Meeting. It is recommended that you join the meeting at least ten minutes prior to the scheduled start time. https://dpregister.com/sreg/10023148/f7bbc695a4

The virtual meeting can be accessed via telephone (for listening purposes only) at: Canada/USA TF: 1-844-763-8274 or International Toll: [phone].

PROXIES

Solicitation of Proxies

This management information circular and proxy statement (the "Management Proxy Circular") is furnished in connection with the solicitation of proxies by the management of FLYHT Aerospace Solutions Ltd. (the "Corporation") for use at the Annual & Special Meeting of the holders (the "Shareholders") of common shares (the "Common Shares") of the Corporation to be held via virtual meeting only at 9:00 AM (MT) on June 19, 2024, and at any adjournment thereof (the "Meeting"), for the purposes set forth in the Notice of Meeting accompanying this Management Proxy Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with the solicitation of proxies will be borne by the Corporation.

Appointment of Proxyholders

Accompanying this Management Proxy Circular is an instrument of proxy for use at the Meeting. Shareholders who wish to be represented by proxy are required to date and sign the enclosed instrument of proxy and return it in the enclosed return envelope. All properly executed instruments of proxy for Shareholders must be received by the Secretary of the Corporation, c/o Odyssey Trust Company of Canada, Proxy Department, 702, 67 Yonge Street, Toronto, ON M5E 1J8 not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment thereof. The persons designated in the instrument of proxy are officers and/or directors of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

Signing of Proxy

The instrument of proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

Revocability of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

Voting of Proxies and Exercise of Discretion by Proxyholders

All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designees named in the accompanying instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. Each Shareholder can vote for all of the nominated directors, vote for some of them and against for others, or against for all of them. In the absence of such direction, such Common Shares will be voted "FOR" the proposed resolutions at the Meetings, including the election of each of the nominated directors. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business. At the time of printing this Management Proxy Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice.

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

Except as disclosed in this Management Proxy Circular, none of the directors or executive officers of the Corporation at any time since the beginning of the Corporation's last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on, other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting of Common Shares - General

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is May 15, 2024 (the "Record Date"). Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on that date and holders of Common Shares issued by the Corporation after such date and prior to the Meeting will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later

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than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting. The Corporation is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares. On the Record Date, of the Corporation's authorized Common Shares, 38,997,650 Common Shares were issued and outstanding as fully paid and non-assessable and no other shares were outstanding.

Voting of Common Shares - Advice to Non-Registered Holders

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a "Non-Registered Holder") are registered either:

1. in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
2. in the name of a clearing agency (such as The Canadian Depository for Securities Limited or "CDS").

In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice, this Management Proxy Circular and the instrument of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service company (such as ADP Investor Communications ("ADP")) to forward meeting materials to Non-Registered Holders.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will:

1. have received as part of the Meeting Materials a voting instruction form which must be completed, signed and delivered by the Non-Registered Holder in accordance with the directions on the voting instruction form; voting instruction forms sent by ADP permit the completion of the voting instruction form by telephone or through the Internet at www.investorvote.com; or
2. less typically, be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be

signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Odyssey Trust Company of Canada at the address referred to above.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non- Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non- Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set above.

Voting by Internet

FLYHT Aerospace Solutions Ltd. shareholders may use the internet site at https://vote.odysseytrust.com to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the web site and will be prompted to enter their Control Number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received not later than 9:00 AM (MT) on June 17, 2024 or 48 hours prior to the time of any adjournment of the Meeting. The website may be used to appoint a proxyholder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxyholder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recent submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered revoked, provided that the last proxy is submitted by the deadline noted above.

Principal Holders of Common Shares

The following table sets forth, to the best of the knowledge of the directors and executive officers of the Corporation, as at the date hereof, the only persons, corporations or other entities (other than securities depositories) who beneficially own, directly or indirectly, or exercise control or discretion over voting securities carrying more than 10% of the voting rights attached to the Common Shares of the Corporation:

Name and Municipality of
Residence	Type of Ownership	Number of Common Shares	Percentage
Bleichroeder LP	Direct	6,494,666	16.65%

Quorum

Pursuant to the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting irrespective of the number of persons actually present if two Shareholders or duly appointed proxyholders are present in person, each being a shareholder entitled to vote at the Meeting. Pursuant to the Canada Business Corporations Act and the by-laws, if a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

STATEMENT OF EXECUTIVE COMPENSATION

General

In accordance with the requirements of National Instrument 51-102 Continuous Disclosure Obligations, the Canadian Securities Administrators have issued guidelines on executive compensation disclosure for venture issuers as set out in Form 51-102F6V. The objective of the disclosure is to communicate the compensation the Corporation paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. The disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Corporation and will help shareholders understand how decisions about executive compensation are made. The Corporation's approach to executive compensation is set forth below.

DIRECTOR AND NEO COMPENSATION

Executive compensation is required to be disclosed for each (i) Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year), (iii) the most highly compensated executive officer (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year whose total compensation was, individually, more than $150,000; and (iv) each individual who would meet

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the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year (the "Named Executive Officers" or "NEO's").

Director and NEO compensation, excluding compensation securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation thereof to each director and each NEO of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Corporation, for each of the Corporation's two most recently completed financial years:

	Table of Compensation Excluding Compensation Securities (CAD)
	Year	Salary /			Value of all
	Consulting		Committee	Total
	Ended	Bonus	other
Name and Position	Fees /	or meeting	compensation
Dec	($)	compensation
	Commissions	fees ($)	($)
	31		($)(1)
		($)
Kent Jacobs	2023	268,678	-	-	23,512	292,190
President and Interim Chief	2022	190,000	72,750	-	24,844	287,594
Executive Officer
Alana Forbes	2023	240,558	-	-	24,417	264,975
Chief Financial Officer	2022	210,000	31,500	-	26,715	268,215
Derek Taylor	2023	383,625	-	-	19,807	403,432
Vice President Strategic	2022	297,538	-	-	22,365	319,903
Opportunities
Brent Rosenthal (2)	2023	-	-	24,061	-	24,061
Director	2022	-	-	23,366	-	23,366
Doug Marlin	2023	-	-	24,000	-	24,000
Director	2022	-	-	24,000	-	24,000
Jack Olcott (2) (3)	2023	-	-	12,755	-	12,755
Director	2022	-	-	23,366	-	23,366
Mary McMillan (2)	2023	-	-	27,813	-	27,813
Director	2022	-	-	23,366	-	23,366
Michael Brown	2023	-	-	24,000	-	24,000
Director	2022	-	-	24,000	-	24,000
Jonina Jonsson (2) (3)	2023	-	-	18,955	-	18,955
Director	2022	-	-	31,154	-	31,154
Nancy Young (2)	2023	-	-	9,439	-	9,439
Director
Paul Takalo	2023	-	-	24,000	-	24,000
Director	2022	-	-	24,000	-	24,000
Peter Large (2)	2023	-	-	-	-	-
Director

Notes:

1. Other compensation includes payments made under a health spending account and under the RRSP / 401k matching plan available to all employees (see Employment, consulting and management agreements).
2. Committee fees were paid to American directors in USD. The exchange rate in effect at the time of the payment was used to convert the payment amounts to Canadian dollars.
3. Jonina Jonsson and Jack Olcott ceased to act as directors of the Corporation as at the conclusion of the Corporation's annual and special meeting on May 11, 2023.
4. Michael Brown will cease to act as director of the Corporation as at the conclusion of the Corporation's annual and special meeting on June 19, 2024.

Stock options and other compensation securities

The following table sets forth details for all stock options outstanding for each of the NEO's and directors as at December 31, 2023. The closing price of the Common Shares on the TSX Venture Exchange on December 31, 2023 was $0.72.

		Compensation Securities
			Issue,	Closing price
Name and Position	Number of	Date of issue or	conversion or	of stock option	Expiry date
stock options	grant	exercise	on date of
			price ($)	grant ($)
Kent Jacobs	25,000	May 11, 2023	0.94	0.94	May 11, 2027
President and Interim Chief Executive	25,000	May 4, 2022	0.74	0.74	May 4, 2026
Officer	12,000	May 6, 2021	0.57	0.57	May 6, 2025
	6,000	June 23, 2020	0.59	0.59	June 23, 2024
Alana Forbes	25,000	May 11, 2023	0.94	0.94	May 11, 2027
Chief Financial Officer	30,000	May 4, 2022	0.74	0.74	May 4, 2026
	16,000	May 6, 2021	0.57	0.57	May 6, 2025
	25,000	June 23, 2020	0.59	0.59	June 23, 2024
Derek Taylor	9,200	May 11, 2023	0.94	0.94	May 11, 2027
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Vice President Strategic Opportunities	15,000	May 4, 2022	0.74	0.74	May 4, 2026
	11,925	May 6, 2021	0.57	0.57	May 6, 2025
	25,000	June 23, 2020	0.59	0.59	June 23, 2024
Brent Rosenthal	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director	12,000	May 4, 2022	0.74	0.74	May 4, 2026
	35,000	August 4, 2021	0.93	0.93	August 4, 2025
	12,000	May 6, 2021	0.57	0.57	May 6, 2025
Doug Marlin	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director	12,000	May 4, 2022	0.74	0.74	May 4, 2026
	12,000	May 6, 2021	0.57	0.57	May 6, 2025
	20,000	June 23, 2020	0.59	0.59	June 23, 2024
Mary McMillan	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director	12,000	May 4, 2022	0.74	0.74	May 4, 2026
	12,000	May 6, 2021	0.57	0.57	May 6, 2025
	30,000	June 23, 2020	0.59	0.59	June 23, 2024
Michael Brown	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director	12,000	May 4, 2022	0.74	0.74	May 4, 2026
	8,000	May 6, 2021	0.57	0.57	May 6, 2025
	6,667	June 23, 2020	0.59	0.59	June 23, 2024
Nancy Young	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director
Paul Takalo	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director	12,000	May 4, 2022	0.74	0.74	May 4, 2026
	12,000	May 6, 2021	0.57	0.57	May 6, 2025
	20,000	June 23, 2020	0.59	0.59	June 23, 2024
Peter Large	12,000	May 11, 2023	0.94	0.94	May 11, 2027
Director

Note:

1. Stock options granted in all years shown were to vest 1/3 on each of the subsequent three anniversary dates of the grant.
2. Jonina Jonsson and Jack Olcott ceased to act as directors of the Corporation as at the conclusion of the Corporation's annual and special meeting on May 11, 2023.
3. Michael Brown will cease to act as director of the Corporation as at the conclusion of the Corporation's annual and special meeting on June 19, 2024.

There were no exercises of stock options by NEO's nor the directors of the Corporation during the year ended December 31, 2023.

Stock Incentive Plans

The Corporation has no other current stock incentive plans other than its stock option plan (the "Option Plan"). On November 9, 2023 the board of directors approved the replacement of this Option Plan with the Corporation's Omnibus Equity Compensation Incentive Plan ("Omnibus Plan"), for which Shareholder approval will be requested at the Meeting. The Omnibus Plan provides that the board of directors may from time to time, in its discretion grant to directors, officers and employees of the Corporation and to consultants retained by the Corporation, options to purchase common shares ("Common Shares"), Share Appreciation Rights, Restricted Share Units, Deferred Share Units and Performance Share Units. The purpose of the Corporation's stock incentive plans are to advance the interests of the Corporation by encouraging the directors, officers and employees of the Corporation and consultants retained by the Corporation to acquire Common Shares, thereby: (i) increasing the proprietary interests of such persons in the Corporation; (ii) aligning the interests of such persons with the interests of the Corporation's shareholders generally; (iii) encouraging such persons to remain associated with the Corporation and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Corporation.

The following is a summary of the material terms of the Omnibus Plan:

1. In respect of Options, the aggregate number of Shares issuable under this Plan shall not exceed ten (10%) percent of the Company's issued and outstanding Shares at any point in time; (ii) the total number of Options issuable to any Consultant under this Plan shall not exceed two (2%) percent of the issued and outstanding Shares in any twelve (12) month period; (iii) the total number of Options issuable to Persons performing Investor Relations Activities shall not exceed two (2%) percent of the issued and outstanding Shares in any twelve (12) month period.
2. In respect of Share Appreciation Rights, Restricted Share Units, Deferred Share Units and Performance Share Units: (i) the maximum aggregate number of Shares issuable under this Plan shall not exceed 10% of the issued and outstanding Shares of the Corporation at any time; and (ii) any exercise of these instruments does not increase the available number of these instruments issuable under the Plan.
3. The Exchange Hold Period will be applied to Shares issuable under the Plan and any certificate(s) representing those Shares will include a legend stipulating that the Shares issued are subject to a four month Exchange Hold Period commencing from the grant date.
4. No SARs, RSUs, DSUs and PSUs issued pursuant to the Plan may vest before the date that is one year following the grant.

The current Option Plan was approved by shareholders at the Corporation's Annual and Special Meeting of the Shareholders held on May 11, 2023. The Option Plan will be replaced upon approval of the Corporation's Omnibus Plan at the Meeting. The Omnibus Plan is attached hereto as Appendix A.

Employment, consulting and management agreements

The Corporation has employment agreements with each of Mr. Jacobs, Ms. Forbes and Mr. Taylor, which set forth the terms of their compensation. Each of these agreements is, as applicable, reviewed by the Governance and Compensation Committee and subsequently approved by the board of directors of the Corporation based on the recommendation of the Governance and Compensation Committee.

Compensation of Kent Jacobs, President & Interim Chief Executive Officer 2023

Kent Jacobs originally entered into an employment contract with the Corporation dated May 1, 2001. Mr. Jacobs was subsequently promoted to President effective November 3, 2021 and to Interim Chief Executive Officer effective December 21, 2022 with subsequent replacement contracts increasing his gross annual remuneration to $273,000. His contract also offered the ability to participate and receive benefits as the Corporation may offer to its officers and employees from time to time. These benefits include basic life and disability insurance, health and dental coverage, a retirement fund matching program, and a health care spending account to a maximum of $15,000 per year. Mr. Jacobs was entitled to receive such additional remuneration, by way of variable compensation or otherwise, as the board of directors may approve based on achievement of specific goals as mandated by the Corporation. For a summary

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of compensation paid to Mr. Jacobs in respect of the year ended December 31, 2023 refer to the compensation tables above, under Director and NEO Compensation.

Compensation of Alana Forbes, CPA, CGA, Chief Financial Officer 2023

Alana Forbes originally entered into an employment contract with the Corporation dated May 15, 2008. Ms. Forbes was subsequently promoted to Chief Financial Officer effective March 17, 2018 and subsequent replacement contracts increased her gross annual remuneration to $245,000 (subject to periodic reviews by the Corporation). Her contract also offered the ability to participate and receive benefits as the Corporation may offer to its officers and employees from time to time. These benefits include basic life and disability insurance, health and dental coverage, a retirement fund matching program, and a health care spending account to a maximum of $15,000 per year. Ms. Forbes was entitled to receive such additional remuneration, by way of variable compensation or otherwise, as the board of directors may approve based on achievement of specific goals as mandated by the Corporation. For a summary of compensation paid to Ms. Forbes in respect of the year ended December 31, 2023 refer to the compensation tables above, under Director and NEO Compensation.

Compensation of Derek Taylor, Vice President Strategic Opportunities 2023

Derek Taylor originally entered into a consulting agreement with the Corporation dated September 9, 2002 for provision of sales services. Mr. Taylor was subsequently promoted to Vice President, Sales and Marketing on March 2, 2020 under an employment contract providing for gross annual remuneration of $200,000 (subject to periodic reviews by the Corporation), plus sales commissions in accordance with the Corporation's policies. Mr. Taylor's title was changed to Vice President Strategic Opportunities effective August 22, 2022. Pursuant to his contract of employment, Mr. Taylor was also offered the ability to participate and receive benefits as the Corporation may offer to its officers and employees from time to time. These benefits include basic life and disability insurance, health and dental coverage, a retirement fund matching program, and a health care spending account to a maximum of $15,000 per year. Mr. Taylor was entitled to receive such additional remuneration, by way of variable compensation or otherwise, as the board of directors may have approved based on achievement of specific goals as mandated by the Corporation. For a summary of compensation paid to Mr. Taylor in respect of the year ended December 31, 2023 refer to the compensation tables above, under Director and NEO Compensation.

Termination and Change of Control Benefits

Under the employment agreement entered into between the Corporation and Mr. Jacobs (for a description, see Employment, consulting and management agreements), in the event that Mr. Jacobs' employment is terminated by the Corporation other than for just cause then Mr. Jacobs shall be entitled to a severance payment in an amount equal to Mr. Jacobs' then current monthly salary (such amount was equal to $22,750/month on December 31, 2023) for six months, plus one additional month for each completed month of service after the first six months that Mr. Jacobs has been employed by the Corporation for a total of twelve months, plus one month after each year of service to a maximum of eighteen months total. In the event of such termination, any unvested stock options held by Mr. Jacobs would immediately vest and any vested options would have to be exercised within a specified period of time. Pursuant to his employment agreement, in the events of a change of control, Mr. Jacobs is entitled to payment equivalent to six months' salary plus one additional month for each month that Mr. Jacobs has been employed by the Corporation for a total of twelve months, plus one month per year of service to a maximum of eighteen months total upon a change of control of the Corporation. Change of control is defined as a change in control, or a situation where giving effect to the transaction any entity holds 50% of more of the voting shares or any combination of person acting in concert would be in a position to materially affect more than 50% control of the Corporation or resulting corporation, where such person or persons did not previously hold a sufficient number of voting shares to exercise control.

Under the employment agreement entered into between the Corporation and Ms. Forbes (for a description, see Employment, consulting and management agreements), in the event that Ms. Forbes' employment is terminated by the Corporation other than for just cause then Ms. Forbes shall be entitled to a severance payment in an amount equal to Ms. Forbes' then current monthly salary (such amount was equal to $20,417/month on December 31, 2023) for six months, plus one additional month for each completed month of service after the first six months that Ms. Forbes has been employed by the Corporation for a total of twelve months, plus one month after each year of service to a maximum of eighteen months total. In the event of such termination, any unvested stock options held by Ms. Forbes would immediately vest and any vested options would have to be exercised within a specified period of time. Pursuant to her employment agreement, in the events of a change of control, Ms. Forbes is entitled to payment equivalent to six months' salary plus one additional month for each month that Ms. Forbes has been employed by the Corporation for a total of twelve months, plus one month per year of service to a maximum of eighteen months total upon a change of control of the Corporation. Change of control is defined as a change in control, or a situation where giving effect to the transaction any entity holds 50% of more of the voting shares or any combination of person acting in concert would be in a position to materially affect more than 50% control of the Corporation or resulting corporation, where such person or persons did not previously hold a sufficient number of voting shares to exercise control.

Under the employment agreement entered into between the Corporation and Mr. Taylor (for a description, see Employment, consulting and management agreements), in the event that Mr. Taylor's employment is terminated by the Corporation other than for just cause then Mr. Taylor shall be entitled to a severance payment in an amount equal to Mr. Taylor's then current monthly salary (such amount was equal to $16,667/month on December 31, 2023) for six months. In the event of such termination, any unvested stock options held by Mr. Taylor would immediately vest and any vested options would have to be exercised within a specified period of time.

Oversight and description of directors and NEO compensation

Compensation of the NEO's of the Corporation is reviewed annually by the governance and compensation committee (the "Governance and Compensation Committee") and is subsequently approved by the board of directors of the Corporation based on the recommendation of the Governance and Compensation Committee. The compensation of the Corporation's NEO's consists principally of a base salary and variable compensation, if any, which may include a performance-based component. NEO's are also eligible to participate in the Corporation's Omnibus Plan as described herein.

The board of directors of the Corporation and the Governance and Compensation Committee's objective in setting compensation levels is that the aggregate compensation received by NEO's be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are employed by other companies of corresponding size and stage of development. In setting such levels, the board and the Governance and Compensation Committee rely on their own experience and knowledge, and an internally compiled report of executive compensation from a wide variety of publicly traded companies of similar size and geographical location. The Governance and Compensation Committee has not retained the assistance of a compensation consultant.

Base Salaries and Variable Compensation - The Corporation's view of base salaries is that they should be competitive with industry peers, to the extent that can be determined, and with other public companies at similar stages of development and having similar assets, number of employees, market capitalization and profit margin. Employment agreements entered into with NEO's also provide that the salary is subject to normal periodic review on or about the anniversary date of any employment agreement. In addition to the salary, the board of directors of the Corporation may from time to time pay variable compensation to NEO's for either the accomplishment of specific performance criteria or for exceptional performance.

Equity Compensation - Pursuant to the Corporation's Omnibus Plan as approved by the shareholders at the Annual General Meeting, the board of directors of the Corporation, at its discretion, determines all grants of equity compensation to NEO's. Such grants are considered incentives intended to align the

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NEO's' and Shareholders' interests in the long term. The Corporation emphasizes equity compensation as a component of executive compensation as they allow the NEO's to share in corporate results in a manner that is relatively cost-effective despite the effects of treating equity compensation as a compensation expense. The Governance and Compensation Committee provides recommendations to the board of directors with respect to equity compensation grants to NEO's.

Performance Based and Deferred Compensation - In 2023 Mr. Taylor received sales commissions under his agreement.

Compensation Risk Assessment and Mitigation

The Governance and Compensation Committee considers the implications of the risks associated with the Corporation's compensation policies and practices when determining rewards for its executives and ensures that those policies do not encourage management to take inappropriate or excessive risks. The Governance and Compensation Committee does not believe that there are any risks arising from the compensation policies and practices that would be reasonably likely to have a material adverse effect on the Corporation. The Corporation's compensation program includes several mechanisms to ensure risk- taking behavior falls within reasonable risk tolerance levels, including:

• a balanced compensation mix between fixed and variable (at zero risk) and between short and long-term incentives that defer award value;
• having a cap on short-term incentive awards;
• commission plan payments are based on cash received;
• establishment of performance criteria and corresponding objectives which represent a balance of performance and quality and sustainability of such performance;
• establishment of a compensation package within range of competitive practices (peer group);
• enforcement of trading bans under the corporate disclosure policy;
• enforcement of the corporate insider trading and reporting policy;
• explicit restrictions on hedging of equity awards by executives;
• utilizing longer-term incentive plans for diversification and alignment with risk realization periods.

Under the Corporation's policies, neither officers nor directors are permitted to take any derivative or speculative positions in the Corporation's securities. This is to prevent the purchase of financial instruments that are designed to hedge or offset any decrease in the market value of the Corporation's securities.

Director Compensation

For the year ending December 31, 2023, the Corporation compensated its directors in their capacity as a director of the Corporation at $1,500 per month if the director was independent. If the Chairman or Vice-Chairman of the board of directors was an independent director, his/her compensation was increased by an additional $500 per month; and if a director was the chairman of a board subcommittee his/her remuneration was increased by $500 per month. For a summary of compensation paid to the directors of the Corporation in respect of the year ended December 31, 2023 please refer to the compensation tables above (under Director and NEO Compensation).

Each director is eligible to participate in the Corporation's Omnibus Plan. The Corporation has compensated the directors with stock options in 2023, details of which are included in the compensation tables above (under Stock Options and Other Compensation Securities).

The Corporation has purchased, at its expense, a directors' and officers' liability insurance policy, which expires December 31, 2024. This covers the directors and officers of the Corporation against liability incurred by them in their capacities as directors and officers of the Corporation. The coverage has an aggregate limit of $20 million consisting of a $5 million primary, $15 million excess and an additional $5 million excess Side A difference in conditions. There is a retention limit of $20,000 that applies to the first $5 million. Premiums for 2024 directors and officers liability insurance total $98,176.

Pension Disclosure

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed financial year with respect to compensation plans under which equity securities of the Corporation are authorized for issuance. The Corporation's shareholders approved a rolling Stock Option Plan reserving a maximum of 10% of the issued and outstanding Common Shares of the Corporation and must receive yearly shareholder approval of its stock option plan (in this case being the Omnibus Plan). On December 31, 2023, the Corporation had 38,997,650 issued and outstanding Common Shares.

	(a) Number of securities	(b) Weighted-average	(c) Number of securities
	to be issued upon	exercise price of	remaining available for future
	exercise of outstanding	outstanding options,	issuance under equity
	options, warrants and	warrants and rights	compensation plans (excluding
Plan Category	rights		securities reflected in column (a))
Equity compensation plans approved by	1,507,588	$0.75	2,392,177
securityholders
Equity compensation plans not approved	-	-	N/A
by securityholders
Total	1,507,588	$0.75	2,392,177

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and executive officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, executive officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Management Proxy Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102), nor any proposed nominee for election as a director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Corporation and none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation that will materially affect the Corporation.

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MANAGEMENT CONTRACTS

There are no management functions of the Corporation that are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

Audit Committee: See the attached Appendix "B" for information on the Audit Committee (Form 52-110F2).

Corporate Governance Disclosure: See the attached Appendix "C" for information on the Corporation's Corporate Governance (Form 58-101F2).

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The financial statements of the Corporation for the year ended December 31, 2023 and the Auditors' Report thereon accompanying this Management Proxy Circular will be placed before the Shareholders at the Meeting for their consideration. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the board of directors of the Corporation in accordance with applicable corporate and securities legislation. Any questions regarding the financial statements may be brought forward at the Meeting. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice, in the addressed envelope to Odyssey Trust Company of Canada.

Election of Directors

The term of office of each of the present directors expires at the Meeting. The number of directors to be elected at the Meeting is proposed to be fixed at seven

(7). Management of the Corporation proposes to nominate each of the persons named below for election as directors of the Corporation at the Meeting to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. The board of directors currently consists of seven (7) directors and all of the nominees are currently members of the board of directors of the Corporation with the exception of Lorne Sugarman (new nominee). Michael Brown will cease to act as director of the Corporation as at the conclusion of the Corporation's annual and special meeting on June 19, 2024. Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favor of the election, as directors, of the nominees whose names are set forth below. In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as director if elected. The following information concerning the proposed nominees has been furnished by each of them:

Name, Residence,	Principal Occupation or Employment for the Last Five Years, Ownership Details(4)
Office(s) held, Start Date
Brent Rosenthal(1)	Mr. Rosenthal is the Founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and micro-cap
Livingston NJ, USA	equities in the technology media telecom and food industries. He also serves as Chairman of the Board of Directors of
Director	Comscore (NASDAQ: SCOR) and lead independent director of RiceBran Technologies (NASDAQ: RIBT). Previously, Mr.
June 2020	Rosenthal was a partner in affiliates of W.R. Huff Asset Management, where he worked from 2002-2016. He also served as
	the Chairman of the Board of Directors of Rentrak (NASDAQ: RENT) from 2011-2016. Mr. Rosenthal has served as an
	advisor to the Corporation's Board of Directors since December 2019.
	Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
	475,248	1.22%

Douglas G. Marlin(1)(2)

Calgary AB, Canada

Director

February 2003

Between December 2011 and October 2015, Mr. Marlin held the position of Chairman and Director of the Corporation. Since January 1997, he has been the President of Marlin Ventures Inc., a management consulting company. He was a Director of JDA Software Group, Inc. (NASDAQ listed) from June 2001 to August 2012.

Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
253,036	0.65%

Captain Mary McMillan(2)	Captain McMillan is the President of Cashel Aviation, LLC, a company dedicated to the development and implementation of
Grass Valley CA, USA	aviation safety and environmental strategies. She retired as the Vice President of Aviation Safety and Operational Services
Director	for Inmarsat, Plc. in July 2018.
August 2019	Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
	41,666	0.11%
Nancy Young(2)	Ms. Young is the Chief Sustainability Officer (CSO) at Gevo, Inc., leading the company's sustainability, environmental, and
Chevy Chase MD, USA	scientific affairs as Gevo commercializes the next generation of bio-based renewable fuels, including sustainable aviation
Director	fuel. Immediately prior to joining Gevo, she was CSO for Alder Renewables. A globally recognized aviation, alternative fuels,
May 2023	environmental, and sustainability leader, Ms. Young served for over fourteen years as the Vice President of Environmental
	Affairs at Airlines for America ® (A4A). From 2015 through 2016, she served on the UN Secretary-General'sHigh-Level
	Advisory Group for Sustainable Transport. Prior to joining A4A, Ms. Young was a Director/Partner at the law firm of Beveridge
	& Diamond, PC. She holds a BA from The College of William & Mary and a JD cum laude from Harvard Law School.
	Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
	-	0.00%
Paul Takalo(2)	Mr. Takalo is a self-employed Chartered Professional Accountant who held the position of Vice-President, Finance and later
Calgary AB, Canada	CFO of Standen's Limited and a successor partnership between November 2005 and January 2015. Since 2015, Mr. Takalo
Director	has provided consulting services to a number of businesses through his wholly owned company, PTakalo Advisory Services
May 2008	Inc.
	Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
	84,034	0.22%
Peter Large(1)	Dr. Large serves as Senior Vice President at global industrial technology company Trimble Inc (NASDAQ: TRMB), where
Westminster CO, USA	he formerly served as Vice President. He previously held positions as a Research Solutions Strategist within Boeing's Digital
Director	Solutions and Analytics Business and as a Director at Inmarsat plc in the Aviation Safety & Operational Services business.
May 2023	He holds an Ed.D with the Aviation and Space specialization from Oklahoma State University, an M.S. in Management from
	the Stanford University Graduate School of Business, and a BSc(Hons) from the University of Newcastle Upon Tyne.
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Name, Residence,	Principal Occupation or Employment for the Last Five Years, Ownership Details(4)
Office(s) held, Start Date
	Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
	-	0.00%
Lorne Sugarman	Mr. Sugarman is currently the founder and president of Adielle Group. He is a board member and CEO of EVP Capital Inc.
Toronto ON, Canada	and Iocaste Ventures Inc., both capital pool companies. Mr. Sugarman continues to serve as a board member of
Director	Tokens.com, an emerging robotics and AI business, where he was previously the president. Prior to his time at Tokens.com,
N/A	Mr. Sugarman was a Principal at KES 7 Capital Inc. Before joining KES 7 Capital, Mr. Sugarman was the Chief Executive
	Officer of Wellpoint Health Services for nine years, where he grew the business to over 250 employees. During his tenure
	at Wellpoint, Mr. Sugarman raised over $20 million in debt and equity, completed and integrated seven acquisitions, and led
	to the eventual sale of the company to CloudMD. Earlier in his career, Mr. Sugarman held the position of Managing Director,
	Investment Banking at GMP Securities, one of Canada's largest independent investment banks. At GMP Securities, Mr.
	Sugarman also served as a member of the firm's operating committee and was a board observer for Edgestone Capital
	Partners, GMP's private equity subsidiary.
	Voting Securities Beneficially Owned	Percentage of Issued and Outstanding Voting Securities
	-	0.00%

Notes: (1) Member of the Governance and Compensation Committee; (2) Member of the Audit Committee.

Corporate Cease Trade Orders or Bankruptcies:No director or proposed director of the Corporation is, or has been within the past ten years, a director or officer of any other company that, while such person was acting in that capacity:

1. was the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days;
2. was subject to an event that resulted, after that individual ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days; or
3. within a year of that individual 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.

Individual Bankruptcies:No director or proposed director of the Corporation is or has, within the ten years prior to the date hereof, 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 that individual.

Penalties or Sanctions:No director or proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority. No director or proposed director of the Corporation has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Conflicts of Interest:The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other issuers, in which case a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Canada Business Corporations Act.

Appointment of Auditors

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the re-appointment of KPMG LLP, Chartered Accountants as auditors of the Corporation, to hold office until the close of the next annual meeting, at a remuneration to be determined by the board of directors of the Corporation. KPMG LLP were first appointed as auditors of the Corporation in 2007. Approval of the appointment of the auditors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting. Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote FOR the resolution.

Approval of Omnibus Equity Incentive Compensation Plan

Pursuant to Policy 4.4 of the TSX Venture Exchange (the "Policy"), Corporations that have a rolling stock option plan reserving a maximum of 10% of the issued and outstanding shares of the Corporation must receive yearly shareholder approval of the stock option plan. The directors of the Corporation have approved the 2024 Omnibus Equity Incentive Compensation Plan in the form attached hereto as Appendix "A". The TSX Venture Exchange requires the Omnibus Equity Incentive Compensation Plan to be approved by the shareholders of the Corporation. Management of the Corporation will place before the Meeting the following resolution relating to the approval of the 2024 Omnibus Equity Incentive Compensation Plan:

"BE IT RESOLVED THAT:

1.the 2024 Omnibus Equity Incentive Compensation Plan of the Corporation be and is hereby ratified and approved in substantially the form attached as Appendix "A" to the Management Proxy Circular prepared for the purposes of this Meeting;

2.any director or officer be and is hereby authorized to amend the 2024 Omnibus Equity Incentive Compensation Plan should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange;

3.any director or officer be and is hereby authorized to execute and deliver all such deeds, documents and other writings and perform such acts as may be necessary in order to effect the 2024 Omnibus Equity Incentive Compensation Plan and the board of directors of the Corporation from time to time, be authorized to grant options in the capital stock of the Corporation pursuant to and in accordance with the provisions with 2024 Omnibus Equity Incentive Compensation Plan ; and

4.notwithstanding the approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this resolution before it is acted upon, without further approval of the shareholders of the Corporation."

The approval by Shareholders requires a favourable vote of a majority of the Common Shares voted in respect thereof at the Meeting. The TSX Venture Exchange requires such approval before it will allow the adoption of the 2024 Omnibus Equity Incentive Compensation Plan. Options to purchase Common Shares that were previously granted to directors, officers and employees of the Corporation will be deemed to be granted under the 2024 Omnibus Equity

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