YOU ARE STRONGLY URGED TO READ THE ACCOMPANYING BIOX CORPORATION MANAGEMENT INFORMATION CIRCULAR DATED AUGUST 8, 2017 AND THE APPENDICES ATTACHED THERETO BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

LETTER OF TRANSMITTAL

FOR REGISTERED HOLDERS OF OPTIONS OF BIOX CORPORATION

For Use in Connection with the Arrangement Involving BIOX Corporation, its Shareholders, FP Resources Limited, CFFI Ventures Inc. and 10293547 Canada Limited

This Letter of Transmittal is for use by registered holders (“ Optionholders ”) of stock options (“ BIOX Options ”) of BIOX Corporation (“ BIOX ”) in connection with a proposed acquisition of BIOX by 10293547 Canada Limited (the “ Purchaser ”) by way of a plan of arrangement (the “ Arrangement ”), as described in the management information circular dated August 8, 2017 (the “ Circular ”), that is being submitted for approval at the special meeting of shareholders of BIOX scheduled to be held on September 7, 2017 (the “ Meeting ”). Optionholders are referred to the Circular, including the appendices that form part of and are incorporated into the Circular that accompanies this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal that are used in the Circular have the respective meanings set out in the Circular, including the appendices attached thereto.

In order to receive the Option Consideration, as more particularly described in the Circular, each Optionholder must submit this Letter of Transmittal, properly completed and duly executed and ensuring it is received, together with all other required documents, at one of the addresses set forth on the last page of this Letter of Transmittal after the Effective Date (as defined below) of the Arrangement.

Optionholders are not required to deposit a certificate representing the BIOX Options held by them with Computershare Trust Company of Canada (the “Depositary”) in order for Optionholders to receive the Option Consideration to which they are entitled.

The effective date of the Arrangement is anticipated to be as soon as practicable after the date that the shareholders of BIOX approve the Arrangement, the Court has approved the Arrangement, all required regulatory approvals have been received and all other conditions to the transaction have been satisfied or waived (the “ Effective Date ”).

Optionholders who have properly completed, duly executed and delivered this Letter of Transmittal and all other required documents will receive for every one BIOX Option held the positive difference between CDN$1.23 and the exercise price of the BIOX Option in cash, without interest (the “ Option Consideration ”).

Please read the Circular carefully, including the appendices thereto, and the instructions set out below before completing this Letter of Transmittal.

TO: BIOX Corporation

AND TO: 10293547 Canada Limited

AND TO: Computershare Trust Company of Canada, at its addresses set out on the last page of this Letter of Transmittal

The undersigned Optionholder hereby irrevocably deposits the BIOX Options held by the undersigned, details of which are as follows. Each Optionholder will receive the positive difference between CDN$1.23 and the exercise price of the BIOX Option in cash, without interest, for every one BIOX Option held.

Figure 1: Description of BIOX Options Transmitted.

Note: If space is insufficient, please attach a separate schedule to this Letter of Transmittal as outlined in Instruction 6(a).

It is understood that upon receipt and deposit of: (i) this Letter of Transmittal, and (ii) any other required documentation, and following the Effective Date, BIOX or its agent will send to the undersigned a cheque representing the Option Consideration to which the undersigned is entitled under the Arrangement. The cheque representing the Option Consideration will be in the name of the Optionholder set forth below. The undersigned Optionholder covenants, represents and warrants that (i) the undersigned is the owner of the BIOX Options being deposited, (ii) such BIOX Options are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims, (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal, and all information inserted into this Letter of Transmittal by the undersigned is accurate, and (iv) the undersigned will not transfer or permit to be transferred any of such deposited BIOX Options. Under no circumstances will interest accrue or be paid by BIOX, the Purchaser or the Depositary on the Option Consideration to persons depositing BIOX Options with the Depositary, regardless of any delay in making any payment for the BIOX Options.

The covenants, representations and warranties of the undersigned herein contained survive the completion of the Arrangement. The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the BIOX Options being deposited. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the deposited BIOX Options. Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal survives the death or incapacity of the undersigned and any obligation of the undersigned hereunder is binding upon the heirs, legal representatives, successors and assigns of the undersigned.

The undersigned instructs the Depositary to issue the cheque representing Option Consideration promptly after receipt of this Letter of Transmittal, and mail such cheque by first class insured mail, postage prepaid, to the undersigned, or to hold such cheque for pick-up, in accordance with the instructions given below. If the Arrangement is not completed, the deposited BIOX Options and all other ancillary documents will be returned to the undersigned in accordance with the instructions given below. The undersigned recognizes that neither BIOX nor the Purchaser has any obligation pursuant to the instructions given below to provide the Option Consideration if the Arrangement is not completed.

By reason of the use by the undersigned of an English language form of this Letter of Transmittal, the undersigned is deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une version anglaise de la présente lettre d’envoi, le soussigné est réputé avoir demandé que tout contrat attesté dans le cadre du plan d’arrangement, qui est accepté au moyen de la présente lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en anglais.

This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Please review carefully the instructions below in completing the following information:

A. Issuance of Cheque

Issue cheque representing Option Consideration in the name of:

B. Delivery Instructions

To be completed ONLY if the Option Consideration is to be sent to someone other than the registered holder or to an address other than the address of the registered holder.

□ Mail to the same address as Box A OR

(Name) (please print)

□ Mail to the name and address below:

(Street Address)

(Name) (please print)

(City) (Province or State) (Postal or Zip Code)

(Street Address)

(Country)

(City) (Province or State) (Postal or Zip Code)

(Telephone – Business Hours)

(Country)

Canadian residents (other than trusts) must provide their Social Insurance Number or Business Number.

(Telephone – Business Hours)

U.S. residents/citizens must provide their Taxpayer Identification Number:

C. Pick Up Instructions

• Hold cheque representing Option Consideration for pick-up at the office of the Depositary at the address which is shown on the last page of this Letter of Transmittal.

D. Currency Election

ALL CASH PAYMENTS WILL BE ISSUED IN CANADIAN DOLLARS UNLESS OTHERWISE ELECTED BELOW

• Issue my cash entitlement payment(s) in United States Dollars

• By electing to receive payment in another currency, the undersigned acknowledges that (a) the exchange rate used will be the rate established by Computershare, in its capacity as foreign exchange service provider to BIOX, on the date the funds are

SIGNATURE GUARANTEE:
DATED: , 2017
Signature guaranteed by:
(if required under Instruction 3)
(Signature of holder or authorized representative)
Authorized Signature
(Signature of any joint holder)
Name of Guarantor (Please print)
(Name of Optionholder) (Please print)
Address (Please print)
(Name of authorized representative) (Please print)
Area Code and Telephone Number

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INSTRUCTIONS:

1. Use of Letter of Transmittal

• (a) In order to be eligible to receive the Option Consideration, this Letter of Transmittal must be received by the Depositary, together with all other required documents, at one of the addresses set forth on the last page of this Letter of Transmittal.

• (b) The method used to deliver this Letter of Transmittal and all other required documents is at the option and risk of the Optionholder, and delivery will be deemed to be effective only when such documents are actually received. BIOX recommends that the necessary documentation be hand delivered to the Depositary at the address set forth on the last page of this Letter of Transmittal and a receipt obtained; otherwise the use of registered, insured mail, with return receipt requested, is recommended.

2. Signatures

This Letter of Transmittal must be filed in, dated and signed by the holder of the BIOX Options or by such holder’s duly authorized representative in accordance with Instruction 4.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the BIOX Options, such signature must be guaranteed by a Canadian Schedule I chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) (collectively, an “ Eligible Institution ” ), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). Members of STAMP, SEMP and MSP are usually members of a recognized stock exchange in Canada and in the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of authority to act. Any of BIOX, the Purchaser or the Depositary in their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

If the box entitled “Delivery Instructions” is not completed, the cheque representing the Option Consideration issued in exchange for BIOX Options will be mailed to the depositing Optionholder at the address of the Optionholder as it appears in this Letter of Transmittal. If no address of the Optionholder is provided in this Letter of Transmittal, then it will be mailed to the address of the Optionholder as it appears on the securities register of BIOX.

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6. Miscellaneous

• (a) If the space provided above in “Figure 1: Description of BIOX Options Transmitted” is insufficient, the requested information should be set out on a separate list and attached to this Letter of Transmittal.

• (b) If BIOX Options are registered in different forms (e.g., “John Doe” and “J. Doe”), a separate Letter of Transmittal should be signed for each different registration.

• (c) The undersigned must indicate whether the beneficial owner of the BIOX Options held by the undersigned is a resident or non-resident of Canada under the Income Tax Act (Canada) by providing their Social Insurance Number/Business Identification for Canadian residents or Tax Identification Number for U.S. residents.

• (d) Additional copies of this Letter of Transmittal may be obtained from the Depositary at the address set forth on the last page of this Letter of Transmittal.

• (e) The Purchaser reserves the right, if it so elects, in its absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by the Depositary.

7. Privacy Notice

The Depositary is committed to protecting personal information. In the course of providing services, the Depositary receives non-public personal information about optionholders from transactions the Depositary performs, forms an optionholder may send to the Depositary or other communications the Depositary may have with an optionholder and its representatives. This information could include an optionholder’s name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer an optionholder’s account, to better serve client needs and for other lawful purposes relating to its services. The Depositary has prepared a Privacy Code to tell optionholders more about its information practices and how their privacy is protected. It is available at the Depositary’s website, at www.computershare.com, or by writing to the Depositary at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. The Depositary will use any information a Optionholder provides with this Letter of Transmittal in order to process a Optionholder’s request and will consider a Optionholder’s submission of this Letter of Transmittal as its consent to the above.

8. Payment Entitlement Pickup Locations

Entitlements may be picked up at applicable Computershare office locations with Counter services. Pick-up instructions must be selected in Box C. Below are the applicable Computershare office locations:

Computershare Trust Company of Canada (see below for addresses and telephone number) or your broker or other financial adviser will be able to assist you in completing this Letter of Transmittal.

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IT IS STRONGLY RECOMMENDED THAT PRIOR TO COMPLETING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED READ THE ACCOMPANYING CIRCULAR, INCLUDING THE APPENDICES THERETO.

The Depositary is: Computershare Trust Company of Canada

By Mail

P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporate Actions

By Hand, Courier or Registered Mail

100 University Avenue 8th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

Toll Free Telephone: 1-800-564-6253 General E-Mail: [email protected]

Any questions and requests for assistance may be directed by Optionholders to the Depositary at its telephone numbers and locations set out above.

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