Tsxv Escrow Agreement

| 0

The current CPC Directive imposes restrictive trust conditions for securities held by directors, senior executives and other holders of Seed shares acquired prior to the closing of an initial public offering of CPC („IPO“) with a discount on the IPO price. Securities held by the latter for deposit purposes are generally subject to transfer restrictions until the conclusion of a qualifying transaction under which these securities are released over a period of eighteen months for Tier 1 issuers or, more often, for a period of 36 months for Tier 2 issuers. A resulting issuer may amend its existing CPC trust agreement to follow the trust terms authorized by the revised Directive 2.4 and the revised CPC trust agreement, including the 18-month release plan and the immediate release of trust securities that are no longer subject to the trust, provided that the CPC obtains prior authorisation from the shareholders (at the shareholders` meeting or in writing in Z 1995). In addition, the resulting issuer must issue a press release at least seven business days prior to the effective date of such an amendment, in which it must make known its intention to amend the CPC Trust Agreement and request acceptance of the TSXV. As part of the conclusion of the qualifying transaction, Rodney Gelineau (President, Chief Executive Officer and Chief Executive Officer of the Company) acquired ownership of 14,600,000 common shares and options for the acquisition of 250,000 common shares, the approximately 19.4 {ed42860238f2bc160b5c7b7b2c27c27c4d906b93f28eb79282ac33944e22222222222222222222222222204e2222222204e2222204e22 282222260238b238f2bc 160b5c7b7b7b7b2c27c4d906b93f28eb792ac33944e2ed} including the exercise of B options. The common shares acquired by Mr. Gelineau were acquired for investment purposes. In the future, Mr. Gelineau may acquire other securities of the company, dispose of some or all of the securities he currently holds, or maintain his current position. Mr. Gelineau entered into a surplus Security Escrow Agreement (with respect to 14,000,000 common shares) on July 16, 2018 and agreed to be bound by a previous CPC Escrow agreement (with respect to 600,000 common shares). Each of the above agreements provides for 36-month trust restrictions for the common shares held by Mr.

Gelineau, with different conditions of release. The CPC Trust Agreement provides that ten percent (10%42860238f2bc160b5c7b7b7b7c27c27c4d906b928eb79282ac33944e2ed} of these incorporated shares may be released after receipt of final approval from the Exchange, and another fifteen percent (15%42860238f2bc160b5c7b7b2c27c27c27c4d906b93f28eb79282ac3944e2ed4}) in each of the six months, twelve months, eighteen months, twenty-four months, thirty months and thirty-six months of such authorization may be issued. The surplus trust service provides that five percent (5%42860238f2bc160b5c7b7b7c27c27c4d906b928eb792828ac33944e2ed4}) can be released upon receipt of final exchange approval; 5% more (5%42860238f2bc160b5c7b7b2c27c27c4d906b93f28eb79282ac3944e2ed4}) in six (6) months; 10% additional (10%22860238f2bc160b5c7b7b2c27c27c906b928eb792828ac33944e2ed4}) renewable for twelve (12) and eighteen (18) months; Fifteen additional percent (15{ed42860238f2bc160b5c7b7b62c27c27c906b93f28eb7928ac33944e2ed4}) released in each of the twenty-four (24) and thirty (30) Months and forty percent (40{ed42860238f2bc160b5c7b7b7c27c27c27c4d906b93f28eb79282ac33944e2}}) in thirty-six months (36). . . .