NOTICE IS HEREBY GIVEN that the Annual General meeting (the “Meeting”) of GLOBAL WELLNESS STRATEGIES INC. (the “Company”) will be held at Suite 1100 – 1111 Melville Street, Vancouver, British Columbia, on Wednesday, August 16, 2023, at 11:00 AM (Pacific Time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended September 30, 2022, together with the auditor’s reports thereon;
2. to fix number of directors at four (4);
3. to elect the directors for the ensuing year;
4. to confirm, ratify and approve the appointment of SHIM & Associates LLP, Chartered Professional Accountants, as the auditor of the Company for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;
5. to consider and pass an ordinary resolution, ratifying, adopting and re‐approving the stock option plan of the Corporation and authorizing the Corporation’s board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges; and
6. to transact such other business as may properly come before the Meeting or any adjournments

The accompanying management information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on July 5, 2023, will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “Common Shares”) is entitled to one vote.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

DATED at Vancouver, British Columbia, this 5^th day of July, 2023. BY ORDER OF THE BOARD OF DIRECTORS:

Signed: “Meris Kott”                     

MERIS KOTT

Chief Executive Officer and Director

GLOBAL WELLNESS STRATEGIES INC. MANAGEMENT INFORMATION CIRCULAR

The information contained in this Management Information Circular, unless otherwise indicated, is as of July 5, 2023.

This Management Information Circular is being mailed by the management of GLOBAL WELLNESS STRATEGIES INC. (the “Company” or “GEO”) to shareholders of record at the close of business on July 5, 2023, which is the date that has been fixed by the directors of the Company as the record date (the “Record Date”) to determine the shareholders who are entitled to receive notice of the meeting. The Company is mailing this Information Circular in connection with the solicitation of proxies by and on behalf of the Company for use at its annual general meeting (the “Meeting”) of the shareholders that is to be held on Wednesday, August 16, 2023, at 11:00 AM (PST) at Suite 1100 – 1111 Melville Street, Vancouver, British Columbia V6E 3V6. The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The cost of solicitation will be borne by the Company.

The Company is not relying on the “Notice and Access” delivery procedures outlined in National Instrument 54‐101 Communication with Beneficial Owners of Securities of a Reporting Issuer to distribute copies of proxy‐ related materials in connection with the Meeting by posting them on a website.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, ended September 30, 2022, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors.

Section 1 – Voting

WHO CAN VOTE?

If you are a registered shareholder of the Company as at July 5, 2023, you are entitled to notice of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting By Proxy” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer, financial institution or other intermediary) you should refer to the section entitled “Non-Registered Shareholders” set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return the completed form of proxy to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), Proxy Department, 8^th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, excluding Saturdays, Sundays and holidays, prior to the time fixed for the Meeting or any adjournments thereof.

What Is A Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing A Proxyholder

You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder (the “Management Proxyholders”). Those persons are directors, officers or other authorized representatives of the Company.

Instructing Your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares IN FAVOUR of each of the items of business being considered at the Meeting. For more information about these matters, see “Section 3 – The Business of the Meeting”.

The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting. At the time of printing this Information Circular, the management of the Company is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing Your Mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Company at Suite 1100 – 1111 Melville Street, Vancouver, British Columbia, Canada V6E 3V6 or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 11:00AM (PST) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person. Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must arrange for your nominee to revoke your proxy on your behalf (see below under “Non-Registered Shareholders”).

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by one of the following options:

• complete, date and sign the enclosed form of Proxy and returning it to the Company’s transfer agent, Computershare Trust Company of Canada Inc. (“Computershare”), Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or by fax within North America at 1‐866‐249‐7775, outside North America at (416) 263‐9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;
• use a touch‐tone phone to transmit voting choices to a toll‐free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll‐free number, the holder’s account number and the control number; or
• use the internet through the website of the Company’s transfer agent at investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the control number.

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

NON-REGISTERED SHAREHOLDERS

Only registered holders of common shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, common shares beneficially owned by a holder (a “Non- Registered Holder”) are registered either:

• in the name of an Intermediary (an “Intermediary”) that the Non‐Registered Holder deals with in respect of the Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self‐administered RRSPs, RRIFs, RESPs and similar plans; OR
• in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Non‐Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as “NOBOs”. Those Non‐Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as “OBOs”.

Pursuant to NI 54‐101 of the Canadian Securities Administrators, the Company has distributed copies of proxy‐ related materials in connection with this Meeting (including this Information Circular) indirectly or directly to the NOBOs and to the Intermediaries for onward distribution to Non‐Registered Holders. Intermediaries that receive the proxy‐related materials are required to forward the proxy‐related materials to Non‐Registered Holders unless a Non‐Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy‐related materials to Non‐Registered Holders.

The Company will not be paying for Intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy‐related materials) copies of the proxy‐related materials and related documents. Accordingly, an OBO will not receive copies of the proxy‐related materials and related documents unless the OBO’s Intermediary assumes the costs of delivery.

Generally, Non‐Registered Holders who have not waived the right to receive proxy‐related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy‐related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non‐Registered Holder in accordance with the Intermediary’s directions on the voting instruction form. In some cases, such Non‐Registered Holders will instead 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 not completed. This form of proxy does not need to be signed by the Non‐Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Computershare as described under “Voting By Proxy” above.

The purpose of these procedures is to permit Non‐Registered Holders to direct the voting of the Common Shares that 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 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.

Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the voting instruction form or Proxy form is to be delivered.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended (the “Act”), certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Section 2 – Voting Shares And Principal Holders Thereof

The Company is authorized to issue an unlimited number of common shares (“Common Shares”) without par value. As at the close of business on the Record Date being July 5, 2023, there were a total of 49,214,971 Common Shares were issued and outstanding. Each shareholder entitled to receive notice of and to vote at the Meeting is entitled to one vote for each common share registered in his or her name at the close of business on July 5, 2023.

Under the Company’s Articles, the quorum for the transaction of business at a Meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting.

 

To the knowledge of the Company’s directors and executive officers, there are no persons who, beneficially own, or control or direct, directly or indirectly, shares carrying 10% or more of the voting rights attached to all the outstanding shares except for the person(s) noted below:

 

 

Shareholder Name	Number of Common Shares Held	Percentage of Issued Common Shares
Meris Kott (1)	5,752,621(4)	11.69%

(1)  The above information was supplied to the Company by the shareholder directly and from insider reports available at www.sedi.ca.

Section 3 – The Business of the Meeting

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

1. FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended September 30, 2022, will be placed before you at the Meeting. They have been mailed to the shareholders who have requested they receive a copy of same together with the Notice of Meeting and this Information Circular. These audited financial statements are available at www.sedar.com.

No approval or other action needs to be taken at the Meeting in respect of these documents.

Pursuant to National Instrument 51‐102 Continuous Disclosure Obligations and National Instrument 54‐101 Communication with Beneficial Owners of Securities of a Reporting Issuer, both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Company must deliver a written request for such material to the Company. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Financial Statement Request Form attached to this Information Circular and send it to the Company.

2. SETTING NUMBER OF DIRECTORS NUMBER OF DIRECTORS

Under the Company’s Articles and pursuant to the Business Corporations Act (British Columbia), the number of directors may be set by ordinary resolution but shall not be fewer than three. The Company currently has four

(4) directors. All four (4) directors are being put forward by management of the Company for election at the Meeting.

The Company’s management recommends that the shareholders vote in favour of the resolution setting the number of directors at four (4). Unless you give other instructions, the Management Proxyholders intend to vote FOR the resolution setting the number of directors at four (4).

1. ELECTION OF DIRECTORS

Nominees for Election

Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.

The following table sets out the names of management’s nominees for election as directors of the Company; all offices in the Company each nominee now holds; each nominee’s principal occupation, business or employment; the period of time during which each nominee has been a director of the Company; and the number of common shares, stock options and common share purchase warrants that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee as at Record Date.

Each of the nominees has agreed to stand for election and management of the Company is not aware of any intention of any of them not to do so. Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

 

Name, position and place of residence(1)	Principal occupation for the past five years(1)	Director since	Number of shares beneficially owned, directly or indirectly, or controlled or directed(2)
Meris Kott President, CEO and Director Florida, USA	Chief Executive Officer of the Company since November 2017, Ms. Kott also provides consulting services in investment banking & financial markets for investment and acquisition purposes	Novembe r 30, 2017	5,752,621(4) 11.69% undiluted
Mark Ireton(3) Director British Columbia, Canada	Mr. Ireton is a banker by profession and provides consulting services for both private and publicly traded entities	May 12, 2017	40,000 under 1% undiluted
Ashleigh A. Vogstad(3) Director British Columbia, Canada	Ms. Vogstad is the founder and CEO of Transcends, a marketing agency that excels in branding and facilitates partnerships for technology companies and their global vendors like Microsoft	October 30, 2019	50,000 under 1% undiluted
Lindsey R. Perry Jr.(3) Director and CFO Florida, USA	Mr. Perry is a retired businessman and entrepreneur. He is the former owner of The Tristram’s Group Inc., a property management firm in Nantucket MA and has a Bachelor of Science degree majoring in accounting from Bucknell University.	April 10, 2019	50,000 under 1% undiluted

Notes:

⁽¹⁾  Information as to the residency and principal occupation has been provided by the respective directors.

⁽²⁾  Information as to shares beneficially owned, has been obtained from insider reports filed by respective person and available through the Internet at the Canadian System for Electronic Disclosure by Insiders (www.sedi.ca) or has been obtained from early warning report and alternative monthly reports filed by the respective person and available through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (www.sedar.com).

⁽³⁾  Member of the Audit Committee.

⁽⁴⁾  1060606 BC Ltd., a company wholly owned by Meris Kott, owns 1,176,000 of these shares.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

As at the date of this Information Circular, to the knowledge of the Company, no proposed nominee for election as a director of the Company (nor any of his or her personal holding companies) 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; or
• any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed

Other than the Companies MCTO filed on February 1, 2023 and lifted on April 3, 2023, no proposed nominee for election as a director of the Company is, or has been, within 10 years before the date of this Information Circular:

1. a director, chief executive officer or chief financial officer of any company (including the Company and any personal holding company of the proposed director) that, while that person was acting in that capacity:
   • was subject to a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order) or an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “Order”); or
   • was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
2. a director or executive officer of any company (including the Company) and any personal holding company of the proposed director) 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.

To the knowledge of the Company, no nominee for director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Advance Notice Policy

The shareholders of the Company approved the adoption of an advance notice policy on December 21, 2020 (the “Advance Notice Policy“). The Advance Notice Policy provides for advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by Shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) or (ii) a shareholder proposal made pursuant to the provisions of the Business Corporations Act (British Columbia). The purpose of the Advance Notice Policy is to ensure that all Shareholders ‐ including those participating in a meeting by proxy rather than in person ‐ receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an

 

informed manner. Among other things, the Advance Notice Policy fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of Shareholders and sets forth the minimum information that a Shareholder must include in the notice to the Company for the notice to be in proper written form.

The foregoing is merely a summary of the Advance Notice Policy, is not comprehensive and is qualified by the full text of such policy which is available under the Corporation’s SEDAR profile at www.sedar.com.

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

The Company’s management recommends that the shareholders vote in favour of the election of the proposed nominees as directors of the Company for the ensuing year. Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the nominees named in this Information Circular.

2.              APPOINTMENT AND REMUNERATION OF AUDITOR

At the Meeting, Shareholders will be asked to vote for the appointment of SHIM & Associates LLP, Chartered Professional Accountants, located at Suite 900 – 777 Hornby Street, Vancouver, BC V6Z 1S4, as auditor of the Company to hold office until the next annual meeting of Shareholders, or until a successor is appointed, and to authorize the directors of the Company to fix the auditor’s remuneration. See Section 5 – Audit Committee – External Service Fees. SHIM & Associates LLP, has served as the Company’s auditor since October 6, 2022. See Schedule “B” – Change of Auditor Reporting Package attached.

The Company’s management recommends that the shareholders vote in favour of the appointment of SHIM & Associates LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and to grant the Board of Directors the authority to determine the remuneration to be paid to the auditor. Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the appointment of SHIM & Associates LLP, Chartered Professional Accountants, to act as the Company’s auditor until the close of its next annual general meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the remuneration to be paid to the auditor.

3.              CONTINUATION OF STOCK OPTION PLAN

 

The Corporation has a stock option plan (the “Plan”) previously approved by the shareholders of the Corporation on December 21, 2020 A copy of the Plan is attached hereto as Schedule “C” and filed on SEDAR at www.sedar.com . The Plan is incorporated herein by reference.

 

The Plan shall be administered by the Board of Directors of the Corporation, or if appointed, by a special committee of directors appointed from time to time by the Board of Directors (the “Board”). The aggregate number of Common Shares which may be reserved for issuance under the Plan shall not exceed 10% of the Corporation’s issued and outstanding Common Shares. The number of Common Shares subject to an option to a participant shall be determined by the Board, but no participant shall be granted an option which exceeds the maximum number of shares permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Common Shares covered by each option shall be determined by the Board, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The maximum length any option shall be ten (10) years from the date the option is granted, provided that participant’s options expire ninety (90) days after a participant ceases to act for the Corporation, subject to extension at the discretion of the Board, except upon the death of a participant, in

 

which case the participant’s estate shall have twelve (12) months in which to exercise the outstanding options. The Plan includes a provision that should an option expiration date fall within a blackout period or immediately following a blackout period, the expiration date will automatically be extended for ten (10) business days following the end of the blackout period. The Board of Directors have the absolute discretion to amend or terminate the Plan.

 

Shareholders will be asked to consider and if thought fit, approve an ordinary resolution re‐ approving, adopting, and ratifying the Plan as the Corporation’s stock option plan.

 

The text of the ordinary resolution to be considered at the Meeting will be substantially as follows:

 

“BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE CORPORATION THAT:

 

 

1. the stock option plan of the Corporation be approved substantially in the form attached as Schedule “B (the “Plan”) and the Plan be and is hereby ratified, approved and adopted as the stock option plan of the Corporation;

 

1. the form of the Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;

 

1. the issued and outstanding stock options previously granted shall be continued under and governed by the Plan;

 

1. the shareholders of the Corporation hereby expressly authorize the board of directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and

 

1. any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

 

Unless otherwise directed, it is the intention of the Management Designees to vote proxies in favour of the resolution re-approving the Plan. In order to be effective, an ordinary resolution requires approval of a majority of the votes cast by shareholders who vote in respect to the resolution.

 

1. OTHER BUSINESS

The Company will consider and transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. Management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting the common shares represented by the proxies solicited hereby will be voted on such matter in accordance with the best judgement of the persons voting by proxy.

 

Section 4 – Executive Compensation

GENERAL

The primary objectives of the Company’s executive compensation program are to attract, motivate and retain highly trained, experienced and committed executive officers who have the necessary skills, education, experience and personal qualities required to manage the Company’s business for the benefit of its shareholders, and to align their success with that of the shareholders.

Salaries or Consulting Fees: Future base executive compensation, in the form of salaries or consulting fees, will provide a fixed level of compensation for discharging the specific duties and responsibilities of the executive. The Board recognizes that the size of the Company may prohibit executive compensation from matching those of larger companies in similar industries. The Board also believes that long‐term equity interests, in the form of options (described above), will compensate for lower base fees. This compensation strategy is similar to the strategies of many other companies within the Company’s peer group.

Stock Based Compensation: Under the terms of the Company’s Stock Option Plan, the Board or a committee of the Board may grant incentive stock options to the Company’s directors, officers, employees and consultants to purchase Shares. The purpose of options is to provide a direct long‐term incentive to improve shareholder value over time. The level of grant is determined by reference to standards of practice within the junior industry and the individual’s level of responsibility within the Company. The Company does not have a program or regular annual grant of options. When determining options to be allocated, a number of factors are considered, including the number of outstanding options held by an individual, the value of such options, and the total number of options available for granting.

When determining executive compensation, the Board will review the compensation policies of companies engaged in businesses similar to the Company’s. Although the Company has not obtained any industry reports regarding compensation, at the appropriate time the Board will review publicly available information with respect to compensation paid to the executives of companies that are also engaged in the acquisition, exploration and development of oil and gas properties.

In setting the base compensation levels for individuals, consideration will be given to objective factors such as the level of responsibility, experience and expertise, as well as subjective factors such as leadership and contribution to corporate performance. Fees will be reviewed annually and adjustments may be made based upon corporate and personal performance, market conditions and the level of responsibility attributed to specific executives.

Unless otherwise noted, the following information is for the Company’s last completed financial year ended September 30, 2022:

“Company” means Global Wellness Strategies Inc.;

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

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

 

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

• each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;
• each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;
• in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year ended September 30, 2022, whose total compensation was more than $150,000 for that financial year; and
• each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

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

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

Based on the foregoing definitions, the NEOs of the Company for the year ended September 30, 2022, were Meris Kott, President and CEO and Mr. Lindsey Perry Jr., CFO. On March 1, 2022, Mr. Brohman resigned as CFO and Mr. Lindsey Perry Jr. was appointed.

Director and NEO compensation, excluding options and compensation securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or its subsidiary, to each NEO and director of the Company, 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 a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary.

 

 

Table of compensation excluding compensation securities
Name and position	Year Ended September 30	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Meris Kott (1) President, CEO and Director	2022   2021	$120,000   $120,000	Nil   Nil	Nil   Nil	Nil   Nil	Nil   Nil	$120,000   $120,000
Lindsey R. Perry Jr.(2) CFO and Director	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	$12,500 (5)	$12,500
Ashleigh Vogstad (3) Director	2022	Nil Nil	Nil Nil	Nil	Nil	Nil	Nil
	2021			Nil	Nil	$12,500 (5)	$12,500

 

Table of compensation excluding compensation securities
Name and position	Year Ended September 30	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Mark Ireton (4) Director	2022	Nil Nil	Nil	Nil	Nil Nil	Nil	Nil
	2021		Nil	Nil		$10,000 (5)	$10,000
Stephen Brohman(6) Former CFO	2022	$84,000	Nil	Nil	Nil	Nil	$84,000
	2021	$42,000	Nil	Nil	Nil	Nil	$42,000
Eugene Hodgson(7) Former Director	2022	N/A	N/A	N/A	N/A	N/A	N/A
	2021	Nil	Nil	Nil	Nil	Nil	Nil

NOTES:

⁽¹⁾       Ms. Kott was appointed to the board of directors, and appointed as CEO on November 30, 2017.

⁽²⁾       Mr. Perry Jr. was appointed to the board of directors on April 10, 2019 and as CFO on March 1, 2022.

⁽³⁾       Ms. Vogstad was appointed to board on October 30, 2019.

⁽⁴⁾       Mr. Ireton was appointed to board on May 12, 2017.

⁽⁵⁾       Represents Bonus shares issued at a deemed value of $0.25

⁽⁶⁾       Mr. Brohman was appointed as CFO on December 12, 2019, and resigned March 1, 2022.

⁽⁷⁾       Mr. Hodgson was appointed to the board of directors on September 8, 2017 and resigned February 22, 2021.

Stock Options and Other Compensation Securities

The Company did not grant any compensation securities to the directors and NEOs during the financial year ended September 30, 2022.

The following table sets forth the incentive stock options (option‐based awards) pursuant to the Company’s 10% rolling Stock Option Plan that were outstanding to NEOs and directors of the Company as at the date of this information circular being July 5, 2023.

 

 

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Meris Kott President, CEO and Director	Stock Options	68,750 options   68,750 shares Under 1%	May 14, 2020	$0.32	$0.32	$0.20	May 14, 2025
Ashleigh Vogstad Director	Stock Options	25,000 options	Nov 19, 2019	$0.68	$0.68	$0.20	Nov 19, 2024
		12,500 options	May 14, 2021	$0.32	$0.32		May 14, 2025
		50,000 options   87,500 shares Under 1%	Feb 24, 2021	$0.255	$0.255		Feb 24, 2026
Mark Ireton Director	Stock Options	12,500 options	Sept 6, 2019	$0.68	$0.68	$0.20	Sept 6, 2024
		25,000 options	May 14, 2020	$0.32	$0.32		May 14, 2025

 

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
		50,000 options 87,500 shares Under 1%	Feb 24, 2021	$0.255	$0.255		Feb 24, 2026
Lindsey R. Perry Jr. CFO and Director	Stock Options	25,000 options	Sept 6, 2019	$0.68	$0.68	$0.20	Sept 6, 2024
		12,500 options	May 14, 2020	$0.32	$0.32		May 14, 2025
		50,000 options 87,500 shares   Under 1%	Feb 24, 2021	$0.255	$0.255		Feb 24, 2026

 

 

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by a director or NEO during the financial year ended September 30, 2022.

 

Security Based Compensation Plan

Restricted Share Unit Plan

The purpose of the 10% rolling restricted share unit plan (“RSU Plan”) is to provide the Company with a mechanism to attract, retain and motivate qualified employees, consultants, directors and management whose present and potential contributions are important to the success of the Company and its subsidiaries, by offering them an opportunity to participate in the Company’s future performance through share based awards.

The following is a summary of the RSU Plan. The summary is qualified in its entirety by the full test of the RSU Plan as attached as a Schedule to the Information Circular dated July 14, 2022, and filed on SEDAR on July 22, 2022.

 

The RSU Plan is a plan which reserves for the grant of RSUs to a maximum of 10% of the issued and outstanding common shares. The RSU Plan is a “rolling plan” and therefore when RSUs are cancelled (whether or not upon payment with respect to vested RSUs) or terminated, Common Shares shall automatically be available for issuance pursuant to the RSU Plan.

All Directors, Employees and Consultants (as defined in the RSU Plan) of the Company and its related entities (“Eligible Persons”) are eligible to participate in the RSU Plan (as “Participants”), though the Company reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation in the RSU Plan at any time. Eligibility to participate in the RSU Plan does not confer upon any person a right to receive an award of RSUs.

Subject to certain restrictions, the Board can, from time to time, award RSUs in its discretion to any Eligible Persons. RSUs will be credited to an account maintained for each Participant on the books of the Company as of the award date. The number of RSUs to be credited to each Participant’s account shall be determined at the discretion of the Board and pursuant to the terms of the RSU Plan.

 

Each award of RSUs vests on the date(s) specified by the Board and/or the satisfaction of the Performance Criteria (each a “Vesting Date”) specified by the Board on the award date.

Credit for Dividends

Unless otherwise determined by the Board, a Participant’s Account will be credited with additional RSUs (the “Dividend RSUs”) as of each dividend payment date in respect of which cash dividends are paid on Common Shares. The number of Dividend RSUs credited to a Participant’s Account in connection with the payment of dividends on Common Shares will be based on the actual amount of cash dividends that would have been paid to such Participant had he or she been holding such number of Common Shares equal to the number of RSUs credited to the Participant’s Account on the date on which cash dividends are paid on the Common Shares and the market price of the Common Shares on the payment date. Note that the Company is not obligated to pay dividends on Common Shares.

Resignation, Termination, Leave of Absence or Death

Generally, if a Participant’s employment or service is terminated, or if the Participant resigns from employment with the Company, then all RSUs held by the Participant (whether vested or unvested) shall terminate automatically upon the termination of the Participant’s service or employment.

In the event a Participant is terminated by reason of (i) termination by the Company other than for cause or (ii) the Participant’s death, the Participant’s unvested RSUs shall vest automatically as of such date. In the event the termination of the Participant’s services is by reason of voluntary resignation, only the Participant’s unvested RSUs shall terminate automatically as of such date.

Change of Control

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

Adjustments

In the event there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the CSE where necessary, appropriate substitution or adjustment in (i) the number or kind of Common Shares or other securities reserved for issuance pursuant to the RSU Plan, and (ii) the number and kind of Common Shares or other securities subject to unsettled and outstanding RSUs granted pursuant to the RSU Plan.

Other Provisions

The Stock Option Plan contains provisions governing the acceleration of the vesting of options in the event of a change of control of the Company or in the event of a take‐over proposal.

 

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth aggregated information as at July 5, 2023, with respect to the Companies option plan as amended and accepted by shareholders at the AGM held August 18, 2022, which together with the RSU Plan, are the only compensation plans under which equity securities of the Company are authorized for issuance to employees or nonemployees such as directors and consultants:

 

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Securityholders	650,000 options Nil RSU’s	$0.35	4,271,497 0ptions 4,921,497 RSU’s
Equity compensation plans not approved by securityholders	NIL	N/A	**
Total	650,000 Options Nil RSU’s		4,271,497 Options 4,921,497 RSU’s

 

Employment, consulting and management agreements

The Company does not presently have any arrangements with any external management company to provide executive management services to the Company. Management functions of the Company are substantially performed by directors or senior officers of the Company.

Termination and Change of Control Benefits

The Company does not have any plan, contracts, or arrangements in place with any NEO that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive), as a result of resignation, retirement, change of control, etc. or if his / her responsibilities change following a change of control.

Oversight and description of director and named executive officer compensation

Compensation of Directors

All tasks related to developing and monitoring the Company’s approach to the compensation of NEOs and directors are performed by the members of the Board. The compensation of NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria. NEOs that are also directors of the Issuer are involved in discussions relating to compensation, but disclose their interest in, and abstain from voting on, decisions relating to their respective compensation.

The overall objective of the Company’s compensation strategy is to offer short, medium and long‐term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest calibre, and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the CEO, if any, in this regard.

 

The Company currently has a short‐term compensation component in place, which includes the accrual and/or payment of salaries and management fees to certain NEOs, and a long‐term compensation component in place, which may include the grant of Options under the Stock Option Plan. The Company intends to further develop these compensation components. The Board may in the future consider, on an annual basis, an award of bonuses to key executives and senior management. The amount and award of such bonuses is expected to be discretionary, depending on, among other factors, the financial performance of the Issuer and the position of the executive. The Board considers that the payment of such discretionary annual cash bonuses may satisfy the medium‐term compensation component.

The objectives of the Company’s compensation policies and procedures are to align the interests of the Issuer’s employees with the interests of the stockholders. Therefore, a significant portion of total compensation granted by the Issuer, being the grant of Options and RSUs, is based upon overall corporate performance. The Company relies on Board discussion without formal objectives, criteria and analysis, when determining executive compensation. There are currently no formal performance goals or similar conditions that must be satisfied in connection with the payment of executive compensation.

Pension disclosure

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans currently in place or proposed at this time.

Section 5 – Audit Committee

The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Company’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company’s external auditors.

The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Company’s financial strategies, its financing plans and its use of the equity and debt markets.

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

Audit Committee Charter

The text of the Company’s Audit Committee Charter is attached hereto as Schedule “A” to this Information Circular.

 

 

 

 

Composition of Audit Committee

The current members of the Audit Committee are Lindsey Perry Jr.‐Chairperson , Mark Ireton and Ashleigh Vogstad . Messer Ireton considered independent pursuant to NI 52‐110. Mr. Perry Jr. is not considered independent as the is an executive officers of the Company. All members of the Audit Committee are financially literate.

 

NI 52‐110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.

NI 52‐110 provides that 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 Company’s financial statements.

All of the Audit Committee members have the ability to read and understand 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 Company’s financial statements.

Relevant Education and Experience

All of the Audit Committee members are senior‐level businesspeople with experience in financial matters; each has an understanding of accounting principles used by the Company to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.

In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors or officers of public companies other than the Company. See Section 6 ‐ Corporate Governance – Directorships in Other Public Companies.

Lindsey R. Perry Jr.

Mr. Perry is a retired businessman and entrepreneur. He is the former owner of The Tristram’s Group Inc., a property management firm in Nantucket MA and has a Bachelor of Science degree majoring in accounting from Bucknell University.

Mark Ireton

Mr. Ireton is a Banker by profession with over 30 years of experience in all areas of commercial mid‐market lending. He is versed in both public and private transactions, reorganizations, acquisitions divestitures in a variety of sectors that include wholesale distribution, manufacturing, aviation, transportation, construction, excavation, post production and oil service.

Ashleigh VogstadMs.

Vogstad founded channel agency, Transcends Marketing (TM), on a passion for people and is a strong advocate for diversity in STEM careers. TM accelerates growth for B2B tech companies from startups to Fortune 500’s like Microsoft. Ashleigh actively supports the entrepreneurial business community with a position on Microsoft’s Geo Expansion council and as a board member for Global Wellness Strategies, a fund        for                                  purpose-driven        health                                  brands.

 

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors.

 

Reliance on Certain Exemptions

In respect of the Company’s most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52‐110 or an exemption from NI 52‐110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52‐110. In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of NI 52‐110 with respect to compliance with the requirements of Part 5 (Reporting Obligations) of NI 52‐110.

Pre-Approval Policies and Procedures for Non-Audit Services

The Audit Committee has not adopted specific policies and procedures for the engagement of non‐audit services. Subject to the requirements of NI 52‐110, the engagement of non‐audit services is considered by the Company’s Board, and where applicable the audit committee, on a case‐by‐case basis.

External Auditor Service Fees

In the following table, “Audit Fees” are fees billed by the Company’s external auditors for services provided in auditing the Company’s annual financial statements for the subject year. “Audit‐related Fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax Fees” are billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All Other Fees” are fees billed by the auditors for products and services not included in the foregoing categories.

 

 

The fees paid by the Company to its auditors in each of the last two (2) financial years, by category, are as follows:

 

Auditor	Financial Year Ending September 30	Audit Fees(1) ($)	Audit-related Fees(2) ($)	Tax Fees(3) ($)	All Other Fees(4) ($)
Shim & Associated LLP	2022	$35,000	Nil	Nil	$35,000
DMCL(5)	2021	42,512	Nil	1,575	Nil

NOTES:

⁽¹⁾       The aggregate audit fees billed.

⁽²⁾       The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not included under the heading “Audit Fees”.

⁽³⁾       The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

⁽⁴⁾       The aggregate fees billed for products and services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

⁽⁵⁾       DMCL resigned as auditor of the Company effective October 6, 2022, and SHIM & Associates LLP was appointed for the completion of the annual financial statements.

 

 

Section 6 – Corporate Governance

GENERAL

National Instrument 58‐101 ‐ Disclosure of Corporate Governance Practices (“NI 58-101”) provides guidelines on corporate governance disclosure for venture issuers as set out in Form 58‐101F2 and requires full and complete annual disclosure of a listed company’s systems of corporate governance with reference to National Policy 58‐201 – Corporate Governance Guidelines (the “Guidelines”). Where a company’s corporate governance system differs from the Guidelines, each difference and the reason for the difference is required to be disclosed. The Company’s approach to corporate governance is provided below.

 

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day‐to‐day management of the Company. The Board is committed to sound corporate governance practices that are both in the interest of its Shareholders and contribute to effective and efficient decision making. National Policy 58‐201 ‐ Corporate Governance Guidelines establishes corporate governance guidelines that apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. NI 58‐101 mandates disclosure of corporate governance practices for Venture Issuers in Form 58‐101F2, which disclosure is set out below.

COMPOSITION OF THE BOARD OF DIRECTORS

All of the proposed nominees for election as a director at the 2023 Annual General Meeting are current directors of the Company. Form 58‐101F1 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52‐110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. “Material relationship” is defined as a relationship that could, in the view of the company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board regularly reviews executive compensation and the grant of stock options.

To facilitate the directors of the Company functioning independent of management, where appropriate, during regularly scheduled meetings, non‐independent directors and members of management are excluded from certain discussions.

MANDATE OF THE BOARD

The Board is elected by and accountable to the shareholders of the Company. The mandate of the Board is to continually govern the Company and to protect and enhance the assets of the Company in the long‐term best interests of the Shareholders. The Board will annually assess and approve a strategic plan which takes into account, among other things, the opportunities and the identification of the principal risks of the issuer’s business, and ensuring the implementation of appropriate systems to manage these risks.

DIRECTORSHIPS IN OTHER PUBLIC COMPANIES

The following directors of the Company are also directors of other reporting issuers (or the equivalent) as set forth below:

 

DIRECTOR NAME	REPORTING ISSUER
Mark Ireton	Victory Resources Corp. – CSE Medaro Mining Corp. ‐ CSE
Meris Kott	Shiny Health and Wellness Corp. ‐ TSXV

 

ORIENTATION AND CONTINUING EDUCATION

 

The Board has not adopted a formal policy on the orientation and continuing education of new and current directors. When a new director is appointed, the Board delegates individual directors the responsibility for providing an orientation and education program for any new director. This may be delivered through informal meetings between the new directors and the Board and senior management, complemented by presentations

 

on the main areas of the Company’s business. When required the Board may arrange for topical seminars to be provided to members of the Board or committees of the Board. Such seminars may be provided by one or more members of the Board and management or by external professionals.

New directors are briefed on strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company’s size and current level of operations. However, if the growth of the Company’s operations warrants it, it is likely that a formal orientation process will be implemented.

The skills and knowledge of the Board of Directors as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Company’s records. Reference is made to the table under the heading “Election of Directors” for a description of the current principal occupations of the members of the Company’s Board.

ETHICAL BUSINESS CONDUCT

The Board has determined that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation, common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest are sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Furthermore, the Board promotes fair dealing with all its stakeholders and requires compliance with the laws of each jurisdiction in which the Company operates.

The directors and officers of the Company 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 an officer and director of the Company and as officer and director of such other corporations. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable to comply with the conflicts of interest provisions of the Business Corporations Act (British Columbia) and relevant securities regulation in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director is required to declare the nature and extent of his interest and is not entitled to vote on any matter that is the subject of the conflict of interest.

NOMINATION OF DIRECTORS

The Board as a whole determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the individual Board members, including both formal and informal discussions among Board members and the CEO. The current size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing current directors. Proposed directors’ credentials are reviewed and discussed amongst the members of the Board prior to the proposed director’s nomination.

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

 

COMPENSATION

The Company has not established a formal compensation committee. The Board of Directors reviews, as needed, compensation to directors and to officers with respect to industry comparables and with regards to the particular circumstances of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

Committees of the Board are an integral part of the Company’s governance structure. At the present time, the only standing committee is the Audit Committee. Please see the table under the heading “Election of Directors” in this Circular for disclosure of the membership of the committee.

The Committees of the Board of Directors are responsible for: (i) developing and recommending to the Board a set of corporate governance principles applicable to the Company to ensure that the Company’s corporate governance system is effective in discharge of its obligations to the Company’s stakeholders; (ii) identifying individuals qualified to become new Board members and to recommend to the Board new director nominees from time to time; (iii) establishing and administering a process (including a review by the full Board and discussion with management) for assessing the effectiveness of the Board as a whole and the committees of the Board; (iv) assisting the Board in overseeing the process of evaluation of the Board, its committees and individual directors; (v) establishing, administering and evaluating the compensation philosophy, policies and plans for non‐employee directors and executive officers; and (vi) ensuring that the Company has in place programs to attract and develop management of the highest caliber and a process to provide for the orderly succession of management.

ASSESSMENTS

The board has not, as yet, established procedures to formally review the contributions of individual directors. At this point, the directors believe that the board’s current size facilitates informal discussion and evaluation of members’ contributions within that framework.

Section 7 – Other Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended September 30, 2022, and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of the Company, nor any nominee for election as a director of the Company, nor any associate of any such person, was indebted to the Company for other than “routine indebtedness”, as that term is defined by applicable securities legislation; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Applicable securities legislation defines “informed person” to mean any of the following: (a) a director or executive officer of a reporting issuer; (b) a director or officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. Except as otherwise disclosed herein, no informed persons had (or has) any interest in any transaction with the

 

Company since the commencement of our most recently completed financial year ended September 30, 2022, or in any proposed transaction, that has materially affected the Company or is likely to do so.

MANAGEMENT CONTRACTS

The management functions of the Company are not to any substantial degree performed by any person other than the executive officers and directors of the Company.

ADDITIONAL INFORMATION

Financial information about the Company is included in the Company’s financial statements and Management’s Discussion and Analysis for the financial year ended September 30, 2022, which have been electronically filed with regulators and are available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Copies may be obtained without charge upon request to the Company at Suite 1100 – 1111 Melville Street, Vancouver, BC V6E 3V6. You may also access the Company’s public disclosure documents through the Internet on SEDAR at www.sedar.com.

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to the shareholders have been approved by the Directors of the Company.

Dated at Vancouver, British Columbia, this 3^rd day of July, 2023

BY ORDER OF THE BOARD

Signed: “Meris Kott”

Meris Kott

President, Chief Executive Officer and Director

 

SCHEDULE “A”

 

THE AUDIT COMMITTEE CHARTER

 

The Audit Committee’s mandate and charter can be described as follows:

 

1. Each member of the Audit Committee shall be a member of the Board, in good standing, and the majority of the members of the Audit Committee shall be independent in order to serve on thiscommittee.

 

2. At least one of the members of the Audit Committee shall be financially

 

3. Review the Audit Committee’s charter annually, reassess the adequacy of this charter, and recommend any proposed changes to the Board. Consider changes that are necessary as a result of new laws orregulations.

 

4. The Audit Committee shall meet at least four times per year, and each time the Company proposes to issue a press release with its quarterly or annual earnings information. These meetings may be combined with regularly scheduled meetings, or more frequently as circumstances may require. The Audit Committee may ask members of the management or others to attend the meetings and provide pertinent information as

 

5. Conduct executive sessions with the outside auditors, outside counsel, and anyone else as desired by the Audit

 

6. The Audit Committee shall be authorized to hire outside counsel or other consultants as necessary (this may take place any time during the year).

 

7. Approve any non-audit services provided by the independent auditors, including tax services. Review and evaluate the performance of the independent auditors and review with the full Board any proposed discharge of the independent auditors.

 

8. Review with the management the policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.

 

9. Consider, with the management, the rationale for employing accounting firms rather than the principal independent

 

10. Inquire of the management and the independent auditors about significant risks or exposures facing the Company; assess the steps the management has taken or proposes to take to minimize such risks to the Company; and periodically review compliance with such

 

11. Review with the independent auditor, the audit scope and plan of the independent auditors. Address the coordination of the audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.

 

12. Inquire regarding the “quality of earnings” of the Company from a subjective as well as an objective

 

13. Review with the independent accountants: (a) the adequacy of the Company’s internal controls including computerized information systems controls and security; and (b) any related significant findings and recommendations of the independent auditors together with the Management’s responses

 

14. Review with the management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if

 

15. Review with the management the annual financial reports before they are filed with the regulatory

 

authorities.

 

16. Review with the independent auditor that performs an audit: (a) all critical accounting policies and practices used by the Company; and (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with the management of the Company, the ramifications of each alternative and the treatment preferred by the

 

17. Review all material written communications between the independent auditors and

 

18. Review with the management and the independent auditors: (a) the Company’s annual financial statements and related footnotes; (b) the independent auditors’ audit of the financial statements and their report thereon;

(c) the independent auditor’s judgments about the quality, not just the acceptability, of the Company’s accounting principles as applied in its financial reporting; (d) any significant changes required in the independent auditors’ audit plan; and (e) any serious difficulties or disputes with the management encountered during the audit.

 

19. Review the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization. Review any complaints that might have been received, current status, and resolution if one has been reached.

 

20. Review procedures for the confidential, anonymous submission by employees of the organization of concerns regarding questionable accounting or auditing matters. Review any submissions that have been received, the current status, and resolution if one has been

 

21. The Audit Committee will perform such other functions as assigned by law, the Company’s articles, or the