ENABLENCE TECHNOLOGIES INC.

NOTICE OF MEETING

and

MANAGEMENT INFORMATION CIRCULAR

for the

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on

MONDAY, JUNE 22, 2026

DATED AS OF MAY 20, 2026

MESSAGE TO SHAREHOLDERS

Dear Shareholders,

On behalf of the Board of Directors and management of Enablence Technologies Inc. (" Enablence " or the " Company "), we are holding our annual general and special meeting (the " Meeting ") of the holders of common voting shares at the Toronto offices of Bennett Jones LLP located at One First Canadian Place, Suite 3400, Toronto, Ontario, M5X 1A4 on June 22, 2026 commencing at 10:00 a.m. (Toronto Time).

The accompanying information circular (the " Circular ") describes the business that will be conducted at the Meeting and provides information regarding our executive compensation and governance practices.

Registered Shareholders as of the record date of April 24, 2026 can exercise their right to vote on the business before the Meeting either in person or by completing and submitting a proxy. Instructions on how to vote by proxy are included in the accompanying Circular. As shareholder participation at the Meeting is important, the Company encourages shareholders to exercise their right to vote prior to the Meeting by following the instructions set out in the form of proxy or voting instruction form received by shareholders.

To be effective, the enclosed form of proxy must be completed and received by the Company's transfer agent, Computershare Investor Services Inc., 14^th Floor, 320 Bay Street, Toronto, Ontario, M5H 4A6 Attention: Proxy Department, or by facsimile (sent to: 1-866 249-7775) or internet voting or by telephone prior to 10:00 a.m. (Toronto Time) on Thursday, June 18, 2026 or if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time at which any adjourned meeting is to be held, or may be deposited with the Chair of the Meeting at any time prior to the commencement of the Meeting or any adjournment thereof.

If you have questions or need assistance with the completion and delivery of your proxy, you may contact Computershare Investor Services Inc. at 1-800-564-6253 (toll free North America) or 1-514-982-7555 (international).

Sincerely,

(signed) "Todd Haugen" Todd Haugen

CEO, Enablence Technologies Inc.

ENABLENCE TECHNOLOGIES INC.

390 March Road, Suite 119, Ottawa, Ontario K2K 0G7

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting of the shareholders (the " Meeting " including any adjournment or adjournments thereof) of Enablence Technologies Inc. (" Enablence " or the " Company ") will be held on June 22, 2026 at 10:00 a.m. (Toronto time). The Meeting will be held at the Toronto offices of Bennett Jones LLP located at One First Canadian Place, Suite 3400, Toronto, Ontario, M5X 1A4.

The Meeting is held for the following purposes:

to receive the audited consolidated financial statements of the Company for its fiscal year ended June 30, 2025 and June 30, 2024, together with the reports of the auditors thereon, (the " Annual Financial Statements ") and the interim financial statements of the Company for the three and nine months ended March 31, 2025 and 2024;
to elect directors for the ensuing year;
to reappoint MNP LLP as auditors of the Company (the " Auditors ") and to authorize the directors of the Company to fix the Auditors' remuneration;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution (the " Omnibus Plan Resolution "), the full text of which is set forth in the Circular, approving an omnibus equity incentive plan (the " Omnibus Plan ") in the form attached as Schedule "B" to the accompanying Circular; and
to transact such other business as may properly come before the Meeting.

Accompanying this notice are: (i) the Circular containing details of the matters to be dealt with at the Meeting and (ii) a form of proxy (" Proxy ").

Registered Shareholders as of the record date of April 24, 2026 can exercise their right to vote on the business before the Meeting either by attending in person or by completing and submitting a proxy. Instructions on how to vote by proxy are included in the accompanying Circular. To ensure that your vote is recorded, please (a) complete and sign the accompanying Proxy and return it by mail in the enclosed return envelope or by facsimile; or (b) vote electronically by internet. To be effective, proxies must be received by the Company's transfer agent, Computershare Investor Services Inc., 14^th Floor, 320 Bay Street, Toronto, Ontario, M5H 4A6 Attention: Proxy Department, or by facsimile (sent to: 1-866 249-7775) or internet voting or by telephone prior to 10:00 a.m. (Toronto Time) on Thursday, June 18, 2026 or if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time at which any adjourned meeting is to be held, or may be deposited with the Chair of the Meeting at any time prior to the commencement of the Meeting or any adjournment thereof.

ii -

Non-Registered Shareholders, including those who hold common shares of the Company in the name of a bank, trust company, securities dealer or broker, or other intermediary, will receive a voting instruction form that contains voting instructions. The voting instruction form includes detailed instructions on how to complete the form, where to return it and the deadline for returning it, which may be earlier than the deadline for Registered Shareholders. It is important that you read and follow the instructions on the voting instruction form in order to have your vote count. If you are unsure about anything in such voting instructions, contact your bank, trust company, securities dealer or broker, or other intermediary through which you hold your Common Shares.

DATED at Toronto, Ontario on this 20^th day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Derek J. Burney" Chair of the Board of Directors

iii -

ENABLENCE TECHNOLOGIES INC.

390 March Road, Suite 119 Ottawa, Ontario K2K 0G7

MANAGEMENT PROXY CIRCULAR

Solicitation of Proxies

This management proxy circular (the "Circular") is furnished in connection with the solicitation by the management of Enablence Technologies Inc. (" Enablence " or the " Company ") of proxies for use at the annual general and special meeting of shareholders to be held at the Toronto offices of Bennett Jones LLP located at One First Canadian Place, Suite 3400, Toronto, Ontario, M5X 1A4 on June 22, 2026 at 10:00 a.m. (Toronto Time), including any adjournment or adjournments thereof (the " Meeting "), for the purposes set forth in the notice of meeting (the " Notice "). The solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers, employees or representatives of the Company. Any costs of solicitation will be borne by the Company.

The information contained herein is given as at May 20, 2026 unless indicated otherwise. All dollar amounts in this Circular are in Canadian dollars, unless indicated otherwise.

Appointment of Proxies

The persons named in the enclosed form of proxy are directors or officers of the Company. Each shareholder has the right to appoint a person other than the persons named in the enclosed form of proxy ("Proxy"), who need not be a shareholder of the Company, to represent such shareholder at the Meeting. Such right may be exercised by inserting such person's name in the blank space provided in the form of proxy and striking out the other names or by completing another proper form of proxy.

Attending and Voting Instructions

1. Registered Shareholders

There are two methods by which registered shareholders (" Registered Shareholders "), whose names are shown on the books or records of the Company as owning common shares currently issued and outstanding (" Common Shares "), may vote their Common Shares at the Meeting: (i) at the Meeting; or (ii) by Proxy. Should a Registered Shareholder wish to vote at the Meeting, the Proxy included with the Circular should not be completed or returned; rather, the Registered Shareholder should attend the Meeting where his or her vote will be taken and counted. Should the Registered Shareholder not wish to attend the Meeting or not wish to vote in person, his or her vote may be voted by Proxy through one of the methods described below and the Common Shares represented by the Proxy will be voted or withheld from voting, in accordance with the instructions as indicated in the Proxy, on any ballot that may be called for, and if a choice was specified with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

Voting by Mail. A Registered Shareholder may vote by mail or delivery by completing, dating and signing the enclosed Proxy and depositing it with Computershare Investor Services Inc. (the " Transfer Agent ")

using the envelope provided or by mailing it to the Transfer Agent, Attention: Proxy Department, by no later than 10:00 a.m. (Toronto Time) on Thursday, June 18, 2026, or if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned meeting.

Voting by Facsimile. A Registered Shareholder may vote by facsimile by completing, dating and signing the enclosed Proxy and returning it by facsimile to the Transfer Agent at 1-866-249-7775. The Proxy must be received by no later than 10:00 a.m. (Toronto Time) on Thursday, June 18, 2026, or if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned Meeting.

Voting by Internet. A Registered Shareholder may vote by Internet by accessing the following website: www.investorvote.com. When you log on to the site you will be required to input a control number as instructed on the logon page. Please see additional information enclosed with the Circular on the Proxy. Registered Shareholders may vote by Internet up to 10:00 a.m. (Toronto Time) on Thursday, June 18, 2026, or if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned Meeting.

Voting by Telephone. A Registered Shareholder may vote by telephone by calling the toll-free number 1- 866-732-8683. When you telephone you will be required to input a control number as instructed on the Proxy. Please see additional information enclosed with the Circular on the Proxy. Registered Shareholders may vote by telephone up to 10:00 a.m. (Toronto Time) on Thursday, June 18, 2026 or if the Meeting is adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned Meeting.

Voting by mail or the Internet is the only method by which a Registered Shareholder may choose an appointee other than the management appointees named on the Proxy and must be completed by the Registered Shareholder or by an attorney authorized in writing or, if the Registered Shareholder is a corporation or other legal entity, by an authorized officer or attorney.

2. Non-Registered Shareholders (Beneficial Owners)

In the Circular, all references to shareholders are to Registered Shareholders of Common Shares. Only Registered Shareholders of Common Shares, or the person they appoint as their proxy, are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a " NonRegistered Shareholder " or " Beneficial Owner ") are registered either:

(a) in the name of an intermediary (an " Intermediary ") that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans; or
(b) in the name of a clearing agency such as CDS & Co. (the registration name for CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

Common Shares held by your broker or its nominee can only be voted upon your instructions. Without specific instructions, your broker, its agent or its nominee is prohibited from voting your Common Shares. Therefore, beneficial shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , the Company has distributed copies of the Notice, this Circular

and the form of proxy (collectively, the " Meeting Materials ") to Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders of Common Shares.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a NonRegistered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. If you are a Non-Registered Shareholder, your name and address will appear on the voting instruction form sent to you by an Intermediary (bank, broker or trust company). A Non-Registered Shareholder may vote, or appoint a proxy, by mail, telephone, fax or on the Internet in accordance with the voting instruction form. Your Intermediary, as registered holder, will submit the vote or proxy appointment to the Company on your behalf. You must submit your voting instruction form in accordance with the instructions and within the time limits set by your Intermediary. If you or a person you designate plan to attend the Meeting and vote you must appoint yourself or that person as proxy using the voting instruction form.

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a form of proxy or voting instruction form given by an Intermediary by contacting the Intermediary through which the Non-Registered Shareholder's Common Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. In order to ensure that an Intermediary acts upon a revocation of a proxy form or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

Revocation of Proxies

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy and may do so: (1) by delivering another properly executed Proxy bearing a later date and depositing it as aforesaid, including within the prescribed time limits noted above; (2) by depositing an instrument in writing revoking the Proxy executed by the shareholder or by the shareholder's attorney authorized in writing, with (i) Computershare, 14^th Floor, 320 Bay Street, Toronto, Ontario, M5H 4A6 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the Chair of the Meeting, prior to its commencement, on the day of the Meeting or at any adjournment thereof; (3) by attending the Meeting in person and so requesting; or (4) in any other manner permitted by law.

A Non-Registered Shareholder May revoke a voting information form or a waiver of the right to receive Meeting Materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a voting information form or of a waiver of the right to receive Meeting Materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

Voting and Discretion of Proxies

On any ballot that may be called for, the Common Shares represented by Proxies in favour of the persons named by management of the Company will be voted for or against, or voted for or withheld from voting on, the matters identified in the Proxy, in each case in accordance with the instructions of the shareholder. In the absence of any instructions on the Proxy, it is the intention of the persons named by management in the accompanying form of proxy to vote: (a) FOR the election of management's nominees as directors; (b) FOR the appointment of management's nominee as auditor and the authorization of the directors to fix the remuneration of the auditor; (c) FOR the Omnibus Plan Resolution; and (d) FOR any other matters which may properly come before the Meeting.

The accompanying Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations of the matters identified in the Notice or any other matters that may properly come before the Meeting. As at the date of this Circular, management of the Company knows of no such amendments, variations or other matters that may properly come before the Meeting other than the matters referred to in the Notice.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Other than as disclosed elsewhere in this Circular, no director, executive officer, or officer of the Company who has held such position at any time since the beginning of the Company's last financial year, each proposed nominee for election as a director of the Company, and associates or affiliates of the foregoing persons, has any material interest, direct or indirect, in any material transaction since the commencement of the Company's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

Voting Shares and Principal Shareholders

As of April 24, 2026 (the " Record Date "), the authorized capital of the Company consisted of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, of which 21,070,195 Common Shares were issued and outstanding and no preferred shares were outstanding.

A holder of record of Common Shares as at the close of business on the Record Date is entitled to one vote for each Common Share held by him or her. The affirmative vote of a majority of the votes cast at the Meeting, or more as indicated, is required for approval of each matter set forth in this Circular.

In accordance with the Canada Business Corporations Act , the Company will prepare a list of holders of Common Shares on the Record Date. Each holder of Common Shares named in the list at the close of business on the Record Date will be entitled to vote the Common Shares shown opposite his or her name on the list at the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over securities carrying in excess of 10% of the voting rights attached to any class of outstanding voting securities of the Company, other than:

Name of Holder	Number of Common Shares of the Company	Percentage of Issued and Outstanding Common Shares of the Company
Daniel John Bordessa	5,915,277⁽¹⁾	28.1%
Paradigm Capital Partners Limited	3,159,823⁽²⁾	15.0%

Note:

(1) Represents Common Shares held directly and indirectly by Daniel John Bordessa.

(2) Represents Common Shares held directly and indirectly by Paradigm Capital Partners Limited.

Particulars of Matters to be Acted Upon

1. Election of Directors

The articles of the Company provide that the board of directors of the Company (the " Board ") may be fixed from time to time by a resolution of the Board. The Board is currently comprised of four directors.

Additional members may be appointed to the Board following the Meeting in accordance with the Canada Business Corporations Act and the articles of the Company.

The following table lists certain information concerning the nominees for election as directors of the Company. The information as to principal occupations and the number of Common Shares beneficially owned or over which control or direction is exercised by each nominee has been furnished by the respective nominees.

Name and province and country of residence	Current position as a director or as an officer	Director since	Principal occupation during past fiveyears	No. of fully diluted common shares (Common Shares and all convertible securities) owned directly or indirectly at May 20, 2026
Derek J. Burney⁽¹⁾ Colorado, U.S.A	Director and Chair of the Board of Directors	September 2, 2022	Advisor to the general partner of Vortex ENA LP (2022). Member of the Microsoft Corporation Executive Team from 2004-2020, having served most recently as Corporate Vice President/Distinguished Evangelist.	32,280 fully diluted common shares (8,280 Common Shares and 24,000 DSUs)
Louis De Jong⁽¹⁾⁽²⁾ Ontario, Canada	Director	December 5, 2012	Executive Vice President of Geotab Inc. Founder and Managing Partner of De Jong & Co.	477,943 fully diluted common shares (103,068 Common Shares, 16,875 options, and 308,000 DSUs)⁽³⁾
Daniel Huff New Jersey, U.S.A.	Director	May 17, 2023	Founder of CHIPSact.com. Co-Founder of a fast growing, VC- backed social networkingstart-up.	N/A
Oded Tal⁽¹⁾ New Jersey, U.S.A.	Director	May 17, 2023	Co-Founder and CEO of the MAX Group. CEO of TSI Semiconductors. Member of Advisory Board of Alpha Motor Corporation and the Board of Directors of Hello Carl.	N/A

Notes:

(1) Member of the Audit Committee.

(2) Chair of the Audit Committee.

(3) De Jong & Co. Inc., a holding company of Louis De Jong, holds 108,068 Common Shares.

The term of office for each director is from the date of the meeting at which he or she is elected until the next annual meeting of shareholders of the Company or until his or her successor is elected or appointed, unless his or her office is vacated before that time in accordance with the by-laws of the Company.

Effective in November 2011, the Company suspended all cash compensation to directors in order to preserve the Company's cash resources. Directors are entitled to participate in the Company's stock option plan, with awards subject to the approval of the Board of Directors. The following sets out additional information with respect to the education, experience and employment history of each of the directors and officers referred to above during the past five years.

Derek J. Burney, Director, Chair of the Board of Directors

Derek J. Burney was appointed to the Board of Directors of the Company on September 2, 2022. Mr. Burney became Chair of the Board of Directors following the Company's Annual General and Special Meeting on March 7, 2024. Mr. Burney was an advisor to the general partner of Vortex ENA LP, a senior secured lender and related party to the Company during 2022, following his retirement from Microsoft. Mr. Burney was a member of the Microsoft Executive Team from 2004-2020, having served most recently as Corporate Vice President with the company. In his time with the company, Mr. Burney led industry technical engagements within the Commercial Software Engineering (CSE) group - a team of over 700 developers worldwide who code with Microsoft's biggest customers, to support them in achieving success using the latest cloud services. He also led the development and release of several of Microsoft's biggest products including Excel, Access, and Windows SharePoint Services. Prior to joining Microsoft, Mr. Burney was President and CEO of Corel Corporation (2000-2004), overseeing the development of all the company's software products.

Louis De Jong, Director, Chair of the Audit Committee

Louis De Jong was appointed to the Board of Directors of the Company in December 2012. Mr. De Jong was appointed CEO on February 11, 2013 until he stepped down as CEO on October 29, 2013. Mr. De Jong is currently an Executive Vice President at Geotab Inc. Previously, Mr. De Jong acted as President & CEO at BSM Technologies Inc. from 2014 until its sale to Geotab Inc. in 2019. Prior roles for Mr. De Jong include Managing Director of Jemeekk Capital Management Inc. from 2004 to 2012, a hedge fund manager on behalf of high net worth and institutional clients focused on small and medium capitalized Canadian companies. From 1998 to 2004, Mr. De Jong was employed by Credit Suisse where he most recently served as Director and Head of Canadian Equities. Mr. De Jong began his career in the investment business at Sprott Securities Inc. in institutional equity sales. Mr. De Jong attended the University of Western Ontario, where he received a B.A. in Economics.

Daniel Huff, Director

Daniel Huff was appointed to the Board of Directors of the Company on May 17, 2023. Mr. Huff is the founder of CHIPSact.com, a prominent source of information on government initiatives for the semiconductor industry, and is also the co-founder of a fast-growing, VC-backed social networking startup. He was previously a senior Presidential advisor in the White House and, prior to that, General Deputy Assistant Secretary for Enforcement at HUD. Mr. Huff has served as counsel to the Chairmen of both the Senate and House Judiciary Committees. Before coming to Washington, he was a management consultant with McKinsey and Company in New York. He is a graduate of Columbia Law School. His work has been featured in numerous outlets including the Wall Street Journal, National Law Journal and LA Times.

Oded Tal, Director

Oded Tal was appointed to the Board of Directors of the Company on May 17, 2023. Mr. Tal is founder and CEO of the MAX Group, the foremost management, operations, and engineering services provider to the semiconductors industry. At MAX, Mr. Tal has held numerous executive roles for clients supporting M&A and presently serves as CEO of TSI Semiconductors where he was instrumental in its transformation and recent sale. Before joining MAX, Mr. Tal held various positions in the semiconductors and automotive industry, in the US and Israel, having previously served in the Israeli Air Force. Mr. Tal is currently on the advisory board of Alpha Motors and the Board of Directors of Hello Carl. Mr. Tal holds a B.Sc. in Industrial Engineering with focus on manufacturing from the University of New Haven, and a Masters in Engineering Management from Ohio State University.

Cease Trade Orders, Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an "order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

Except as noted below, to the knowledge of the Company, no director or proposed director, including any personal holding company of a director or proposed director:

(a) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
(i) was subject to an order that was issued while the director or proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or
(ii) was subject to an order that was issued after the director or 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 of the company; or
(b) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) 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;
(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or proposed director;
(d) 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 since December 31, 2000 or before December 31, 2000, the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or
(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Louis De Jong was a director of the Company when the OSC issued the FFCTO for failing to file its unaudited interim financial statements for the three and nine month periods ending March 31, 2020, related management discussion and analysis, and certification of the interim filings for the period ended March 31, 2020 by the June 1, 2020 deadline as prescribed by National Instrument 51-102 – Continuous Disclosure Obligations .

2. Appointment of Auditors

At the Meeting, it is proposed to re-appoint MNP LLP, Chartered Professional Accountants and Licensed Public Accountants, as auditors of the Company to hold office until the next annual meeting of shareholders, with their remuneration to be fixed by the Board of Directors.

MNP LLP were originally appointed as the Company's auditors on June 6, 2017.

3. Approval of the Company's Omnibus Incentive Plan

On April 29, 2026, the Board approved a hybrid omnibus incentive plan (the " Omnibus Plan "). The Omnibus Plan is comprised of a "rolling up to 10% and fixed up to 10%" plan, within the meaning of TSX Venture Exchange (" TSXV ") Policy 4.4 – Security Based Compensation , under which (i) the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options (as defined below) under the Omnibus Plan, will be equal to 10% of the outstanding Common Shares from time to time (less any Common Shares underlying existing Options granted under existing plans), and (ii) the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the settlement of awards, other than Options, granted under the Omnibus Plan, as of April 29, 2026, will not exceed 2,107,019 Common Shares (less any Common Shares underlying existing awards (other than Options) granted under existing plans).

At the Meeting, shareholders will be asked to consider and if deemed appropriate, approve the Omnibus Plan which provides flexibility to the Company to grant different forms of equity‐based incentive awards to its directors, officers, employees and consultants of the Company or a subsidiary thereof. The Company currently maintains a 20% fixed omnibus equity incentive plan adopted on October 26, 2021 as amended and restated on December 7, 2022, which was last approved by shareholders of the Company on December 7, 2022 (the " Existing Plan "). After careful consideration, the Board has determined that a restructure of the Company's equity compensation framework will better serve the interests of the Company and its Shareholders. Specifically, the implementation of a hybrid Omnibus Plan, with a 10% rolling reserve for Options and a fixed 10% reserve for other awards will allow the Company to preserve the Company's capacity to attract and incentivize talent as the business grows without requiring shareholders to approve periodic increases to a fixed number of reserved shares. At the same time, the fixed pool for other awards provides shareholders with certainty as to the maximum dilutive impact of full-value awards. The Board continues to believe that equity-based compensation is an appropriate way for the Company to ensure that the interests of its Board, its management team and key employees are aligned with its shareholders and to attract and retain the best possible talent. If the Omnibus Plan is approved by the shareholders at the Meeting, the Omnibus Plan will replace the Existing Plan and all future grants of equity‐based awards will be made pursuant to, or as otherwise permitted by, the Omnibus Plan, and no further awards will be made pursuant to the Existing Plan.

In addition, if the Omnibus Plan Approval (as defined herein) is obtained, (i) all of the awards granted under the Existing Plan that are outstanding as of the date of the Meeting, will be automatically migrated and become subject to the Omnibus Plan and such awards shall be governed or deemed to be governed by the provisions of the Omnibus Plan and (ii) no further grants will be made under the Existing Plan and the Existing Plan will be terminated. If the Omnibus Plan Approval is not obtained, the Company expects to continue to use the Existing Plan as part of its long term incentive strategy, in the ordinary course, subject to applicable TSXV rules, and all awards granted under the Existing Plan will continue to be governed by the Existing Plan.

The Board recommends that shareholders vote in favour of the approval of the Omnibus Plan Resolution. The persons named in the form of proxy, unless expressly directed to the contrary in such form of proxy, will vote such proxies FOR the Omnibus Plan Resolution to approve the Omnibus Plan.

A summary of the key terms of the Omnibus Plan is set out below, which is qualified in its entirety by the full text of the Omnibus Plan. A copy of the Omnibus Plan is attached as Schedule "B" hereto.

Purpose:

The purpose of the Omnibus Plan is to permit the Company to grant Awards to Eligible Participants:

(a) to increase the interest in the Company's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Company or a Subsidiary;
(b) to provide an incentive to such Eligible Participants to continue their services for the Company or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a Subsidiary are necessary or essential to its success, image, reputation or activities;
(c) to reward Participants for their performance of services while working for the Company or a Subsidiary; and
(d) to provide a means through which the Company or a Subsidiary may attract and retain able Persons to enter its employment or service.
Eligible Participants: In respect of a grant of Options, any bona fide Director, Officer, Employee, Consultant or Investor Relations Service Provider of the Company or any of its Subsidiaries. In respect of a grant of Share Units, any bona fide Director, Officer, Employee, or Consultant of the Company or any of its Subsidiaries. In respect of a grant of DSUs, any bona fide Director, Officer or Employee of the Company or any of its Subsidiaries; provided however that an Eligible Charitable Organization shall be an Eligible Participant solely in respect of a grant of Charitable Options.

Award Types:

Options, Share Units and DSUs (each an " Award" and, collectively, the " Awards "). Share Units May have vesting criteria attached thereto that is either time-based of a "Restricted Share Unit" (" RSU s") type or performancebased of a "Performance Share Unit" (" PSUs ") type, or both. All Awards are granted by an agreement or other instrument or document evidencing the Award granted under the Omnibus Plan (an " Award Agreement ").

Share Reserve:

The maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options under the Omnibus Plan, will be equal to 10% of the outstanding Common Shares from time to time (less any Common Shares underlying existing Options granted under the Company's Existing Plan and any other Share Compensation Arrangement of the Company, if any).

The maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the settlement of Awards, other than Options, granted under the Omnibus Plan, will not exceed 2,107,019 Common Shares (less any Common Shares underlying existing Awards granted under the Company's Existing Plan and any other Share Compensation Arrangement of the Company, if any).

The share reserve will also be impacted by the " Share Counting" definitions as set out below.

Share Counting:

Each Common Share subject to a Share Unit shall be counted as reserving one Common Share under the Omnibus Plan, each Common Share subject to a DSU shall be counted as reserving one Common Share under the Omnibus Plan, and each Common Share subject to an Option shall be counted as reserving one Common Share under the Omnibus Plan.

Share Recycling:

If an outstanding Award or award made under the Existing Plan (" Existing Awards ") (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if Common Shares acquired pursuant to an Award or Existing Award, as applicable, subject to forfeiture are forfeited, the Common Shares covered by such Award or Existing Award, if any, will again be available for issuance under the Omnibus Plan. Common Shares will not be deemed to have been issued pursuant to the Omnibus Plan with respect to any portion of an Award that is settled in cash. Except in respect of Options, any Common Shares acquired by a Participant under an Award or an Existing Award shall not continue to be issuable under the Omnibus Plan. In respect of Options, the Omnibus Plan is an "evergreen plan" and any Common Shares covered by Options which have been exercised or otherwise settled will be once again available for subsequent grant under the Omnibus Plan.

Participation Limits: Subject to the rules and policies of the Exchanges, the following limits apply to the operation of the Omnibus Plan:

(1) The maximum number of Common Shares that are issuable to Insiders, at any time pursuant to Awards granted under the Plan, or when combined with all of the Company's other Share Compensation Arrangement (including the Existing Plan), cannot exceed ten percent (10%) of the Company's total issued and outstanding Common Shares, unless the Company obtains the requisite disinterested shareholder approval pursuant to the policies of the TSXV.
(2) The maximum number of Common Shares that are issuable to Insiders, within any 12-month period, pursuant to Awards granted under the Plan, or when combined with all of the Company's other Share Compensation Arrangement (including the Existing Plan), cannot exceed ten percent (10%) of the Company's total issued and outstanding Common Shares, unless the Company obtains the requisite disinterested shareholder approval pursuant to the policies of the TSXV.
(3) The maximum number of Common Shares that are issuable pursuant to all
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Awards granted under the Plan, or when combined with all the Company's other Share Compensation Arrangement (including the Existing Plan), granted or issued in any 12-month period to any one Person, cannot exceed five percent (5%) of the Outstanding Issue as of the date of grant or issue, unless the Company obtains the requisite disinterested shareholder approval pursuant to the policies of the TSXV.

(4) The maximum number of Common Shares that are issuable to any one Consultant, within any 12-month period, pursuant to all Awards granted under the Omnibus Plan, or when combined with all the Company's other Share Compensation Arrangement (including the Existing Plan), cannot exceed two percent (2%) of the Outstanding Issue as of the date of grant or issue.
(5) The maximum number of Common Shares that are issuable to all Investor Relations Service Providers, within any 12-month period, pursuant to Options granted under the Omnibus Plan or when combined with all the Company's other Share Compensation Arrangement (including the Existing Plan), cannot exceed two percent (2%) of the Outstanding Issue as of the date of grant or issue.
(6) Options granted to any Investor Relations Service Provider must vest in stages over a period of not less than 12 months, and no acceleration of Options granted to any Investor Relations Service Provider shall be permitted, such that:
(a) no more than ¼ of the Options vest no sooner than three months after the Options were granted;
(b) no more than another ¼ of the Options vest no sooner than six months after the Options were granted;
(c) no more than another ¼ of the Options vest no sooner than nine months after the Options were granted; and
(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.
(7) The maximum number of Common Shares that are issuable to Eligible Charitable Organizations, pursuant to all outstanding Charitable Options (as defined in the Omnibus Plan) must not exceed one percent (1%) of the Outstanding Issue as of the date of grant.
(8) A Charitable Option must expire on or before the earlier of:
(a) the date that is 10 years from the date of grant of the Charitable Option; and
(b) the 90^th day following the date that the holder of the Charitable Option ceases to be an Eligible Charitable Organization.
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(9) Any Award granted pursuant to the Omnibus Plan, or securities issued under the Existing Plan or any other Share Compensation Arrangement, prior to a Participant becoming an Insider, shall be included for the purposes of the limits set out in (2) and (3).
Plan Administration: The Plan shall be administered and interpreted by the board of directors of the Company (the " Board ") or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board. Subject to the terms of the Plan, applicable law and the rules of the Exchanges, the Board (or its delegate) will have the power and authority to: (i) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a " Participant" ), (ii) fix the number of Awards, if any, to be granted to each Eligible Participant and the date or dates on which such Awards shall be granted, (iii) determine the terms and conditions of any Award, including any vesting conditions or conditions based on performance of the Company or of an individual (" Performance Criteria "); and (iv) and make such amendments to the Plan and Awards made under the Plan as are permitted by the Plan and the rules of the Exchanges.

Further information on the vesting and terms of securities issuable under the Omnibus Plan is provided below.

Shares Available for Awards

Subject to adjustments as provided for under the Omnibus Plan:

(a) this Plan is a "rolling" plan as it relates to the number of Common Shares issued upon exercise of Options, and as such, the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options granted under this Plan, shall be equal to 10% of the Outstanding Issue from time to time, less any Common Shares underlying Existing Awards granted under the Existing Plan or other Share Compensation Arrangement of the Company, if any. Any increase or reduction in the Outstanding Issue will result in an increase or reduction, respectively, in the number of Common Shares that are available for the grant of Options under this Plan. This "rolling" plan is considered to be an "evergreen" plan as Common Shares covered by Options which have been exercised or otherwise settled will be available for subsequent grant under this Plan, and the number of Options that may be granted under this Plan increases if the total number of issued and outstanding Common Shares increases; and
(b) this Plan is a "fixed" plan as it relates to the number of Common Shares that are issuable pursuant to all Awards other than Options and as such, the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the settlement of Awards, other than Options, granted under this Plan will not exceed 2,107,019 Common Shares (representing approximately 10% of the Outstanding Issue as of April 29, 2026), less any Common Shares underlying Existing Awards granted under the Existing Plan or other Share Compensation Arrangement of the Company, if any.

As of the Record Date, the Company has 2,881,000 Common Shares (representing approximately 13.7% of the issued and outstanding Common Shares of the Company as of the Record Date) reserved for issuance under Existing Awards pursuant to the Existing Plan. In the event the Omnibus Plan Approval is obtained,

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the Existing Awards under the Existing Plan will automatically be migrated from under the Existing Plan to under the Omnibus Plan and such Existing Awards shall become subject to and governed by the Omnibus Plan.

Disinterested Shareholder approval is also required to exceed the Participation Limits as outlined above under the rules of the TSXV.

Description of Awards

Options

An Option is an option granted by the Company to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at an exercise price set at the time of grant (the " Option Price "). Options are exercisable, subject to vesting criteria established by the Board at the time of grant as set out in the Participant's option agreement (" Option Agreement "). Each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted. Notwithstanding the expiration provisions hereof, if the date on which an Option Term expires falls within a Blackout Period, the expiration date of the Option will be the date that is ten Business Days after the Blackout Period Expiry Date. The Blackout Period must expire following the general disclosure of the undisclosed material information; provided that if an additional Blackout Period is subsequently imposed by the Company during the ten Business Days after the initial Blackout Period, then the Blackout Period Expiry Date shall be the tenth Trading Session following the end of the last imposed Blackout Period. The Omnibus Plan also permits the Board to grant an option holder, at any time, the right to deal with such Option on a cashless exercise basis, in whole or in part by notice in writing to the Company, where the Company has an arrangement with a brokerage firm that certain procedures must take place. The Omnibus Plan also permits the Board to grant an Option holder, at any time the right to deal with such Option on a net exercise mechanism, in whole or in part by notice in writing to the Company. The grant of an Option by the Board shall be evidenced by an Option Agreement.

Share Units

A Share Unit is an Award in the nature of a bonus for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Participant to receive a cash payment equal to the Market Value of a Common Share or at the discretion of the Company (or applicable Subsidiary) one Common Share or any combination of cash and Common Shares as the Company (or applicable Subsidiary) in its sole discretion may determine, pursuant and subject to such restrictions and conditions on vesting as the Board may determine at the time of grant, unless such Share Unit expires prior to being settled. Restrictions and conditions on vesting may, without limitation, be based on the passage of time during continued employment (or other service relationship), in which case the Award is what is commonly referred to as a "Restricted Share Unit" or "RSU", or the achievement of specified Performance Criteria, in which case the Award is what is commonly referred to as a "Performance Share Unit" or "PSU", or both. The issuance of a Share Unit that is not a RSU or PSU is subject to any required prior written approval of the TSXV. The grant of a Share Unit by the Board shall be evidenced by a Share Unit Agreement.

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vested. Subject to the vesting and other conditions and provisions in the Plan and in the Share Unit Agreement, each Share Unit awarded to a Participant shall entitle the Participant to receive on settlement, a cash payment equal to the Market Value of a Common Share or at the discretion of the Company (or applicable Subsidiary) one Common Share or any combination of cash and Common Shares as the Company (or applicable Subsidiary) in its sole discretion may determine, in each case less any applicable withholding taxes.

Deferred Share Units

A deferred share unit (" DSU ") is an Award in the nature of a deferral of payment for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Participant to receive cash or acquire Common Shares, as determined by the Company in its sole discretion, unless such DSU expires prior to being settled. Subject to adjustments and amendments in the Plan, DSUs shall only vest, and a Participant is only entitled to redemption of a DSU, when the Participant ceases to be a director, officer or employee of the Company for any reason, including termination, retirement or death. The grant of a DSU by the Board shall be evidenced by a DSU Agreement.

Subject to the vesting and other conditions and provisions in the Plan and in any DSU Agreement, each DSU awarded to a Participant shall entitle the Participant to receive on settlement, a cash payment equal to the Market Value of a Common Share or at the discretion of the Company (or applicable Subsidiary) one Common Share or any combination of cash and Common Shares as the Company (or applicable Subsidiary) in its sole discretion may determine. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Common Shares in respect of any DSU, and, notwithstanding any discretion exercised by the Company to settle any DSU, or portion thereof, in the form of Common Shares, the Company reserves the right to change such form of payment at any time until payment is actually made.

DSUs will be fully vested on the Termination Date of the applicable Participant; provided that, unless permitted under the rules of the TSXV, no DSU shall vest before the one-year anniversary from the date of grant.

DSUs shall be redeemed and settled by the Company as soon as reasonably practicable following the Participant ceasing to be a director, officer or employee of the Company but in any event not later than December 15 of the year following the calendar year in which the Participant ceases to be any of a director, officer or employee (subject to the general limit that Awards must expire on the date that is no later than 12 months from the date a Participant ceases to be an Eligible Participant). On redemption and settlement, the Company shall deliver the applicable number of Common Shares, or, in the sole discretion of the Company, cash equal to the redemption amount of such DSU specified in the applicable DSU Agreement, subject to the satisfaction of any applicable withholding tax.

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Effect of Termination on Awards

Unless otherwise provided for in an Award Agreement or determined by the Board on an individual basis, in the event of the Participant's:

(a) Resignation : Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Company or a Subsidiary, (i) each unvested Option granted to such Participant shall terminate and become void immediately upon resignation, and (ii) each vested Option granted to such Participant will cease to be exercisable on the earlier of ninety (90) days following the Termination Date and the expiry date of the Option set forth in the Grant Agreement, after which the Option will expire. Additionally, in respect of any Share Units and/or DSUs, the Participant's participation in the Plan shall be terminated immediately, all Share Units and/or DSUs credited to such Participant's Account (as defined in the Omnibus Plan) that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units and/or DSUs shall be forfeited and cancelled on the Termination Date (as defined in the Omnibus Plan).
(b) Termination for Cause : Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option granted to such Participant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Company that the Participant was discharged for Cause shall be binding on the Participant. Additionally, in respect of any Share Units and/or DSUs, the Participant's participation in the Plan shall be terminated immediately, all Share Units and/or DSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units and/or DSUs shall be forfeited and cancelled on the Termination Date.
(c) Termination Without Cause : Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Company or a Subsidiary being terminated without Cause, (i) any unvested Option granted to such Participant shall terminate and become void immediately and (ii) any vested Option granted to such Participant may be exercised by such Participant. Such Option shall only be exercisable within the earlier of a date set forth in the Grant Agreement or the expiry date of the Award set forth in the Grant Agreement, unless otherwise determined by the Board, in its sole discretion, and subject to the rules of the Exchanges, after which the Option will expire; provided that all Options must expire on such date that is no later than twelve (12) months from such date that a Participant ceases to be an Eligible Participant.
(d) Termination Due to Disability or Retirement : Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability, (i) any unvested Option shall terminate and become void immediately, and (ii) any vested Option will cease to be exercisable on the earlier of the ninety (90) days from the date of retirement or the date on which the Participant ceases his or her employment or service relationship with the Company or any Subsidiary by reason of permanent disability, and the expiry date of the Award set forth in the Grant Agreement, after which the Option will expire.
(e) Termination Due to Death : Upon a Participant ceasing to be an Eligible Participant by reason of death, any vested Option granted to such Participant may be exercised by the liquidator, executor or administrator, as the case may be, of the estate of the Participant for that number of Common Shares only which such Participant was entitled to acquire under the respective Options (the " Vested Awards ") on the date of such Participant's death. Such
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Vested Awards shall only be exercisable within twelve (12) months after the Participant's death or prior to the expiration of the original term of the Options whichever occurs earlier. Additionally, in respect of any Share Units and/or DSUs, all unvested Share Units and/or DSUs in the Participant's Account as of such date relating to a Restriction Period in progress shall remain outstanding and in effect pursuant to the terms of the Plan and the applicable Share Unit Agreement or DSU Agreement.

(f) Termination in Connection with a Change of Control : If, after a Change of Control (as defined in the Omnibus Plan) and within twelve (12) months following a Change of Control a Participant who was also an officer, employee or consultant of the Company prior to the Change of Control has their position, employment or consulting agreement terminated without Cause, or the Participant is constructively dismissed, then all unvested Awards of the Participant shall immediately vest and become exercisable, and remain open for exercise until the earlier of their expiry date as set out in the Award Agreement and the date that is twelve (12) months after such termination or dismissal.

Change of Control

In the event of a potential Change of Control (as described in the Omnibus Plan), the Board shall have the power, in its sole discretion, to modify the terms of the Plan and/or the Awards to assist the Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a takeover bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, subject to any required approval of the Exchanges, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Common Shares or other securities tendered to such takeover bid in accordance with the terms of such takeover bid (or the effectiveness of such other transaction leading to a Change of Control).

Assignment

Each Award granted under the Omnibus Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

Amendment or Discontinuance of the Plan

The Board may suspend or terminate the Omnibus Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the Participants provided that such suspension, termination, amendment or revision shall:

(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Omnibus Plan; and
(b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Company, the Exchanges, or any other regulatory body having authority over the Company.
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Subject to the terms of the Omnibus Plan, the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Company make the following amendments to the Omnibus Plan, unless required by law or the requirements of the Exchanges:

(a) any amendment to the vesting provisions, if applicable, of Awards (other than Options granted to Investor Relations Service Providers), or assignability provisions of the Awards;
(b) any amendment which accelerates the date on which any Option (other than Options granted to Investor Relations Service Providers) may be exercised under the Plan;
(c) any amendment necessary to comply with applicable law or the requirements of the Exchanges or any other regulatory body;
(d) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;
(e) any amendment regarding the administration of the Omnibus Plan;
(f) any amendment to add provisions permitting the grant of Awards settled otherwise than with Common Shares issued from treasury (subject to any required prior notifications or approvals of the TSXV), or to adopt a clawback provision applicable to equity compensation; and
(g) any other amendment that does not require the approval of the shareholders of the Company as outlined in the paragraph below.

Notwithstanding the paragraph above, the Board shall be required to obtain disinterested shareholder approval, if required under the rules of the Exchanges, to make the following amendments:

(a) an increase in the maximum number of Common Shares issuable under the Plan, except in the event of an adjustment pursuant to the Omnibus Plan;
(b) except in accordance with the terms of the Omnibus Plan, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price;
(c) any amendment that reduces the exercise price of an Option or extends the term of an Option, if the Participant is an Insider of the Company at the time of the proposed amendment;
(d) any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit beyond the original expiry date or Restriction Period;
(e) any amendment which increases the maximum number of Common Shares that May be issuable under the Plan and any other proposed or established Share Compensation Arrangement pursuant to the Omnibus Plan; and;
(f) any amendment to the definition of Eligible Participant under the Plan,
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provided that Common Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.

Omnibus Plan Resolution

At the Meeting, shareholders will be asked to consider and if thought fit, approve an ordinary resolution ratifying the adoption of the Omnibus Plan. In order to be effective, an ordinary resolution requires approval by a majority of the votes cast by shareholders for such resolution (" Omnibus Plan Approval "). The text of the Omnibus Plan Resolution to be considered at the Meeting will substantially be as follows:

" BE IT RESOLVED as an ordinary resolution of shareholders of Enablence Technologies Inc. (the " Company ") that:

Subject to receipt of any applicable regulatory approval, the adoption of the omnibus incentive plan (the " Omnibus Plan ") as approved by the board of directors of the Corporation (the " Board ") on April 29, 2026, in the form attached as Schedule "B" to the management information circular of the Company dated May 20, 2026, be and is hereby ratified, confirmed and approved.
The Company shall be authorized to award security-based compensation pursuant to and subject to the terms and conditions of the Omnibus Plan, which will be a rolling number of options (as defined in the Omnibus Plan) issuable under the Omnibus Plan up to ten percent (10%) of the issued and outstanding Common Shares from time to time and a fixed number of Awards (as defined in the Omnibus Plan), other than Options, issuable under the Omnibus Plan up to a maximum number of 2,107,019, being ten percent (10%) of the number of issued and outstanding Common Shares as of April 29, 2026.
The Awards to be issued under the Omnibus Plan, and all unallocated Options and other Awards under the Omnibus Plan, be and are hereby ratified and approved.
The outstanding awards under the Company's existing fixed omnibus equity incentive plan as of the date hereof will be automatically migrated and become subject to the Omnibus Plan, and such awards shall be governed or deemed to be governed by the provisions of the Omnibus Plan.
Notwithstanding that this resolution be passed by the shareholders of the Company, the adoption of the proposed Omnibus Plan is conditional upon receipt of any applicable regulatory approvals, and the directors of the Company are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Company, at any time if such revocation is considered necessary or desirable to the directors.
The Board is hereby authorized to make such amendments to the Omnibus Plan from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the Omnibus Plan, the approval of the shareholders.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents and instruments and to perform or cause to be performed all such other acts and things as in such director's or officer's opinion may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized hereby, such
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determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

The form of the Omnibus Plan Resolution set forth above is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the Omnibus Plan Resolution.

Recommendation of the Board of Directors

The Board has determined that the Omnibus Plan is in the best interests of the Company and unanimously recommends that the shareholders vote FOR the Omnibus Plan Resolution. The persons named in the form of proxy, unless expressly directed to the contrary in such form of proxy, will vote such proxies FOR the Omnibus Plan Resolution to approve the Omnibus Plan.

STATEMENT OF EXECUTIVE COMPENSATION

The following information regarding executive compensation is presented in accordance with Form 51102F6V – Statement of Executive Compensation – Venture Issuers .

Named Executive Officers

When used in this section, the term "Named Executive Officer" (" NEO ") means: (a) each CEO; (b) each CFO; (c) the most highly compensated executive officer of the Company, including any of its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the financial year ended June 30, 2025, the Company had three NEOs. Todd Haugen serves as Chief Executive Officer of the Company. Mr. Stan Besko served as the Chief Financial Officer of the Company from September 15, 2023 to January 1, 2026. As of January 1, 2026, Brian Siegel serves as the Chief Financial Officer of the Company. Ashok Balakrishnan serves as the Company's Chief Technology Officer.

Director and Named Executive Officer Compensation Table

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly to the Company's NEOs and directors for each of the Company's two most recently completed financial years for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof.

Name and Position	T Year	able of Compe Salary, consulting fee, retainer or commission (US$)	nsation E Bonus (US$)	xcluding Com Committee or meeting fees (US$)	pensation Se Value of perquisites (US$)	curities Value of all other compensation (US$)	Total compensation (US$)
Todd Haugen⁽¹⁾ CEO	2025 2024	360,000 300,000	100,000 50,000	0 0	0 0	0 0	460,000 350,000
Stan Besko⁽²⁾⁽⁶⁾	2025	99,263	0	0	0	0	99,263

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Name and Position	T Year	able of Compe Salary, consulting fee, retainer or commission (US$)	nsation E Bonus (US$)	xcluding Com Committee or meeting fees (US$)	pensation Se Value of perquisites (US$)	curities Value of all other compensation (US$)	Total compensation (US$)
CFO	2024	89,292	0	0	0	0	89,292
Ashok	2025	192,543	77,254	0	0	0	269,797
Balakrishnan⁽³⁾⁽⁵⁾ CTO	2024	191,867	83,020	0	0	0	274,887
Derek H.	2025	N/A	N/A	N/A	N/A	N/A	N/A
Burney⁽⁴⁾ Former Director	2024	0	0	0	0	83,837	83,837
Louis De Jong⁽⁴⁾	2025	0	0	0	0	0	0
Director	2024	0	0	0	0	0	0
Derek J.	2025	0	0	0	0	0	0
Burney⁽⁴⁾ Director, Chair of the Board of Directors	2024	0	0	0	0	0	0
Daniel Huff⁽⁴⁾	2025	0	0	0	0	0	0
Director	2024	0	0	0	0	0	0
Oded Tal⁽⁴⁾	2025	0	0	0	0	0	0
Director	2024	0	0	0	0	0	0

Notes:

(1) Todd Haugen serves as CEO of the Company. Pursuant to his employment agreement with the Company, he is entitled to a base annual salary of US$360,000 plus a discretionary bonus of between US$80,000 and US$120,000 per fiscal year. Mr. Haugen was appointed CEO on March 21, 2022.
(2) Stan Besko served as CFO for the Company through the end of the fiscal year ending June 30, 2025. He subsequently resigned as effective as of January 1, 2026.
(3) Ashok Balakrishnan serves as CTO of the Company. On September 27, 2021, Mr. Balakrishnan entered into a new employment agreement that is effective as of July 1, 2021. Under the terms of the new employment agreement, Mr. Balakrishnan is entitled to a salary of C$250,000 for the year ended June 30, 2025.
(4) Effective in November 2011, the Company suspended all cash compensation to directors in order to preserve the Company's cash resources. Directors are entitled to participate in the Company's stock option plan, with awards subject to the approval of the Board of Directors. Directors are entitled to awards under the Incentive Plan approved on December 7, 2022.
(5) These compensation were made in Canadian dollars (" C$ ") and have been converted to U.S. dollars (" US$ ") in the chart above at a rate of C$1.3954 = US$1 for the 2025 amounts based on the average CAD: USD exchange rate for the twelve month period ended June 30, 2025 and at a rate of C$1.3551 = US$1 for the 2024 amounts based on the average CAD: USD exchange rate for the twelve month period ended June 30, 2024.
(6) Stan Besko was appointed as CFO September 15, 2023. Pursuant to his consulting agreement with the Company, Mr. Besko was entitled to a daily rate of C$1,100 plus HST. Mr. Besko served as CFO of the Company through the end of the fiscal year ended June 30, 2025. He subsequently resigned from the position of CFO effective as of January 1, 2026.

Stock Options and Other Compensation Securities

The following compensation securities were granted or issued to any NEO or director by the Company or its subsidiaries for the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

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Name and position	Type of compensation security	ensation Date of issue or grant	Securities Issue, conversion or exercise price (C$)	Closing price of security or underlying security on date of grant (C$)	Closing price of security or underlying security at year end (C$)	Expiry Date
Todd Haugen⁽¹⁾ CEO	N/A	N/A	N/A	N/A	N/A	N/A
Daniel Huff Director	N/A	N/A	N/A	N/A	N/A	N/A
Louis De Jong⁽²⁾ Director	N/A	N/A	N/A	N/A	N/A	N/A
Derek J. Burney⁽³⁾ Director, Chair of the Board of Directors	N/A	N/A	N/A	N/A	N/A	N/A
Oded Tal Director	N/A	N/A	N/A	N/A	N/A	N/A
Stan Besko⁽⁴⁾ Former CFO	N/A	N/A	N/A	N/A	N/A	N/A
Ashok Balakrishnan⁽⁵⁾ CTO	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(1) As of June 30, 2025, Mr. Haugen has 500,000 RSUs. Mr. Haugen's RSUs vest equally over three years on the anniversaries of the grant date.

(2) As of June 30, 2025, Mr. De Jong has 308,000 DSUs and 16,875 Options.

(3) As of June 30, 2025, Mr. J. Burney has 24,000 DSUs.

(4) As of June 30, 2025, Mr. Besko does not hold any compensation securities.

(5) As of June 30, 2025, Mr. Balakrishnan has 111,000 RSUs and 223,250 Options.

Exercise of Compensation Securities by Directors and Named Executive Officers

No compensation securities were exercised by any director or NEO during the most recently completed financial year.

External Management Companies

During the fiscal year ended June 30, 2025, the Company's CFO, Stan Besko, was not an employee of the Company. Mr. Besko's relationship with the Company was governed by a consulting agreement. Please refer to "7. Employment, Consulting and Management Agreements – Stan Besko, Former Chief Financial Officer" for more details relating to Mr. Besko's consulting agreement. Subsequent to the end of the fiscal year ended June 30, 2025, Mr. Besko resigned his position effective January 1, 2026.

21 -

Stock Option Plans and Other Incentive Plans

The Company has in effect an amended and restated omnibus equity incentive plan approved by the shareholders of the Company at its annual and special meeting held on December 7, 2022 (the " Incentive Plan "). The Incentive Plan replaced the Company's previous omnibus equity incentive plan approved on October 26, 2021.

Key Terms of the Incentive Plan

Certain employees, consultants, officers and directors of the Company are eligible to receive grants of options, share units and deferred share unit (" DSUs ") under the Incentive Plan.

The Incentive Plan is a fixed plan, which holds that the number of Common Shares of the Company that are issuable to all such awards pursuant to it in aggregate is fixed at 3,717,000 Common Shares. The number of Common Shares available to be granted and reserved for issuance under the Incentive Plan shall not exceed 20% of the issued and outstanding Common Shares of the Company at the time the Incentive Plan was implemented.

Eligible participants under the Incentive Plan are as follows: (a) in respect of a grant of options, any director, employee or consultant of the Company or any of its subsidiaries; (b) in respect of a grant of share units, any director, executive officer, employee or Consultant (as defined in the Incentive Plan) of the Company or any of its subsidiaries other than persons retained to provide Investor Relations Activities (as defined in the Incentive Plan); and (c) in respect of a grant of DSUs, any Non-Employee Director (as defined in the Incentive Plan) other than persons retained to provide Investor Relations Activities (as defined in the Incentive Plan).

All options granted under the Incentive Plan shall vest in accordance with the terms of the option agreement entered into in respect of such options. All share units granted under the Incentive Plan shall vest in accordance with the terms of the share unit agreement entered into in respect of such share units. All DSUs granted under the Incentive Plan shall vest in accordance with the terms of the DSU Agreement entered into in respect of such DSUs. The Board shall determine, at the time of granting the particular option, the period during which the option is exercisable, which shall not be more than ten (10) years from the date of grant of the option.

A description of the key terms of the Incentive Plan can be found in the Company's management information circular dated November 4, 2022 and is qualified in its entirety by the full text of the Incentive Plan, which is appended as Schedule "A" to the Company's management information circular dated November 4, 2022. The management proxy circular dated November 4, 2022 is accessible on SEDAR+ (www.sedarplus.ca) under Enablence's issuer profile.

Employment, Consulting and Management Agreements

Todd Haugen, Chief Executive Officer

The Company and Todd Haugen entered into an employment agreement on February 19, 2022. Mr. Haugen is entitled to a base salary of US$360,000 per annum and a discretionary annual incentive bonus of between US$80,000 and US$120,000 based on performance each fiscal year. For the year ended June 30, 2025, Mr. Haugen received a bonus of US$100,000. Mr. Haugen was also granted an award of time-based RSUs valued at US$200,000 (to a maximum of 250,000 RSUs) and an award of performance RSUs valued at US$200,000 (to a maximum of 250,000 RSUs), following the achievement of specific performance conditions after six months of continuous employment. In the event of termination without cause or a

22 -

departure with good reason, Mr. Haugen would be entitled to six months' base pay plus all accrued vacation still outstanding.

Stan Besko, Former Chief Financial Officer

The Company and Stan Besko entered into a consulting agreement on September 11, 2023 under which Mr. Besko would provide services as a fractional CFO. Mr. Besko was entitled to a daily rate of C$1,100 plus HST with a phased engagement, beginning at three days per week and winding down to one day per week, acting in an advisory capacity. Mr. Besko's consulting agreement was extended with the expectation that he would serve as a fractional CFO to the Company for one to two days per week. Subsequent to the end of the fiscal year ended June 30, 2025, Mr. Besko resigned his position effective January 1, 2026.

Ashok Balakrishnan, Chief Technology Officer

The Company and Ashok Balakrishnan entered into an amended and restated employment agreement on October 16, 2015 for a five-year period. Notwithstanding the expiration of the agreement, Mr. Balakrishnan continued to perform his duties as Co-CEO and CTO of the Company and the agreement was subsequently extended to June 30, 2021 through an extension signed on June 9, 2021 and backdated to the prior expiration date.

On September 27, 2021, the Company and Mr. Balakrishnan entered into a new employment agreement with an indefinite term and effective as of July 1, 2021. The new agreement contains a base salary of C$250,000 commencing December 6, 2021 and the eligibility to receive a retention bonus of C$852,500 (the " Balakrishnan Retention Bonus "). As long as Mr. Balakrishnan remains actively employed by the Company, the Balakrishnan Retention Bonus will be reduced by quarterly cash bonus payments of C$25,000 (with the final payment being C$27,500) commencing March 2023 until the Balakrishnan Retention Bonus has been paid in full. The agreement provides for a severance entitlement in the event of a termination without cause or resignation with good reason equal to the greater of (a) C$852,500 less the aggregate of all amounts previously paid to Mr. Balakrishnan under the Balakrishnan Retention Bonus, and (b) twelve months' base salary plus an amount equal to the average annual bonus paid to Mr. Balakrishnan during the last two fiscal years preceding the date of termination. In the event that Mr. Balakrishnan resigns from the Company voluntarily and without good reason, all amounts outstanding under the Balakrishnan Retention Bonus and the severance payment outlined above will be voided. Under the terms of the new agreement, no remaining amounts are owed to Mr. Balakrishnan in respect of the prior agreements, including former unused vacation entitlements or prior bonus amounts.

The Company also agreed to provide Mr. Balakrishnan with an award of Restricted Share Units of C$200,000 and an award of options to purchase 215,000 Common Shares of the Company. Mr. Balakrishnan served as Co-Chief Executive Officer of the Company until January 28, 2022, and as Chief Executive Officer until March 21, 2022. Mr. Balakrishnan continues to serve as the Company's Chief Technology Officer.

Oversight and Description of Director and Named Executive Officer Compensation

The Board does not have in place a compensation committee. All tasks relating to the development and assessment of the compensation paid to both the NEOs and directors are performed by members of the Board. Compensation is reviewed on an annual basis. The Company's compensation program is designed to provide competitive levels of compensation, a significant portion of which is dependent upon individual and corporate performance and contribution to increasing shareholder value. The Board recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive's level of responsibility.

23 -

The objectives and reasons for this system of compensation are generally to allow the Company to remain competitive compared to its peers in attracting and retaining experienced personnel. In general, a NEO's compensation is comprised of salary, wages or contractor payments and stock option grants.

At this time, the Board has not established any specific performance criteria or goals. While the determination of the compensation of NEOs is subjective, the directors of the Company as a whole, considered among other things: (i) the position held, including the roles and responsibilities of the NEOs; and (ii) the individual experience and skills of, and expected contributions from the NEOs.

Stock option grants are designed to reward the NEOs for success on a similar basis as the shareholders of the Company, but these rewards are highly dependent upon the volatile stock market, much of which is beyond the control of the NEOs. When new options are granted, the Board takes into account the previous grants of options, the number of stock options currently held, position, overall individual performance, anticipated contribution to the Company's future success and the individual's ability to influence corporate and business performance. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating the officers, directors and employees of the Company and to closely align the personal interest of such persons to the interest of the shareholders. As outlined above, since November 2011, the Company suspended all cash compensation to directors in order to preserve the Company's cash resources. Directors are entitled to participate in the Company's stock option plan, with awards subject to the approval of the Board of Directors.

The exercise price of the stock options granted is generally determined by the market price at the time of grant, less any allowable discount.

There were no significant changes to the Company's compensation policies during or after the most recently completed financial year that could or would have affected the compensation of NEOs.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs or directors at, following, or in connection with retirement during the most recently completed financial year ended June 30, 2025.

Indebtedness of Directors, Officers and Others

At no time since the beginning of the Company's last financial year was any director, officer, proposed nominee for election as a director, or any of their respective associates indebted to the Company or any of its subsidiaries, nor was the indebtedness of any such person to another entity the subject of any guarantee, support agreement, letter of credit or similar arrangement provided by the Company or any of its subsidiaries.

24 -

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain summary information concerning the Company's equity compensation plans as at June 30, 2025. Directors, officers, employees and consultants are eligible to participate in the Incentive Plan.

Plan Category	Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (C$) (b) (2)	Number of Common Shares remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (under the Incentive Plan)	2,881,000⁽¹⁾	$1.72	836,000
Equity compensation plans not approved bysecurityholders	N/A	N/A	N/A
Total	2,881,000	$1.72	836,000

Notes:

(1) Represents 709,000 RSUs, 409,000 DSUs, and 1,763,000 options outstanding under the Incentive Plan as at the year ended June 30, 2025.

(2) Represents the weighted-average exercise price of the outstanding options.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, no insider of the Company or proposed nominee for election as a director of the Company, nor any of their respective associates or affiliates, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's last financial year or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries.

Pinnacle Island II LP

On October 7, 2025, the Company amended the Pinnacle II 2025 Loan Agreement originally entered into on April 4, 2025, to increase the principal amount available under the facility by $5,000,000. No other material terms of the loan were changed.

See the Company's news release dated October 7, 2025, which is available on SEDAR+ under the Company's issuer profile, for additional details on this transaction.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Introduction

The Board of Directors believes that effective corporate governance contributes to improved corporate performance and enhanced shareholder value. The Board of Directors has reviewed the corporate governance best practices identified in National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices (collectively, the " CSA Guidelines "). The Board of Directors is committed to ensuring that the Company follows best practices

25 -

appropriate for the Company. The Company's specific disclosure relative to these guidelines is set out below.

Board of Directors

The responsibility of the Board of Directors is to supervise the management of the business and affairs of the Company in accordance with the best interests of the Company and all of its shareholders.

The Board of Directors also sets the direction, oversees and reviews the development and implementation of the significant corporate plans and initiatives including the Company's strategic planning and budgeting process; succession planning, including appointing, training and monitoring senior management; and the Company's public communications policies and continuous disclosure record.

The Board of Directors recruits possible directors from strategic areas that will complement the knowledge and depth of the Board of Directors. The Board of Directors reviews the background and experience of any proposed director nominee. The Board of Directors is in the process of reviewing succession plans for the Board of Directors that is responsive to the Company's needs and the interests of its shareholders. Currently, the Board of Directors does not have a formal assessment process in place. The current practice of the Board of Directors is to make ongoing, regular assessments of the performance of the Board of Directors, its committees and individual directors.

New directors who join the Board of Directors meet with the other directors and other advisors to the Company, as appropriate, prior to joining the Board of Directors. In addition, new directors have the opportunity to meet with management of the Company to have an understanding of the business of the Company and its operations. Directors are encouraged to participate in corporate governance and education courses that will assist them in their role as directors of the Company or on committees of the Board.

The Board of Directors has the authority to retain outside counsel or advisors to assist the Board of Directors in performing its functions.

The Board of Directors meets at least four times a year and more frequently if required. In addition, the Board of Directors also takes certain actions by written resolution.

Board Composition

The Board of Directors is currently composed of four directors. The articles of the Company provide for a range of one to ten directors. All directors are elected annually at the annual meeting of shareholders, and may be appointed in accordance with the by-laws between the annual meetings. Currently, the Company's four directors are Derek J. Burney (Chair of the Board), Louis De Jong, Daniel Huff, and Oded Tal. All of the directors are considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices . In determining whether a director is independent, the Board of Directors considers the specific circumstances of a director and the nature, as well as materiality, of any relationship between the director and the Company. Other directorships held by the directors in other reporting issuers are identified under the heading "Particulars of Matters to be Acted Upon – Election of Directors" .

The following table sets out, for each director of the Company for the year ended June 30, 2025, his independence, his attendance record for all meetings of the Board held since the beginning of the most recently completed financial year of the Company and the other reporting issuers (or the equivalent in a foreign jurisdiction) of which he is also a director:

26 -

Name of Director	Independence	Board Meetings Attended	Other Reporting Issuers
Derek J. Burney	Independent	4 out of 4	N/A
Louis De Jong	Independent	4 out of 4	N/A
Daniel Huff	Independent	4 out of 4	N/A
Oded Tal	Independent	4 out of 4	N/A

Diversity

The Board strongly believes in the benefits of a diverse workplace, one that incorporates a diversity of knowledge, skills, competencies, experiences, race, gender, ethnicity, age and culture. Recognizing the benefits of diversity, where Board renewal or an expansion of the Board or Executive team is being considered, the Board will place an emphasis on qualified candidates, and will consider diversity criteria such as gender, race, religion, ethnicity, sexual orientation, physical ability, geographic representation, age and other characteristics in rounding out this decision-making process.

The Board has not adopted formal targets for each of the " Designated Groups " as defined in the Employment Equity Act (Canada), as the Board considers the representation of the Designated Groups in the process of selecting individual candidates. None of the four (4) members of the Board identifies as a member of any Designated Group.

For purposes of the Canada Business Corporations Regulations, 2001 definition of "members of senior management", which includes the Company's major subsidiaries, one of the eight (8) members of senior management of the Company and its major subsidiaries identifies as a woman, which represents approximately 12.5% of the members of senior management of the Company and its major subsidiaries. Three of the eight (8) members of senior management of the Company and its major subsidiaries identify as a member of another Designated Group, which represents approximately 37.5% of the members of senior management of the Company and its major subsidiaries.

Presently, the Board does not have a Diversity Policy in place but will look to rectify this over the coming year in order to foster better workplace opportunities and be more representative of the diverse communities in which the Company operates.

Board Committees

1. Audit Committee Mandate

The responsibilities and functions of the Audit Committee are set out in the Amended and Restated Audit Committee Charter (" Audit Committee Charter "), as adopted by the Audit Committee in July 2009 and as reviewed and amended and restated as of November 4, 2015. The Audit Committee Charter is attached as Schedule "A" hereto.

The Audit Committee met four times during the year ended June 30, 2025, and four times during the year ended June 30, 2024. All members of the Audit Committee attended each of the meetings. As at June 30, 2025, the Audit Committee was comprised of Louis De Jong (Chair), Derek J. Burney and Oded Tal.

2. Compensation Committee Mandate

In January 2020, the Board of Directors determined that the Board of Directors as a whole would meet as the Compensation Committee. The education and experience of each member of the Board of Directors that

27 -

is relevant to the performance of his or her responsibilities related to Board of Directors acting as the Compensation Committee is outlined above under "Particulars of Matters to be Acted Upon – Election of Directors" .

The Board of Directors, acting as the Compensation Committee, is responsible for personnel matters, including performance, compensation and succession. The terms of reference, previously prepared by the Compensation Committee and maintained by the Board of Directors, include reviewing and making recommendations to the Board of Directors with respect to employee and consultant compensation arrangements including stock options and management succession planning. The primary function of the Board of Directors when acting on compensation matters is fulfilling its oversight responsibilities regarding the compensation of Executive Officers, the general compensation plan for the Company and the grant of stock options.

In addition, the mandate of the Compensation Committee includes ongoing review of compensation of executive officers and directors of the Company, a review of the Company's current compensation model and recommend changes including the implementation of short-term and long-term incentives for executive officers, other employees and directors of the Company.

Reliance on Certain Exemptions

The Company has relied on the exemption in Section 6.1 (Venture Issuers) of National Instrument 52-110 – Audit Committees (" NI 52-110 ") for the fiscal year. NI 52-110 exempts issuers listed on the TSXV from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52110. As a result, the members of the Audit Committee are not required to be either "independent" or "financially literate" within the meaning of NI 52-110; however, the Company is required to provide on an annual basis, disclosure regarding its Audit Committee in its management proxy circular.

Pre-approval Policies and Procedures

The Audit Committee has instituted a policy to pre-approve audit and non-audit services. The Audit Committee also considers on a continuing basis whether the provision of non-audit services is compatible with maintaining the independence of the external auditor.

Audit Committee Report

As of June 30, 2025, the Audit Committee of the Company was comprised of Louis De Jong (Chair), Derek J. Burney and Oded Tal.

The Board of Directors believes that the composition of the Audit Committee reflects financial literacy and expertise. All members of the Audit Committee are considered to be "financially literate" and "independent" as such terms are defined under NI 52-110. The Board of Directors has made these determinations based on the education as well as breadth and depth of experience of each member of the Audit Committee. The education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as an Audit Committee member is outlined above under " Election of Directors ".

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities to the Company's shareholders, the investment community and others regarding the: (a) Company's financial statements, related management's discussion and analysis and financial news releases; (b) financial reporting process and systems of internal accounting and financial controls; and (c) identification, assessment and programs to manage risk. Subject to the determination of the Board from time to time, the Audit Committee is to review the (a) recommendation to shareholders regarding the

28 -

appointment of the Auditors; (b) scope and compensation of the Auditors; (c) Company's financial policies and procedures; and (d) legal and environmental compliance programs.

The Committee maintains clear and open communications during the year with the Company's independent auditor and the Company's senior officers responsible for accounting and financial matters.

The Audit Committee has reviewed and discussed with management and MNP LLP the consolidated financial statements of the Company as at the twelve months ended June 30, 2025 and management's discussion and analysis for the twelve months then ended. Based on that review and on the report of the independent auditors of the Company, the Audit Committee recommended to the Board of Directors that the Company's consolidated financial statements and management's discussion and analysis be approved and filed with Canadian regulatory authorities.

The Audit Committee has recommended to the Board of Directors that the shareholders of the Company be requested to re-appoint MNP LLP, Chartered Accountants and Licensed Public Accountants, as the independent auditor of the Company for year ending June 30, 2026. MNP LLP were originally appointed the auditors of the Company in June 2017.

The Company incurred professional fees with their auditors and tax advisors during the last two fiscal years set out in the table below:

	Fiscal 2025 (C$)	Fiscal 2024 (C$)
Audit fees and related expenses	422,640	395,000
Tax fees	37,298	35,149
All other fees	0	14,177
TOTAL	459,938	444,326

Ethical Conduct

The Board of Directors has approved and put in place a Code of Business Conduct and Ethics which has been disseminated to all of the Company's employees and is available on SEDAR+ (www.sedarplus.ca) under Enablence's issuer profile.

Shareholder Feedback

The Board of Directors believes that management should speak for the Company in its communications with shareholders and others in the investment community and that the Board of Directors should be satisfied that appropriate investor relations programs and procedures are in place. Management meets with shareholders and others in the investment community to receive shareholder feedback.

Expectations of Management

The Board of Directors believes that it is appropriate for management to be responsible for the development of long-term strategies for the Company. Meetings of the Board of Directors are held, as required, to specifically review and deal with long-term strategies of the Company as presented by senior members of management.

29 -

The Board of Directors appreciates the value of having selected senior officers attend Board of Directors meetings to provide information and opinions to assist the directors in their deliberations. The Chair arranges for the attendance of senior officers at board meetings in consultation with the CEO.

ADDITIONAL INFORMATION

Additional financial information with respect to the Company is available in the Company's Audited Financial Statements and interim financial statements for the period ended December 31, 2025 and related management's discussion and analysis which have been filed with Canadian securities regulators and are available under the Company's issuer profile at www.sedarplus.ca. The Notice, this Circular and form of proxy are also available at www.sedarplus.ca and the Company's website www.enablence.com.

Upon request made to the Chief Financial Officer of the Company at 390 March Road, Suite 119, Ottawa Ontario, K2K 0G7, the Company will provide a shareholder of the Company with a copy of its audited consolidated financial statements as at and for the year ended June 30, 2025 and June 30, 2024 and related management's discussion and analysis of financial condition and results of operations for the year then ended and the Notice, this Circular and form of proxy.

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Approval by Board of Directors

The contents and the sending of this Circular have been approved by the board of directors of the Company. DATED at Toronto, Ontario, this 20^th day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Derek J. Burney" Chair of the Board of Directors

31 -

SCHEDULE "A"

AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

(adopted by the Board of Directors on July 24, 2009; amended and confirmed November 4, 2015)

Mandate

(a) Company's financial statements, MD&As and financial press releases;
(b) Financial reporting process and systems of internal accounting and financial controls; and
(c) Identification, assessment and programs to manage risk.

In doing so, the Audit Committee is responsible for maintaining a clear and open communications channel with the external auditors and Company management.

Subject to the determination of the Board from time to time, the Audit Committee is to review the:

(a) Recommendation to shareholders regarding the appointment of the Auditors;
(b) Scope and compensation of the Auditors;
(c) Company's financial policies and procedures; and
(d) Legal and environmental compliance programs.

The Audit Committee is responsible for providing meaningful and effective oversight and counsel to management without assuming responsibility for management's day-to-day responsibilities.

Management is responsible for the reliable preparation, presentation and integrity of the financial statements and other financial information of the Company. They are responsible for defining, implementing and maintaining appropriate accounting and financial reporting principles and policies, as well as internal controls and procedures that provide compliance with accounting standards and applicable laws and regulations. Management is responsible for maintaining a system of internal controls to provide reasonable assurance that assets are safeguarded and that transactions are authorized, executed, recorded and reported properly.

Composition

The Committee will consist of at least three members of the Board of Directors. The Board of Directors will appoint the Committee members and the Chair of the Committee. In selecting members and the Chair, the Board of Directors will take into consideration those directors who bring background skills and experience relevant to financial statement review and analysis.

A majority of the members of the Committee will not be officers or employees and all members of the Committee will be financially literate.

A-1

Meetings

The Committee meets at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, as circumstances dictate and as determined by the Committee from time to time, when the auditors are present, the Committee shall have a portion of the meeting meet separately with the auditors without management present and with management without the auditors present. A quorum for meetings of the Audit Committee shall be at least 50% of the members of the committee.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee:

Documents/Reports Reviews

Reviews and updates its Mandate annually for approval by the Board.
Reviews the Company's annual and interim financial statements, MD&A and financial press releases before the Company publicly discloses this information, as well as any reports containing financial information which are submitted to any governmental body, or to the public, including prospectuses and any certification, report, opinion or review rendered by the external auditors.

External Auditors

The Audit Committee has the direct responsibility for the oversight of the external auditors and their compensation for audit and any non-audit services. In discharging this responsibility, the Audit Committee shall:

Review annually the performance, experience, qualifications and independence of the external auditors.
Recommend to the Board on the selection and, where applicable, the replacement of the external auditors nominated annually for shareholders' approval.
At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
Review and approve the audit plan, services and fees.
Resolve any disagreements between management and the external auditors regarding financial reporting.
Inform the external auditors and management that the auditors shall have direct access to the Audit Committee at all times, as well as the Committee having direct access to the auditors at all times.
Instruct the auditors that they are ultimately accountable to the Audit Committee and are required to report directly to the Committee.
Review all management letters from the external auditors together with management's responses thereto and action plans to resolve any significant issues.

A-2

Review and pre-approve all non-audit services provided by the Company's external auditors, together with the fees for such services, in accordance with the policy for such services.

Financial Reporting Processes

In consultation with the external auditors, review with management the integrity of the Company's financial reporting process and controls.
Consider the external auditor's judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.
Consider and approve, if appropriate, changes to the Company's accounting principles and practices as recommended by the external auditors and/or management.
Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
Review and resolve any significant disagreements between management and the external auditors in connection with the preparation of the financial statements.
Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
Review the officer certification process.

Other

Review the Company's Annual Information Form in respect of disclosure required by Form 52110F1 and F2.
Review incidents or alleged incidents of fraud, illegal acts and conflicts of interest.
Discuss with management and the auditors any correspondence from or with regulators or governmental agencies.
Review any related party transactions as defined in the Securities Act (Ontario).
The Audit Committee may, at its own discretion or at the request of the Board, investigate such other matters as are considered necessary or appropriate in carrying out its mandate and in such matters shall have the authority to retain such counsel, experts or other advisors, financial or otherwise, as it deems necessary or appropriate, and set out and commit the Company to pay the compensation for such advisors.

A-3

SCHEDULE "B"

OMNIBUS PLAN

ENABLENCE TECHNOLOGIES INC. (THE "CORPORATION")

OMNIBUS INCENTIVE PLAN

B-1

ARTICLE 1	INTERPRETATION ............................................................................................................. 4
1.1	Definitions ......................................................................................................................... 4
1.2	Interpretation ...................................................................................................................... 9
ARTICLE 2	PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF
	AWARDS ........................................................................................................................ 10
2.1	Purpose of the Plan .......................................................................................................... 10
2.2	Implementation and Administration of the Plan .............................................................. 10
2.3	Participation in this Plan .................................................................................................. 11
2.4	Shares Subject to the Plan ................................................................................................ 11
2.5	Limits with Respect to Insiders, Individual Limits, Annual Grant Limits,
	Consultant Limits and Investor Relations Service Providers ........................................... 13
2.6	Granting of Awards ......................................................................................................... 14
ARTICLE 3	OPTIONS ........................................................................................................................... 14
3.1	Nature of Options ............................................................................................................. 14
3.2	Option Awards ................................................................................................................. 14
3.3	Option Price ..................................................................................................................... 15
3.4	Option Term ..................................................................................................................... 15
3.5	Exercise of Options .......................................................................................................... 15
3.6	Method of Exercise and Payment of Purchase Price ....................................................... 15
3.7	Option Agreements .......................................................................................................... 16
ARTICLE 4	RESTRICTED AND PERFORMANCE SHARE UNITS ............................................. 17
4.1	Nature of Share Units ...................................................................................................... 17
4.2	Share Unit Awards ........................................................................................................... 17
4.3	Share Unit Agreements .................................................................................................... 17
4.4	Vesting of Share Units ..................................................................................................... 18
4.5	Redemption / Settlement of Share Units .......................................................................... 18
4.6	Determination of Amounts .............................................................................................. 19
4.7	Award of Dividend Equivalents....................................................................................... 20
ARTICLE 5	DEFERRED SHARE UNITS ........................................................................................... 20
5.1	Nature of Deferred Share Units ....................................................................................... 20
5.2	Market Fluctuation ........................................................................................................... 21
5.3	DSU Awards .................................................................................................................... 21
5.4	DSU Agreements ............................................................................................................. 21
5.5	Vesting of DSUs .............................................................................................................. 21
5.6	Redemption / Settlement of DSUs ................................................................................... 22
ARTICLE 6	GENERAL CONDITIONS ............................................................................................... 23
6.1	General Conditions Applicable to Awards ...................................................................... 23
6.2	General Conditions Applicable to Options ...................................................................... 24
6.3	General Conditions Applicable to Share Units and DSUs ............................................... 25
ARTICLE 7	ADJUSTMENTS AND AMENDMENTS ........................................................................ 26
7.1	Adjustment to Shares Subject to Outstanding Awards .................................................... 26
7.2	Change of Control ............................................................................................................ 27
7.3	Amendment or Discontinuance of the Plan ..................................................................... 27

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ARTICLE 8 MISCELLANEOUS ............................................................................................................ 28

8.1	Use of an Administrative Agent and Trustee ................................................................... 28
8.2	Tax Withholding .............................................................................................................. 29
8.3	Clawback ......................................................................................................................... 29
8.4	Securities Law Compliance ............................................................................................. 30
8.5	Reorganization of the Corporation ................................................................................... 30
8.6	Quotation of Shares ......................................................................................................... 30
8.7	No Fractional Shares ........................................................................................................ 30
8.8	Governing Laws ............................................................................................................... 31
8.9	Severability ...................................................................................................................... 31
8.10	Section 409A of the Tax Code ......................................................................................... 31

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ENABLENCE TECHNOLOGIES INC. OMNIBUS INCENTIVE PLAN

Enablence Technologies Inc. (the " Corporation ") hereby establishes an omnibus incentive plan for certain qualified directors, officers, employees and Consultants (as defined herein) of the Corporation or any of its Subsidiaries (as defined herein).

ARTICLE 1 INTERPRETATION

1.1 Definitions

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

" Account " means an account maintained for each Participant on the books of the Corporation which will be credited with Awards in accordance with the terms of this Plan;

" Award " means any of an Option, Share Unit or DSU granted to a Participant pursuant to the terms of the Plan;

" Award Agreement " means any of an Option Agreement, Share Unit Agreement or DSU Agreement governing an Option, Share Unit or DSU, respectively, granted to a Participant;

" Blackout Period " means the period during which Participants cannot trade securities of the Corporation pursuant to the Corporation's policy respecting restrictions on trading which is in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an insider, that insider, is subject);

" Blackout Period Expiry Date " means the date on which a Blackout Period expires;

" Board " has the meaning ascribed thereto in Section 2.2(1) hereof;

" Business Day " means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario for the transaction of banking business;

" Cashless Exercise Right " has the meaning ascribed thereto in Section 3.6(3) hereof;

" Cause " has the meaning ascribed thereto in Section 6.2(1) hereof;

" Change of Control " means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

(a) any transaction (other than a transaction described in clause (c) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation's then issued and outstanding securities entitled to vote in the election of directors of the Corporation;
(b) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Corporation and, immediately after the

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consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation, merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;

(c) the sale, lease, exchange, license or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation or any of its Subsidiaries which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other Person, other than a disposition to a wholly-owned Subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its wholly-owned Subsidiaries;
(d) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up the Corporation's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or
(e) individuals who, on the Effective Date, are members of the Board (the " Incumbent Board ") cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

" Charitable Option " means any Option granted by the Corporation to an Eligible Charitable Organization;

" Consultant " means in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or of any of its Subsidiaries) or a company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to a distribution;
(b) provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or company, as the case may be; and
(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its Subsidiaries;

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" Consulting Agreement " means, with respect to any Participant, any written consulting agreement between the Corporation or a Subsidiary and such Participant;

" Corporation " means Enablence Technologies Inc., a corporation existing under the Canada Business Corporations Act as amended from time to time;

" Designated Broker " means a broker who is independent of, and deals at arm's length with, the Corporation and its Subsidiaries, and is designated by the Corporation or its Subsidiaries;

" Dividend Equivalent " means additional Share Units credited to a Participant's Account as a dividend equivalent pursuant to Section 4.6(1);

" Director " means a director (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

" DSU " has the meaning ascribed thereto in Section 5.1 hereof;

" DSU Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof, a form of which is attached hereto as Exhibit "D";

" DSU Redemption Date " means, with respect to a particular DSU, the date on which such DSU is redeemed in accordance with the provisions of this Plan;

" Effective Date " means the effective date of this Plan;

" Eligible Charitable Organization " has the meaning ascribed thereto in the TSXV Corporate Finance Policies;

" Eligibility Date " means the effective date on which a Participant becomes eligible to receive long-term disability benefits (provided that, for greater certainty, such effective date shall be confirmed in writing to the Corporation by the insurance company providing such long-term disability benefits);

" Eligible Participants " means: (i) in respect of a grant of Options, any bona fide Director, Officer, Employee, Consultant or Investor Relations Service Provider of the Corporation or any of its Subsidiaries; (ii) in respect of a grant of Share Units, any bona fide Director, Officer, Employee or Consultant of the Corporation or any of its Subsidiaries; and (iii) in respect of a grant of DSUs, any bona fide Director, Officer or Employee of the Corporation or any of its Subsidiaries; provided, however, that an Eligible Charitable Organization shall be an Eligible Participant solely in respect of a grant of Charitable Options in accordance with Section 2.5(9);

" Employee " means an individual who is considered an employee of the Corporation or its Subsidiary under the Tax Act;

" Employment Agreement " means, with respect to any Participant, any written employment agreement between the Corporation or a Subsidiary and such Participant;

" Exchange Hold Period " has the meaning ascribed thereto in the TSXV Corporate Finance Policies;

" Exchanges " means the TSXV or such other stock exchange or quotation system upon which the Shares may be listed or posted for trading from time to time;

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" Exercise Notice " means a notice in writing signed by a Participant and stating the Participant's intention to exercise a particular Option, if applicable;

" Existing Plan " means the 20% fixed omnibus equity incentive plan adopted on October 26, 2021 as amended and restated on December 7, 2022, which was last approved by shareholders of the Corporation on December 7, 2022;

" Existing Awards " means an award granted under the Existing Plan;

" Grant Agreement " means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, a Share Unit Agreement, a DSU Agreement, an Employment Agreement or a Consulting Agreement;

" Insider " has the meaning ascribed thereto in the TSXV Corporate Finance Policies;

" Investor Relations Service Provider " has the meaning ascribed thereto in the TSXV Corporate Finance Policies;

" Market Value " means at any date when the market value of Shares is to be determined, (i) if the Shares are listed on the TSXV, the closing price of the Shares on the TSXV for the Trading Session on the day prior to the relevant time as it relates to an Award; (ii) if the Shares are not listed on the TSXV, then as calculated in paragraph (i) by reference to the price on any other stock exchange on which the Shares are listed (if more than one, then using the exchange on which a majority of trading in the Shares occurs); or (iii) if the Shares are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith and such determination shall be conclusive and binding on all Persons;

" Net Exercise Right " has the meaning ascribed thereto in Section 3.6(4) hereof;

" Officer " means an officer (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

" Option " means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions hereof;

" Option Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of Options and the terms and conditions thereof, a form of which is attached hereto as Exhibit "A";

" Option Price " has the meaning ascribed thereto in Section 3.2 hereof;

" Option Term " has the meaning ascribed thereto in Section 3.4 hereof;

" Outstanding Issue " means the number of Shares that are issued and outstanding (on a non-diluted basis) as at a specified time;

" Participants " means Eligible Participants that are granted Awards under the Plan;

" Performance Criteria " means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award.

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" Performance Period " means the period determined by the Board at the time any Award is granted or at any time thereafter during which any Performance Criteria and any other vesting conditions specified by the Board with respect to such Award are to be measured;

" Person " means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

" Plan " means this Enablence Technologies Inc. Omnibus Incentive Plan, including the exhibits hereto and any amendments or supplements hereto made after the effective date hereof;

" Restriction Period " means the period determined by the Board pursuant to Section 4.4 hereof;

" Securities Laws " means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation;

" Shares " means the common shares in the share capital of the Corporation;

" Share Compensation Arrangement " means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares from treasury, including a share purchase from treasury by a full-time Employee, Director, Officer, Insider, or Consultant which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;

" Share Unit " means a right awarded to a Participant to receive a payment in the form of Shares as provided in Article 4 hereof and subject to the terms and conditions of this Plan;

" Share Unit Agreement " means a written agreement between the Corporation and a Participant evidencing the grant of Share Units and the terms and conditions thereof, a form of which is attached hereto as Exhibit "C";

" Subsidiary " means a corporation, company or partnership that is controlled, directly or indirectly, by the Corporation;

" Tax Act " means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

" Tax Obligations " means the aggregate amount of all withholdings, source deductions and similar amounts required under any governing tax law with respect to either (i) the redemption of a Share Unit, or (ii) the exercise or cancellation of an Option (including pursuant to a Cashless Exercise Right or Net Exercise Right), as the context requires, including amounts funded by the Corporation on behalf of previous withholding tax, source deduction or similar payments and owed by the Participant to the Corporation, as applicable (which Tax Obligations are to be determined by the Corporation in its sole discretion);

" Termination Date " means (i) in the event of a Participant's resignation, the date on which such Participant ceases to be a Director, Officer, Employee or Consultant of the Corporation or one of its Subsidiaries, (ii) in the event of the termination of the Participant's employment, or position as Director, or Officer of the Corporation or a Subsidiary, or Consultant, the effective date of the termination as specified in the notice of termination provided to the Participant by the Corporation or the Subsidiary, as the case may be, and (iii) in the event of a Participant's death, on the date of death;

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" Termination of Service " means that a Participant has ceased to be an Eligible Participant;

" Trading Session " means a trading session on a day which the applicable Exchange is open for trading;

" TSXV " means the TSX Venture Exchange;

" US Tax Code " means the United States' Internal Revenue Code of 1986, as amended;

" US Taxpayer " means a Participant who (i) is a US citizen, US permanent resident or other person who is subject to taxation on their income under the US Tax Code, and (ii) is subject to income taxation solely in the United States;

" Vested Awards " has the meaning described thereto in Section 6.2(5) hereof; and

" VWAP " means the volume weighted average trading price of the Shares on the TSXV calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the reference date or if the Shares are not listed on any stock exchange, "VWAP" of Shares means the VWAP on the over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the five days immediately preceding the reference date.

1.2 Interpretation

(1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term "discretion" or "authority" means the sole and absolute discretion of the Board.
(2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.
(3) In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.
(4) The words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation". As used herein, the expressions "Article", "Section" and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.
(5) Unless otherwise specified in the Participant's Grant Agreement, all references to money amounts are to Canadian currency, and where any amount is required to be converted to or from a currency other than Canadian currency, such conversion shall be based on the exchange rate as quoted by the Bank of Canada on the particular date.
(6) For purposes of this Plan, the legal representatives of a Participant shall only include the administrator, the executor or the liquidator of the Participant's estate or will.
(7) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

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ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

2.1 Purpose of the Plan

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

(a) to increase the interest in the Corporation's welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;
(b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;
(c) to reward Participants for their performance of services while working for the Corporation or a Subsidiary; and
(d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.

2.2 Implementation and Administration of the Plan

(1) The Plan shall be administered and interpreted by the board of directors of the Corporation (the " Board ") or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the "Board" herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approval.
(2) Subject to Article 7 and any applicable rules of an Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable jurisdiction.
(3) Subject to the provisions of this Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate to officers or managers of the Corporation or any of its Subsidiaries, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part; provided, however, that the Board may not delegate its authority with respect to (i) non-ministerial actions with respect to Insiders, or (ii) certification of the achievement of Performance Criteria. Any such delegation by the Board may be revoked at any time at the Board's sole discretion. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, manager, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Corporation, its Subsidiaries and all Eligible Participants.

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(4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board and any person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.
(5) The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or varying or amending its share capital or corporate structure.

2.3 Participation in this Plan

(1) The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant of an Award, the exercise or cancellation of an Option, the redemption of a Share Unit or transactions in the Shares or otherwise in respect of participation under the Plan. Neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant (or a Person with whom the Participant does not deal at arm's length) under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant (or Person with whom the Participant does not deal at arm's length) to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant (or a Person with whom the Participant does not deal at arm's length) for such purpose. The Corporation and its Subsidiaries do not assume and shall not have responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.
(2) Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Corporation or any of its Subsidiaries. No asset of the Corporation or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Corporation or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.
(3) Subject to the rules of the Exchanges, the Corporation shall not offer financial assistance to any Participant in regards to the exercise of any Award granted under this Plan.

2.4 Shares Subject to the Plan

(1) Subject to adjustment pursuant to Article 7 hereof:
(a) the securities that may be acquired by Participants pursuant to Awards under this Plan shall consist of authorized but unissued Shares in an amount not to exceed the percentage set out below at the time of grant, provided that, in the case of Share Units or DSUs, where the

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Corporation exercises its discretion to settle such Share Unit or DSU in a Share, such Share may be an authorized but unissued Share or may be a Share acquired in the open market by a Designated Broker but for the benefit of a Participant, subject to the requirements stipulated in Policy 4.4 of the TSXV Corporate Finance Manual;

(b) this Plan is a "rolling" plan as it relates to the number of Shares issued upon exercise of Options, and as such, the maximum number of Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options granted under this Plan, shall be equal to 10% of the Outstanding Issue from time to time, less any Shares underlying Existing Awards granted under the Existing Plan or other Share Compensation Arrangement of the Corporation, if any. Any increase or reduction in the number of Outstanding Issue will result in an increase or reduction, respectively, in the number of Shares that are available for the grant of Options under this Plan. This "rolling" plan is considered to be an "evergreen" plan as Shares covered by Options which have been exercised or otherwise settled will be available for subsequent grant under this Plan, and the number of Options that may be granted under this Plan increases if the total number of issued and outstanding Shares increases; and
(c) this Plan is a "fixed" plan as it relates to the number of Shares that are issuable pursuant to all Awards other than Options and as such, the maximum number of Shares reserved for issuance, in the aggregate, pursuant to the settlement of Awards, other than Options, granted under this Plan will not exceed 2,107,019 Shares (representing approximately 10% of the Outstanding Issue as of April 29, 2026), less any Shares underlying Existing Awards granted under the Existing Plan or other Share Compensation Arrangement of the Corporation, if any.
(2) For the purposes of calculating the number of Shares reserved for issuance under this Plan, each Share subject to a Share Unit shall be counted as reserving one Share under the Plan, each Share subject to a DSU shall be counted as reserving one Share under the Plan and each Share subject to an Option shall be counted as reserving one Share under the Plan.
(3) No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares available for issuance under this Plan to exceed the above noted total numbers of Shares reserved for issuance pursuant to the settlement of Awards.
(4) No new grants of awards will be made under the Existing Plan.
(5) If an outstanding Award or Existing Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if Shares acquired pursuant to an Award or Existing Award, as applicable, subject to forfeiture are forfeited, the Shares covered by such Award or Existing Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Except in respect of Options (which shall be subject to Section 2.4(1)(b)), any Shares acquired by a Participant under an Award or an Existing Award shall not continue to be issuable under the Plan.
(6) All Awards are subject to applicable limitations on sale or resale under Securities Laws and the policies of the Exchanges. If an Exchange Hold Period is applicable, all such Options and any Shares issued thereunder exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Options were granted.

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2.5 Limits with Respect to Insiders, Individual Limits, Annual Grant Limits, Consultant Limits and Investor Relations Service Providers

Subject to the rules and policies of the Exchanges, the following limits apply to the operation of the Plan:

(1) The maximum number of Shares that are issuable to Insiders, at any time pursuant to Awards granted under the Plan, or when combined with all of the Corporation's other Share Compensation Arrangement (including the Existing Plan), cannot exceed ten percent (10%) of the Corporation's total issued and outstanding Shares, unless the Corporation obtains the requisite disinterested shareholder approval pursuant to the policies of the TSXV.
(2) The maximum number of Shares that are issuable to Insiders, within any 12 month period, pursuant to Awards granted under the Plan, or when combined with all of the Corporation's other Share Compensation Arrangement (including the Existing Plan), cannot exceed ten percent (10%) of the Corporation's total issued and outstanding Shares, unless the Corporation obtains the requisite disinterested shareholder approval pursuant to the policies of the TSXV.
(3) The maximum number of Shares that are issuable pursuant to all Awards granted under the Plan, or when combined with all the Corporation's other Share Compensation Arrangement (including the Existing Plan), granted or issued in any 12 month period to any one Person, cannot exceed five percent (5%) of the Outstanding Issue as of the date of grant or issue, unless the Corporation obtains the requisite disinterested shareholder approval pursuant to the policies of the TSXV.
(4) The maximum number of Shares that are issuable to any one Consultant, within any 12 month period, pursuant to all Awards granted under the Plan, or when combined with all the Corporation's other Share Compensation Arrangement (including the Existing Plan), cannot exceed two percent (2%) of the Outstanding Issue as of the date of grant or issue.
(5) The maximum number of Shares that are issuable to all Investor Relations Service Providers, within any 12 month period, pursuant to Options granted under the Plan or when combined with all the Corporation's other Share Compensation Arrangement (including the Existing Plan), cannot exceed two percent (2%) of the Outstanding Issue as of the date of grant or issue.
(6) Options granted to any Investor Relations Service Provider must vest in stages over a period of not less than 12 months, and no acceleration of Options granted to any Investor Relations Service Provider shall be permitted, such that:
(a) no more than ¼ of the Options vest no sooner than three months after the Options were granted;
(b) no more than another ¼ of the Options vest no sooner than six months after the Options were granted;
(c) no more than another ¼ of the Options vest no sooner than nine months after the Options were granted; and
(d) the remainder of the Options vest no sooner than 12 months after the Options were granted.
(7) The maximum number of Shares that are issuable to Eligible Charitable Organizations, pursuant to all outstanding Charitable Options must not exceed one percent (1%) of the Outstanding Issue as of the date of grant.

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(8) A Charitable Option must expire on or before the earlier of:
(a) the date that is 10 years from the date of grant of the Charitable Option; and
(b) the 90^th day following the date that the holder of the Charitable Option ceases to be an Eligible Charitable Organization.
(9) Any Award granted pursuant to the Plan, or securities issued under the Existing Plan or any other Share Compensation Arrangement, prior to a Participant becoming an Insider, shall be included for the purposes of the limits set out in Section 2.5(2) and Section 2.5(3).2.5(2)

2.6 Granting of Awards

Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any stock exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or exercise of any Option or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. For the avoidance of doubt, if the Board determines in its sole discretion that an Eligible Participant or a Participant would be subject to the laws and regulations of both Canada and the United States with respect to an Award, and that compliance with the laws and regulations of one country would, absent action by the Board, cause noncompliance with the laws and regulations of the other country, the Board shall use commercially reasonable efforts to modify the terms of the Award so that the Award complies with the laws and regulations of both Canada and the United States and is consistent from an economic perspective of the originally contemplated Award. If, however, the Board determines in its sole discretion that compliance with the laws and regulations of both Canada and the United States with respect to such an Award is not possible, or is not possible without modification of the material terms or economic terms of the Award, the Board shall have complete authority in its sole discretion to withdraw the Award or cause the Award not to be granted, or to cause the Award to be forfeited or cancelled, immediately on such terms as the Board in its sole discretion shall determine.

ARTICLE 3 OPTIONS

3.1 Nature of Options

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions hereof. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

3.2 Option Awards

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, and (iii) determine the price per Share to be payable upon the exercise of each such Option (the " Option Price ") and the

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relevant vesting provisions (including Performance Criteria, if applicable) and the Option Term, the whole subject to the terms and conditions prescribed in this Plan or in any Option Agreement, and any applicable rules of an Exchange.

3.3 Option Price

The Option Price for Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted, but shall not be less than the Market Value of such Shares at the time of the grant, less any discount permitted by the Exchanges.

3.4 Option Term

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted (" Option Term "). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options. Notwithstanding the expiration provisions hereof, if the date on which an Option Term expires falls within a Blackout Period, the expiration date of the Option will be the date that is ten Business Days after the Blackout Period Expiry Date. The Blackout Period must expire following the general disclosure of the undisclosed material information; provided that if an additional Blackout Period is subsequently imposed by the Corporation during the ten Business Days after the initial Blackout Period, then the Blackout Period Expiry Date shall be the tenth Trading Session following the end of the last imposed Blackout Period.

3.5 Exercise of Options

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, any exercise of Options by a Participant shall be made in accordance with the Corporation's insider trading policy. The Corporation shall not issue any Shares to a Participant prior to the Corporation being satisfied in its sole discretion that all applicable taxes under Section 8.2 will be timely withheld or received and remitted to the appropriate taxation authorities in respect of any particular Participant and any particular Option.

3.6 Method of Exercise and Payment of Purchase Price

(1) Subject to the provisions of the Plan, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice, a form of which is attached hereto as Exhibit "B", to the Corporation at its registered office to the attention of the Chief Financial Officer of the Corporation (or the individual that the Chief Financial Officer of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Board of the purchase price for the number of Shares specified therein and, if required by Section 8.2, the amount necessary to satisfy any taxes.
(2) Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares either to:

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(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or
(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.
(3) Subject to the provisions of this Plan, the Board may, in its discretion and at any time, determine to grant a Participant the alternative right (the " Cashless Exercise Right "), when entitled to exercise an Option, to elect to deal with such Option on a "cashless exercise" basis, in whole or in part by notice in writing to the Corporation, where the Corporation has an arrangement with a brokerage firm pursuant to which the following events shall occur in the order specified below:
(a) the brokerage firm agrees to loan money to the Participant equal to the amount of the Option Price of the Options to be exercised;
(b) the Participant exercises the Option using the proceeds of the loan referred to in (a) above;
(c) the brokerage firm receives such number of Shares underlying the Options to sell, at the direction of and on behalf of the Participant, the aggregate proceeds of which are sufficient to cover the Option Price in order to permit the Participant to repay the loan made to the Participant; and
(d) the Participant receives the balance of the Shares underlying the Options pursuant to such exercise, or cash proceeds from the sale of the balance of the Shares underlying the Options.
(4) Subject to the provisions of this Plan, the Board may, in its discretion and at any time, determine to permit a Participant (other than an Investor Relations Service Provider) to, when entitled to exercise an Option, elect to exercise such Option through a net exercise mechanism (the " Net Exercise Right "), in whole or in part by notice in writing to the Corporation, such that the Corporation does not receive any cash from the exercise of such Option and the Participant receives, disregarding fractions, only the number of Shares from the exercise of the Option that is equal to the quotient obtained by dividing: (A) the product of the number of Options being exercised and the difference between the VWAP of the underlying Shares and the Option Price of the subject Options; by (B) the VWAP of the underlying Shares.

3.7 Option Agreements

Options shall be evidenced by an Option Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine with reference to the form attached as Exhibit "A". The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

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ARTICLE 4 RESTRICTED AND PERFORMANCE SHARE UNITS

4.1 Nature of Share Units

A Share Unit is an Award in the nature of a bonus for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Participant to receive a cash payment equal to the Market Value of a Share or at the discretion of the Corporation (or applicable Subsidiary) one Share or any combination of cash and Shares as the Corporation (or applicable Subsidiary) in its sole discretion may determine, pursuant and subject to such restrictions and conditions on vesting as the Board may determine at the time of grant, unless such Share Unit expires prior to being settled. Restrictions and conditions on vesting conditions may, without limitation, be based on the passage of time during continued employment (or other service relationship), in which case the Award is what is commonly referred to as a "Restricted Share Unit" or "RSU", or the achievement of specified Performance Criteria, in which case the Award is what is commonly referred to as a "Performance Share Unit" or "PSU", or both. The issuance of Share Units (other than RSUs or PSUs) pursuant to the Plan shall be subject to any required prior written approval of the TSXV.

4.2 Share Unit Awards

(1) The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Share Units under the Plan, (ii) fix the number of Share Units, if any, to be granted to each Eligible Participant and the date or dates on which such Share Units shall be granted, (iii) determine the relevant conditions, vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and Restriction Period of such Share Units, and (iv) any other terms and conditions applicable to the granted Share Units, which need not be identical and which, without limitation, may include non-competition provisions, subject to the terms and conditions prescribed in this Plan and in any Share Unit Agreement.
(2) Subject to the vesting and other conditions and provisions in this Plan and in the Share Unit Agreement, each Share Unit awarded to a Participant shall entitle the Participant to receive on settlement, a cash payment equal to the Market Value of a Share or at the discretion of the Corporation (or applicable Subsidiary) one Share or any combination of cash and Shares as the Corporation (or applicable Subsidiary) in its sole discretion may determine, in each case less any applicable withholding taxes. For greater certainty, no Participant shall have the right to demand to be paid in, or receive, Shares in respect of any Share Unit, and, notwithstanding any discretion exercised by the Corporation (or applicable Subsidiary) to settle any Share Unit, or portion thereof, in the form of Shares, the Corporation (and each Subsidiary) reserves the right to change such form of payment at any time until the payment is actually made.

4.3 Share Unit Agreements

(1) The grant of a Share Unit by the Board shall be evidenced by a Share Unit Agreement in such form not inconsistent with the Plan as the Board may from time to time determine with reference to the form attached as Exhibit "C". Such Share Unit Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with this Plan and which the Board deems appropriate for inclusion in a Share Unit Agreement. The provisions of the various Share Unit Agreements issued under this Plan need not be identical.

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(2) The Share Unit Agreement shall contain such terms that the Corporation considers necessary in order that the Share Unit will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

4.4 Vesting of Share Units

The Board shall have sole discretion to determine if any Performance Criteria and/or other vesting conditions with respect to a Share Unit, and as contained in the Share Unit Agreement governing such Share Unit, have been met and shall communicate to a Participant as soon as reasonably practicable when any such applicable vesting conditions or Performance Criteria have been satisfied and the Share Units have vested (the " Vesting Date "), provided that, unless permitted under the rules of the TSXV, no Share Unit shall vest before the one-year anniversary from the date of grant. The period between the date of the grant of Share Units and the last Vesting Date in respect of the last portion of such Share Units is referred to as the " Restriction Period ."

4.5 Redemption / Settlement of Share Units

(1) Subject to the terms of the applicable Share Unit Agreement (including confirmation of satisfaction of any vesting conditions or Performance Criteria, which shall be at the sole discretion of the Corporation), vested Share Units shall be redeemed by the Corporation on the 5^th Business Day following the Vesting Date (the " Redemption Date "). If the Redemption Date falls within a Blackout Period, the Corporation may elect, to the extent required to facilitate the sale of Shares in the open market pursuant to Section 4.5(2)(ii), to redeem the vested Share Units on the 5^th Business Day following the Blackout Period Expiry Date.
(2) Subject to the provisions of this Section 4.5 and Section 4.6, during the period between the Vesting Date and the Redemption Date in respect of a Participant's vested Share Units, the Corporation (or any Subsidiary that is a party to an Employment Agreement or Consulting Agreement with the Participant whose vested Share Units are to be redeemed) shall, at its sole discretion, be entitled to elect to settle all or any portion of the cash payment obligation otherwise arising in respect of the Participant's vested Share Units either (i) by the issuance of Shares to the Participant (or the legal representative of the Participant, if applicable) on the Redemption Date, or (ii) subject to any required prior notifications or approvals of the TSXV, by paying all or a portion of such cash payment obligation to the Designated Broker, who shall use the funds received to purchase Shares in the open market, which Shares shall be registered in the name of the Designated Broker in a separate account for the Participant's benefit.
(3) Settlement of a Participant's vested Share Units shall take place on the Redemption Date as follows:
(a) where the Corporation (or applicable Subsidiary) has elected to settle all or a portion of the Participant's vested Share Units in Shares issued from treasury:
- (i) in the case of Shares issued in certificated form, by delivery to the Participant (or to the legal representative of the Participant, if applicable) of a certificate in the name of the Participant (or the legal representative of the Participant, if applicable) representing the aggregate number of Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding in accordance with Section 8.2; or

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  - (ii) in the case of Shares issued in uncertificated form, by the issuance to the Participant (or to the legal representative of the Participant, if applicable) of the aggregate number of Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax under Section 8.2, which Shares shall be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares;

(b) subject to any required prior notifications or approvals of the TSXV, where the Corporation or a Subsidiary has elected to settle all or a portion of the Participant's vested Share Units in Shares purchased in the open market, by delivery to the Designated Broker of readily available funds in an amount equal to the Market Value of a Share as of the Redemption Date multiplied by the number of vested Share Units to be settled in Shares purchased in the open market, less the amount of any applicable withholding tax under Section 8.2, along with directions instructing the Designated Broker to use such funds to purchase Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;
(c) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's Share Units that the Corporation or a Subsidiary has elected to settle in Shares) shall, subject to satisfaction of any applicable withholding tax under Section 8.2, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Corporation or Subsidiary of which the Participant is a Director, Employee, Officer or Consultant, in cash, by cheque or by such other payment method as the Corporation and Participant may agree; and
(d) where the Corporation or a Subsidiary has elected to settle a portion, but not all, of the Participant's vested Share Units in Shares, the Participant shall be deemed to have instructed the Corporation or Subsidiary, as applicable, to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 8.2 and to remit such withheld amount to the applicable taxation authorities on account of any withholding tax obligations, and the Corporation or Subsidiary, as applicable, shall deliver any remaining cash payable, after making any such remittance, to the Participant (or to the legal representative of the Participant, if applicable) as soon as reasonably practicable. In the event that the cash portion payable to settle a Participant's Share Units in the foregoing circumstances is not sufficient to satisfy the withholding obligations of the Corporation or a Subsidiary pursuant to Section 8.2, the Corporation or Subsidiary, as applicable, shall be entitled to satisfy any remaining withholding obligation by any other mechanism as may be required or determined by the Corporation or Subsidiary as appropriate.
(4) Notwithstanding any other provision in this Article 4, no payment, whether in cash or in Shares, shall be made in respect of the settlement of any Share Units later than December 15 of the third (3^rd ) calendar year following the end of the calendar year in respect of which such Share Unit is granted. For greater certainty, any Share Units that remain unsettled after such date shall be forfeited.

4.6 Determination of Amounts

(1) If the Corporation (or applicable Subsidiary), in its sole discretion, elects to settle all or a portion of the Participant's vested Share Units in cash, the cash payment obligation arising in respect of the redemption and settlement of a vested Share Unit pursuant to Section 4.5 shall be equal to the

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Market Value of a Share as of the applicable Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or the legal representative of the Participant, if applicable) in respect of a particular redemption of the Participant's vested Share Units shall, subject to any adjustments in accordance with Section 7.1 and any withholding required pursuant to Section 8.2, be equal to the Market Value of a Share as of the Redemption Date for such vested Share Units multiplied by the number of vested Share Units in the Participant's Account at the commencement of the Redemption Date.

(2) If the Corporation (or applicable Subsidiary), in its sole discretion, elects to settle all or a portion of the Participant's vested Share Units by the issuance of Shares, the Corporation shall, subject to any adjustments in accordance with Section 7.1 and any withholding required pursuant to Section 8.2, issue to the Participant (or the legal representative of the Participant, if applicable), for each vested Share Unit which the Corporation (or applicable Subsidiary) elects to settle in Shares, one Share. Where, as a result of any adjustment in accordance with Section 7.1 and/or any withholding required pursuant to Section 8.2, the aggregate number of Shares to be received by a Participant upon an election by the Corporation (or applicable Subsidiary) to settle all or a portion of the Participant's vested Share Units in Shares includes a fractional Share, the aggregate number of Shares to be received by the Participant shall be rounded down to the nearest whole number of Shares.

4.7 Award of Dividend Equivalents

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested Share Units in a Participant's Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date, subject to the permitted limits on participation as outlined in Section 2.4 and Section 2.5. Dividend Equivalents, if any, will be credited to the Participant's Account in additional Share Units, the number of which shall be equal to a fraction where the numerator is the product of (i) the number of Share Units in such Participant's Account on the date that dividends are paid multiplied by (ii) the dividend paid per Share and the denominator of which is the Market Value of one Share calculated as of the date that dividends are paid. Any additional Share Units credited to a Participant's Account as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting and Restriction Periods) as the Share Units in respect of which such additional Share Units are credited and shall be deemed to have been awarded on the same date and subject to the same expiry date as the Share Units of which such additional Share Units are credited. In the event that the settlement of Dividend Equivalents in Shares as contemplated in the foregoing will result in exceeding the permitted limits of participation as outlined in Section 2.4 and Section 2.5, the Corporation shall pay the Dividend Equivalents in cash to the extent required to comply with such limits.

In the event that the Participant's applicable Share Units do not vest, all Dividend Equivalents, if any, associated with such Share Units will be forfeited by the Participant and returned to the Corporation's account.

ARTICLE 5 DEFERRED SHARE UNITS

5.1 Nature of Deferred Share Units

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a DSU, when the Participant ceases to be any of a Director, Officer or Employee of the Corporation or any of its Subsidiaries for any reason, including termination, retirement or death.

5.2 Market Fluctuation

For greater certainty, no amount will be paid or benefit provided to, or in respect of, a Participant, or to any person who does not deal at arm's length with a Participant for the purposes of the Tax Act, under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant for the purpose of reducing the impact, in whole or in part, of any reduction in the fair market value of the shares of the Corporation or any corporation related thereto.

5.3 DSU Awards

(1) The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive DSUs under the Plan, (ii) fix the number of DSUs, if any, to be granted to each Eligible Participant and the date or dates on which such DSUs shall be granted, and (iii) any other terms and conditions applicable to the granted DSUs.
(2) Subject to the vesting and other conditions and provisions in this Plan and in any DSU Agreement, each DSU awarded to a Participant shall entitle the Participant to receive on settlement a cash payment equal to the Market Value of a Share, or at the discretion of the Corporation, one Share or any combination of cash and Shares as the Corporation in its sole discretion may determine. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Shares in respect of any DSU, and, notwithstanding any discretion exercised by the Corporation to settle any DSU, or portion thereof, in the form of Shares, the Corporation reserves the right to change such form of payment at any time until payment is actually made.

5.4 DSU Agreements

(1) The grant of a DSU by the Board shall be evidenced by a DSU Agreement in such form not inconsistent with the Plan as the Board may from time to time determine with reference to the form attached as Exhibit "D". Such DSU Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with this Plan and which the Board deems appropriate for inclusion in a DSU Agreement. The provisions of the various DSU Agreements issued under this Plan need not be identical.
(2) The DSU Agreement shall contain such terms that the Corporation considers necessary in order that the DSU will comply with any provisions respecting deferred share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

5.5 Vesting of DSUs

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5.6 Redemption / Settlement of DSUs

(1) DSUs shall be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant ceasing to be any of a Director, Officer or Employee of the Corporation or any of its Subsidiaries, but in any event not later than December 15 of the year following the calendar year in which the Participant ceases to be any of a Director, Officer or Employee, subject to the limits outlined in Section 6.3. On redemption and settlement, the Corporation shall deliver the applicable number of Shares, or, in the sole discretion of the Corporation, cash equal to the redemption amount of such DSU specified in the applicable DSU Agreement, subject to the satisfaction of any applicable withholding tax under Section 8.2.
(2) The Corporation, will have, at its sole discretion, the ability to elect to settle all or any portion of the cash payment obligation arising in respect of the redemption and settlement of the Participant's DSUs by issuance of Shares.
(3) The redemption and settlement of a Participant's DSUs shall occur on the applicable DSU Redemption Date as follows:
(a) where the Corporation has elected to settle all or a portion of the Participant's DSUs in Shares,
- (i) in the case of Shares issued in certificated form, delivery to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive, subject to satisfaction of any applicable withholding tax under Section 8.2; or
- (ii) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive, subject to satisfaction of any applicable withholding tax under Section 8.2, to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares;
(b) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's DSUs that the Corporation has elected to pay in Shares) shall, subject to satisfaction of any applicable withholding tax under Section 8.2, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Corporation in cash, by cheque or by such other payment method as the Corporation and Participant may agree; and
(c) where the Corporation has elected to settle a portion, but not all, of the Participant's DSUs in Shares, the Participant shall be deemed to have instructed the Corporation to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 8.2 and to remit such withheld amount to the applicable taxation authorities on account of any withholding obligations of the Corporation, and the Corporation shall deliver any remaining cash payable, after making any such remittance, to the Participant (or to the legal representative of the Participant, if applicable) as soon as reasonably practicable. In the event that the cash

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portion elected by the Corporation to settle the Participant's DSUs is not sufficient to satisfy the withholding obligations of the Corporation pursuant to Section 8.2, any remaining amounts shall be satisfied by the Corporation by any other mechanism as may be required or determined by the Corporation as appropriate.

ARTICLE 6 GENERAL CONDITIONS

6.1 General Conditions Applicable to Awards

Each Award, as applicable, shall be subject to the following conditions:

(1) Vesting Period . Each Award granted hereunder shall vest in accordance with the terms of this Plan and the Grant Agreement entered into in respect of such Award. Subject to policies and vesting limits of the Exchanges and any required approvals thereunder, the Board has the right, in its sole discretion, to waive any vesting conditions or accelerate the vesting of any Award (other than (i) Options granted to Investor Relations Service Providers, in accordance with Section 2.5(7), and (ii) the date upon which DSUs become redeemable), or to deem any Performance Criteria or other vesting conditions to be satisfied, notwithstanding the vesting schedule set forth for such Award; provided that, unless permitted under the rules of the TSXV, no Award shall vest before the oneyear anniversary from the date of grant.
(2) Employment . Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Corporation or any of its Subsidiaries in connection with the employment, retention or termination of any such Participant. The loss of existing or potential profit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant's employment or service in any office or otherwise.
(3) Grant of Awards . Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant's relationship or employment with the Corporation or any Subsidiary.
(4) Rights as a Shareholder . Neither the Participant nor such Participant's personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant's Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settled and Shares have been issued in respect thereof. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.
(5) Conformity to Plan . In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on

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terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

(6) Non-Transferrable Awards . Each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.
(7) No Right to Awards . No Eligible Participant or Participant shall have any claim or right to be granted any Award under this Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Corporation or any of its Subsidiaries.
(8) Participant's Entitlement . Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary of the Corporation ceasing to be a Subsidiary of the Corporation, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a Director, Officer, Employee or Consultant of such Subsidiary of the Corporation and not of the Corporation itself, whether or not then exercisable, shall automatically terminate on the date of such change.

6.2 General Conditions Applicable to Options

Each Option shall be subject to the following conditions:

(1) Termination for Cause . Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option granted to such Participant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for Cause shall be binding on the Participant. " Cause " shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation's codes of conduct and any other reason determined by the Corporation to constitute cause for termination, or as otherwise defined in any Employment Agreement or Consulting Agreement with the Participant.
(2) Termination not for Cause . Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Corporation or a Subsidiary being terminated without Cause, (i) any unvested Option granted to such Participant shall terminate and become void immediately and (ii) any vested Option granted to such Participant may be exercised by such Participant. Such Option shall only be exercisable within the earlier of a date set forth in the Grant Agreement or the expiry date of the Award set forth in the Grant Agreement, unless otherwise determined by the Board, in its sole discretion, and subject to the rules of the Exchange, after which the Option will expire; provided that all Options must expire on such date that is no later than twelve (12) months from such date that a Participant ceases to be an Eligible Participant.
(3) Resignation . Upon a Participant ceasing to be an Eligible Participant as a result of his or her voluntary resignation from the Corporation or a Subsidiary, (i) each unvested Option granted to such Participant shall terminate and become void immediately upon resignation and (ii) each vested Option granted to such Participant will cease to be exercisable on the earlier of ninety (90) days following the Termination Date and the expiry date of the Option set forth in the Grant Agreement, after which the Option will expire.

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(4) Permanent Disability/Retirement . Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability, (i) any unvested Option shall terminate and become void immediately, and (ii) any vested Option will cease to be exercisable on the earlier of the ninety (90) days from the date of retirement or the date on which the Participant ceases his or her employment or service relationship with the Corporation or any Subsidiary by reason of permanent disability, and the expiry date of the Award set forth in the Grant Agreement, after which the Option will expire.
(5) Death . Upon a Participant ceasing to be an Eligible Participant by reason of death, any vested Option granted to such Participant may be exercised by the liquidator, executor or administrator, as the case may be, of the estate of the Participant for that number of Shares only which such Participant was entitled to acquire under the respective Options (the " Vested Awards ") on the date of such Participant's death. Such Vested Awards shall only be exercisable within twelve (12) months after the Participant's death or prior to the expiration of the original term of the Options whichever occurs earlier.
(6) Leave of Absence . Upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, the Board may determine, at its sole discretion but subject to applicable laws, that such Participant's participation in the Plan shall be terminated, provided that all vested Options in the Participant's Account shall remain outstanding and in effect until the applicable exercise date, or an earlier date determined by the Board at its sole discretion.

6.3 General Conditions Applicable to Share Units and DSUs

Each Share Unit and DSU shall be subject to the following conditions:

(1) Termination for Cause and Resignation . Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her voluntary resignation from the Corporation or a Subsidiary, the Participant's participation in the Plan shall be terminated immediately, all Share Units and/or DSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units and/or DSUs shall be forfeited and cancelled on the Termination Date.
(2) Death, Leave of Absence or Termination of Service . Except as otherwise determined by the Board from time to time, at its sole discretion, upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, or upon a Participant ceasing to be Eligible Participant as a result of (i) death, (ii) retirement, (iii) Termination of Service for reasons other than for Cause, (iv) his or her employment or service relationship with the Corporation or a Subsidiary being terminated by reason of injury or disability or (v) becoming eligible to receive long-term disability benefits, all unvested Share Units and/or DSUs in the Participant's Account as of such date relating to a Restriction Period in progress shall remain outstanding and in effect pursuant to the terms of the applicable Share Unit Agreement or DSU Agreement, and
(a) If the Board determines that the vesting conditions are not met for such Share Units, then all unvested Share Units and/or DSUs credited to such Participant's Account shall be forfeited and cancelled and the Participant's rights that relate to such unvested Share Units and/or DSUs shall be forfeited and cancelled; and

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(b) If the Board determines that the vesting conditions are met for such Share Units and/or DSUs, the Participant shall be entitled to receive pursuant to Section 4.5 that number of cash or Shares or combination thereof, as the case may be, equal to the number of Share Units and/or DSUs outstanding in the Participant's Account in respect of such Restriction Period multiplied by a fraction, the numerator of which shall be the number of completed months of service of the Participant with the Corporation or a Subsidiary during the applicable Restriction Period as of the date of the Participant's death, retirement, termination or Eligibility Date and the denominator of which shall be equal to the total number of months included in the applicable Restriction Period (which calculation shall be made as of the date that the applicable Share Units and/or DSUs are to be settled) and the Corporation shall (i) pay the amount of cash or issue such number of Shares or provide a combination thereof, as determined in its sole discretion, to the Participant or the liquidator, executor or administrator, as the case may be, of the estate of the Participant, as soon as practicable thereafter, but no later than the end of the Restriction Period, and (ii) debit the corresponding number of Share Units and/or DSUs from the Account of such Participant's or such deceased Participants', as the case may be, and the Participant's rights to all other cash or Shares that relate to such Participant's Share Units and/or DSUs shall be forfeited and cancelled.
(3) General . For greater certainty, where (i) a Participant's employment or service relationship with the Corporation or a Subsidiary is terminated pursuant to Section 6.3(1) or Section 6.3(2) hereof or (ii) a Participant elects for a voluntary leave of absence pursuant to Section 6.3(2) hereof following the satisfaction of all vesting conditions in respect of particular Share Units and/or DSUs but before receipt of the corresponding distribution or payment in respect of such Share Units and/or DSUs, the Participant shall remain entitled to such distribution or payment. Notwithstanding anything else contained in this Section 6.3, any Award granted or issued to any Participant who is a Director, Officer, Employee or Consultant must expire on such date that is no later than the earlier of (A) twelve (12) months from such date that a Participant ceases to be an Eligible Participant, and (B) the original expiry date of such Award as set forth in the applicable Award Agreement.

ARTICLE 7 ADJUSTMENTS AND AMENDMENTS

7.1 Adjustment to Shares Subject to Outstanding Awards

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of Shares into a lesser number of Shares, (iii) any reclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Corporation with or into another corporation, or (v) any distribution to all holders of Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or Shares, but including for greater certainty shares or equity interests in a subsidiary or business unit of the Corporation or one of its Subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit) or any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of any Exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including, without limitation:

(a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

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(b) adjustments to the number of Shares to which the Participant is entitled upon exercise of such Award; or
(c) adjustments to the number of kind of Shares reserved for issuance pursuant to the Plan.

7.2 Change of Control

(1) In the event of a potential Change of Control, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Awards to assist the Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a takeover bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, subject to any required approval of the Exchanges, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such takeover bid in accordance with the terms of such takeover bid (or the effectiveness of such other transaction leading to a Change of Control).
(2) If the Corporation completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control a Participant who was also an Officer, Employee or Consultant of the Corporation prior to the Change of Control has their position, employment or consulting agreement terminated without Cause, or the Participant is constructively dismissed, then all unvested Awards of the Participant shall immediately vest and become exercisable, and remain open for exercise until the earlier of their expiry date as set out in the Award Agreement and the date that is twelve (12) months after such termination or dismissal.

7.3 Amendment or Discontinuance of the Plan

(1) The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the Participants provided that such suspension, termination, amendment or revision shall:
(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan; and
(b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, the Exchanges, or any other regulatory body having authority over the Corporation.
(2) Subject to Sections 7.3(1) and 7.3(3), the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation make the following amendments to this Plan, unless where required by law or the requirements of the Exchanges:
(a) any amendment to the vesting provisions, if applicable, of Awards (other than Options granted to Investor Relations Service Providers), or assignability provisions of the Awards;
(b) any amendment which accelerates the date on which any Option (other than Options granted to Investor Relations Service Providers) may be exercised under the Plan;

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(c) any amendment necessary to comply with applicable law or the requirements of the Exchanges or any other regulatory body;
(d) any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;
(e) any amendment regarding the administration of the Plan;
(f) any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury (subject to any required prior notifications or approvals of the TSXV), or adopt a clawback provision applicable to equity compensation; and
(g) any other amendment that does not require the approval of the shareholders of the Corporation under Section 7.3(3).
(3) Notwithstanding Section 7.3(2), the Board shall be required to obtain disinterested shareholder approval, if required under the rules of the Exchanges, to make the following amendments:
(a) any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 7;
(b) except in the case of an adjustment pursuant to Article 7, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower exercise price;
(c) any amendment that reduces the exercise price of an Option or extends the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment;
(d) any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit beyond the original expiry date or Restriction Period;
(e) any amendment which increases the maximum number of Shares that may be issuable under the Plan and any other proposed or established Share Compensation Arrangement pursuant to Section 2.5(3) and 2.5(4); and
(f) any amendment to the definition of an Eligible Participant under the Plan;

provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.

ARTICLE 8 MISCELLANEOUS

8.1 Use of an Administrative Agent and Trustee

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the

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terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

8.2 Tax Withholding

(1) Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under this Plan shall be made net of any applicable withholdings, including in respect of applicable withholding taxes required to be withheld at source and other source deductions, as the Corporation determines. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding may be satisfied in such manner as the Corporation determines, including by (a) the sale of a portion of such Shares sold by the Corporation, the Corporation's transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 8.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale delivered to the Corporation, which in turn will remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or determined by the Corporation as appropriate.
(2) Notwithstanding Section 8.2(1), the applicable tax withholdings may be waived where a Participant directs in writing that a payment be made directly to the Participant's registered retirement savings plan in circumstances to which subsection 100(3) of the Income Tax Regulations (Canada) applies.

8.3 Clawback

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement) or any policy adopted by the Corporation applicable to the Participant. Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the Corporation, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) any policy adopted by the Corporation applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards, including any related policy adopted by the Corporation. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 8.3.

If any Participant has made an election in favour of any registered plan under the Tax Act (including an RRSP, a RRIF, or a TFSA), the Plan is not responsible for and does not guarantee such election is made in compliance with applicable laws, nor shall the Corporation, the Board or any Subsidiary be liable for any taxes, penalties or interest resulting from such election.

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8.4 Securities Law Compliance

(1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award, the exercise of any Option, the delivery of Shares upon exercise of any Option, and the Corporation's obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award or exercise of any Option hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.
(2) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the securities laws of any foreign jurisdiction or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void. For greater certainty, this Section 8.4(2) shall not limit the obligation of the Corporation to comply with applicable Canadian securities laws.
(3) The Corporation shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been duly listed with an Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.
(4) If Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.

8.5 Reorganization of the Corporation

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

8.6 Quotation of Shares

So long as the Shares are listed on one or more Exchanges, the Corporation must apply to such Exchange or Exchanges for the listing or quotation, as applicable, of the Shares underlying the Awards granted under the Plan, however, the Corporation cannot guarantee that such Shares will be listed or quoted on any Exchange.

8.7 No Fractional Shares

No fractional Shares shall be issued upon the exercise of any Option granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the exercise of such Option, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the right to

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purchase the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

8.8 Governing Laws

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

8.9 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

The Corporation makes no representation or warranty to any Participant regarding compliance of this Plan or any Award with Section 409A of the US Tax Code. No trustee, director, officer, employee or agent of the Corporation or any of its Subsidiaries shall have any liability to any Participant for taxes, interest, or penalties associated with any failure to comply with Section 409A of the US Tax Code.

8.10 Section 409A of the Tax Code

It is intended that any payments under the Plan to US Taxpayers shall be exempt from or comply with Section 409A of the US Tax Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the US Tax Code.

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EXHIBIT "A"

TO OMNIBUS INCENTIVE PLAN OF ENABLENCE TECHNOLOGIES INC.

FORM OF OPTION AGREEMENT

This Option Agreement is entered into between Enablence Technologies Inc. (the " Corporation ") and the Participant named below, pursuant to the Corporation's Omnibus Incentive Plan (the " Plan "), a copy of which is attached hereto, and confirms that on:

___ (the " Grant Date "), 2. __ (the " Participant ") 3. was granted options (" Options ") to purchase ____ common shares of the Corporation (each, a " Share "), in accordance with the terms of the Plan, which Options will bear the following terms:
(a) Exercise Price and Expiry. Subject to the vesting conditions specified below, the Options will be exercisable by the Participant at a price of $ __ per Share (the " Option Price ") at any time prior to expiry on _ (the " Expiration Date "). If the Participant ceased to be an Eligible Participant as a result of [his or her] [employment or service] relationship with the Corporation or a Subsidiary being terminated without Cause any vested Option shall be exercisable within the earlier of ____ [months / days] from the Termination Date or the Expiration Date.
(b) Vesting; Time of Exercise. Subject to the terms of the Plan, the Options shall vest and become exercisable as follows:

Number of Options Vested On

If the aggregate number of Shares vesting in a tranche set forth above includes a fractional common share, the aggregate number of Shares will be rounded down to the nearest whole number of Shares. Notwithstanding anything to the contrary herein, the Options shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. The Option Price is denominated in Canadian dollars (C$).

The Options shall be exercisable only by delivery to the Corporation of a duly completed and executed notice in the form attached to this Option Agreement (the " Exercise Notice "), together with payment of the Option Price for each Share covered by the Exercise Notice (plus an amount equal to any applicable Tax Obligations, as defined in the Plan) [and/or, if applicable, a notice that the Participant intends to utilize the Participant's Cashless Exercise Right as set out in the Plan or terminate the Options in lieu of exercise, pursuant to the Participant's Net Exercise Right as set out in the Plan] .

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Subject to the terms of the Plan, unless otherwise specified in the Exercise Notice, the Options shall be deemed to be: (i) exercised upon receipt by the Corporation of such written Exercise Notice accompanied by (a) the aggregate Option Price (plus an amount equal to any applicable Tax Obligations), [or (b) notice of exercise of the Participant's Cashless Exercise Right and receipt (from the broker on behalf of the Participant) of the aggregate Option Price, or (ii) terminated upon election by the Participant in lieu of exercise, pursuant to the Participant's Net Exercise Right] .
The Participant hereby represents and warrants (on the date of this Option Agreement and upon each exercise or termination of Options) that:
(a) the Participant has not received any offering memorandum, or any other documents (other than annual financial statements, interim financial statements or any other document the content of which is prescribed by statute or regulation, other than an offering memorandum) describing the business and affairs of the Corporation that has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Shares;
(b) the Participant is acquiring the Shares without the requirement for the delivery of a prospectus or offering memorandum, pursuant to an exemption under applicable securities legislation and, as a consequence, is restricted from relying upon the civil remedies otherwise available under applicable securities legislation and may not receive information that would otherwise be required to be provided to it;
(c) the Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Corporation and does not desire to utilize a registrant in connection with evaluating such merits and risks;
(d) the Participant acknowledges that an investment in the Shares involves a high degree of risk, and represents that it understands the economic risks of such investment and is able to bear the economic risks of this investment;
(e) the Participant acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the exercise or termination (including upon exercise of the Cashless Exercise Right or Net Exercise Right) of any Options, as provided in Section 8.2 of the Plan;
(f) this Option Agreement constitutes a legal, valid and binding obligation of the Participant, enforceable against him in accordance with its terms; and
(g) the execution and delivery of this Option Agreement and the performance of the obligations of the Participant hereunder will not result in the creation or imposition of any lien, charge or encumbrance upon the common shares.

The Participant acknowledges that the Corporation is relying upon such representations and warranties in granting the Options and issuing any common shares upon exercise thereof.

The Participant's delivery of the signed Exercise Notice to exercise the Options (in whole or in part) shall be accompanied by full payment of the aggregate Option Price for the Shares being purchased (plus an amount equal to the Tax Obligations) [and/or a notice that the Participant intends to exercise the Participant's Cashless Exercise Right or Net Exercise Right as set out in the

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Plan] . Payment for the Shares may be made by certified cheque or wire transfer in readily available funds.

The Participant acknowledges and represents that: (a) the Participant fully understands and agrees to be bound by the terms and provisions of this Option Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Option Agreement, (c) hereby accepts these Options subject to all of the terms and provisions hereof and of the Plan, and (d) acknowledges and accepts that in the event that the Option Price is less than the Market Value of a Share at the Grant Date, the Participant will be unable to take an additional tax deduction under paragraph 110(1)(d) of the Tax Act upon exercise of the Options granted hereunder. To the extent of any inconsistency between the terms of this Option Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this Option Agreement and the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement.
This Option Agreement and the terms of the Plan incorporated herein (with the Exercise Notice, if the Option is exercised) constitutes the entire agreement of the Corporation and the Participant (collectively the " Parties ") with respect to the Options and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Option Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of Ontario. Should any provision of this Option Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF the Corporation and the Participant have executed this Option Agreement as of , 20__.

ENABLENCE TECHNOLOGIES INC.

Per: Authorized Signatory If the Participant is an individual: EXECUTED by [●] in the presence of: ) ) ) Signature ) ) ) Print Name ) [NAME OF PARTICIPANT] ) ) Address ) ) ) ) Occupation )

If the Participant is not an individual:

[NAME OF PARTICIPANT]

Per:

Authorized Signatory

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your Options.

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EXHIBIT "B" TO OMNIBUS INCENTIVE PLAN OF ENABLENCE TECHNOLOGIES INC.

FORM OF OPTION EXERCISE NOTICE

TO: ENABLENCE TECHNOLOGIES INC.

This Exercise Notice is made in reference to stock options (" Options ") granted under the Omnibus Incentive Plan (the " Plan ") of Enablence Technologies Inc. (the " Corporation ").

The undersigned (the " Participant ") holds options (" Options ") under the Plan to purchase [●] common shares of the Corporation (each, a " Share ") at a price per Share of $ [●] (the " Option Price ") pursuant to the terms and conditions set out in that certain option agreement between the Participant and the Corporation dated [●] (the " Option Agreement "). The Participant confirms the representations and warranties contained in the Option Agreement.

The Participant hereby:

	irrevocably gives notice of the exercise of ___ Options held by the Participant pursuant to the Option Agreement at the Option Price for an aggregate exercise price of $__ (the "Aggregate Option Price") on the terms specified in the Option Agreement and encloses herewith a certified cheque payable to the Corporation or evidence of wire transfer to the Corporation in full satisfaction of the Aggregate Option Price.
□	The Participant acknowledges that, in addition to the Aggregate Option Price, the Corporation will require that the Participant also provide to the Corporation a certified cheque or evidence of wire transfer equal to the amount of any Tax Obligations (as defined in the Plan) associated with the exercise of such Options before the Corporation will issue any Shares to the Participant in settlement of the Options. The Corporation shall have the sole discretion to determine the amount of any such Tax Obligations and shall inform the Participant of this amount as soon as reasonably practicable upon receipt of this completed Exercise Notice.

irrevocably gives notice of the exercise of ___ Options held by the Participant pursuant to the Option
Agreement at the Option Price for an aggregate exercise price of $__ (the "Aggregate Option
Price") on the terms specified in the Option Agreement and encloses herewith a certified cheque payable
to the Corporation or evidence of wire transfer to the Corporation in full satisfaction of the Aggregate
Option Price.

□

The Participant acknowledges that, in addition to the Aggregate Option Price, the Corporation will
require that the Participant also provide to the Corporation a certified cheque or evidence of wire transfer
equal to the amount of any Tax Obligations (as defined in the Plan) associated with the exercise of such
Options before the Corporation will issue any Shares to the Participant in settlement of the Options. The
Corporation shall have the sole discretion to determine the amount of any such Tax Obligations and
shall inform the Participant of this amount as soon as reasonably practicable upon receipt of this
completed Exercise Notice.

- or -
□

irrevocably gives notice of the Participant's exercise of the Cashless Exercise Right (as defined in the
Plan) with respect to ___ Options held by the Participant pursuant to the Option Agreement, and agrees
to receive that number of common shares of the Corporation equal to the following (with the remaining
Shares subject to the Options to be sold by the broker on its behalf as provided in the Plan):
((A–B) x C)-D
A
where A is the price per Share at which the underlying Shares are being sold by the brokerage firm, B
is the Option Price, C is the number of Options being exercised in this Exercise Notice, and D is the
amount of Tax Obligations (as defined in the Plan) applicable to the Options subject to exercise of the
Cashless Exercise Right pursuant to this Exercise Notice.
For greater certainty, where a Participant elects to exercise his/her Cashless Exercise Right, the amount
of any Tax Obligation determined pursuant to the above formula will be deemed to have been directed
by the Participant to be paid in cash by the broker on its behalf to the Corporation out of the proceeds
of the Shares, which cash will be withheld by the Corporation and remitted to the applicable taxation
authorities as may be required.

or -

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irrevocably gives notice of the Participant's exercise of the Net Exercise Right (as defined in the Plan) with respect to ___ Options held by the Participant pursuant to the Option Agreement, and agrees to receive that number of Shares of the Corporation equal to the following:

((A – B) x C) - D A

where A is the VWAP (as defined in the Plan) per Share on the date prior to the date of this Exercise Notice, B is the Option Price, C is the number of Options being exercised in this Exercise Notice, and □ D is the amount of Tax Obligations (as defined in the Plan) applicable to the Options terminated at the election of the Participant pursuant to this Exercise Notice.

For greater certainty, where a Participant elects to exercise his/her Net Exercise Right, the amount of any Tax Obligation determined pursuant to the above formula will be deemed to have been paid in cash by the Corporation to the Participant as partial consideration for the termination of the Options, which cash will be withheld by the Corporation and remitted to the applicable taxation authorities as may be required.

Registration:

The Shares issued pursuant to this Exercise Notice (other than any Shares to be sold by a broker pursuant to the Cashless Exercise Right) are to be registered in the name of the undersigned and are to be delivered, as directed below:

Name:

Address:

Date

Name of Participant

Date

Signature of Participant or Authorized Signatory

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EXHIBIT "C" TO OMNIBUS INCENTIVE PLAN OF ENABLENCE TECHNOLOGIES INC.

FORM OF SHARE UNIT AGREEMENT

This Share Unit Agreement is entered into between Enablence Technologies Inc. (the " Corporation ") and the Participant named below, pursuant to the Corporation's Omnibus Incentive Plan (the " Plan "), a copy of which is attached hereto, and confirms that on:

1. _ (the " Grant Date ") 2. ___ (the " Participant ")

was granted Share Units (" Share Units "), in accordance with the terms of the Plan, which Share Units will vest as follows:

Number of Share Units	Time Vesting	Performance Vesting
	Conditions	Conditions

all on the terms and subject to the conditions set out in the Plan.

Subject to the terms and conditions of the Plan, including provisions governing the vesting of Awards while the Corporation is in a Blackout Period, the performance period for this grant of Share Units commences on the Grant Date and ends at the close of business on [●] (the " Performance Period "). The restriction period for this grant of Share Units commences on the Grant Date and ends at the close of business on [●] (the " Restriction Period "). Subject to the terms and conditions of the Plan, Shares Units will be redeemed and settled fifteen days after the applicable Vesting Date, all in accordance with the terms of the Plan.
By signing this agreement, the Participant:
(a) acknowledges that he or she has read and understands the Plan, agrees with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this Share Unit Agreement (subject to any specific variations contained in this Share Unit Agreement);
(b) acknowledges that, subject to the vesting and other conditions and provisions in this Share Unit Agreement, each Share Unit awarded to the Participant shall entitle the Participant to receive on settlement an aggregate cash payment equal to Market Value of a Share or, at the election of the Corporation and in its sole discretion, one Share of the Corporation. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Shares in respect of any Share Unit, and, notwithstanding any discretion exercised by the Corporation to settle any Share Unit, or portion thereof, in the form of Shares, the Corporation reserves the right to change such form of payment at any time until payment is actually made;

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(c) acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the vesting and redemption of any Share Unit, as determined by the Corporation in its sole discretion;
(d) agrees that a Share Unit does not carry any voting rights;
(e) acknowledges that the value of the Share Units granted herein are denominated in Canadian dollars (C$), and such value is not guaranteed;
(f) recognizes that, at the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of Section 2.2 of the Plan and any communication from or to the designee shall be deemed to be from or to the Corporation.
The Participant acknowledges and represents that: (a) the Participant fully understands and agrees to be bound by the terms and provisions of this Share Unit Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Share Unit Agreement, and (c) hereby accepts these Share Units subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this Share Unit Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this Share Unit Agreement and the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Share Unit Agreement.
This Share Unit Agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Corporation and the Participant (collectively the " Parties ") with respect to the Share Units and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Share Unit Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of Ontario. Should any provision of this Share Unit Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF the Corporation and the Participant have executed this Share Unit Agreement as of , 20__.

ENABLENCE TECHNOLOGIES INC.

Per:
Authorized Signatory
If the Participant is an individual:
EXECUTED by [●] in the presence of: )
)
)
Signature )
)
)
Print Name ) [NAME OF PARTICIPANT]
)
)
Address )
)
)
)
Occupation )

If the Participant is not an individual:

[NAME OF PARTICIPANT]

Per:

Authorized Signatory

Note to Plan Participants

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EXHIBIT "D" TO OMNIBUS INCENTIVE PLAN OF ENABLENCE TECHNOLOGIES INC.

FORM OF DSU AGREEMENT

This DSU Agreement is entered into between Enablence Technologies Inc. (the " Corporation ") and the Participant named below, pursuant to the Corporation's Omnibus Incentive Plan (the " Plan "), a copy of which is attached hereto, and confirms that on:

_______ (the " Grant Date "),
_______ (the " Participant ")
was granted deferred share units (" DSUs "), in accordance with the terms of the Plan.
The DSUs subject to this DSU Agreement will be fully vested on the Termination Date of the Participant.
The settlement of the DSUs, either in common shares of the Corporation, a lump sum cash payment or a combination of the foregoing, shall be payable to you net of any applicable withholding taxes in accordance with the Plan not later than December 15 of the year following the end of the calendar year in which the Termination Date occurs.
By signing this agreement, the Participant:
(a) acknowledges that he or she has read and understands the Plan, agrees with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this DSU Agreement (subject to any specific variations contained in this DSU Agreement);
(b) acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the vesting and redemption of any DSU, as determined by the Corporation in its sole discretion;
(c) agrees that a DSU does not carry any voting rights;
(d) acknowledges that the value of the DSUs granted herein are denominated in Canadian dollars (C$), and such value is not guaranteed;
(e) recognizes that, at the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of Section 2.2 of the Plan and any communication from or to the designee shall be deemed to be from or to the Corporation.
The Participant acknowledges and represents that: (a) the Participant fully understands and agrees to be bound by the terms and provisions of this DSU Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this DSU Agreement, and (c) hereby accepts these DSUs subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this DSU Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this DSU Agreement and the Plan, has had an opportunity to obtain the advice of counsel prior to executing this DSU Agreement.
This DSU Agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Corporation and the Participant (collectively the " Parties ") with respect to the DSUs and

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supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This DSU Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of Ontario. Should any provision of this DSU Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF the Corporation and the Participant have executed this DSU Agreement as of , 20__.

ENABLENCE TECHNOLOGIES INC.

Per: Authorized Signatory

If the Participant is an individual:

EXECUTED by [●] in the presence of: ) ) ) Signature ) ) ) Print Name ) [NAME OF PARTICIPANT] ) ) Address ) ) ) ) Occupation )

If the Participant is not an individual:

[NAME OF PARTICIPANT]

Per:

Authorized Signatory

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your DSUs.

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EXHIBIT "E" OMNIBUS INCENTIVE PLAN OF ENABLENCE TECHNOLOGIES INC.

RULES APPLICABLE TO US TAXPAYERS

Notwithstanding any contrary the provisions of the Plan or any Award Agreement, the following provisions shall apply to Awards granted to US Taxpayers:

To the extent that any Award constitutes "deferred compensation" as defined in US Tax Code Section 409A, if a "Change of Control" as defined in Section 1.1 would trigger a right of a US Taxpayer to receive payment with respect to an Award, such amount shall be payable only if such Change of Control, as so defined, constitutes a "change in control event" within the meaning of US Treasury Regulation Section 1.409A-3(i)(5)(i); provided, however, that a Participant shall become vested in such payment as provided in the Plan without regard to whether such Change of Control as defined in Section 1.1 constitutes such a "change in control event."
In determining the Option Price for Shares with respect to any Option granted to a US Taxpayer, the Option Price shall be no less than the "fair market value" (within the meaning of US Tax Code Section 409A) of the Shares on the date the relevant Option is granted, and such Option Price shall not be subject to any discount even if a discount is permitted by the Exchanges.
For purposes of Section 3.6(4) of the Plan, any net exercise mechanism applicable to an exercise of an Option granted to a US Taxpayer shall be modified to the extent necessary to comply with the requirements of US Tax Code Section 409A, including with respect to the use of "fair market value" (within the meaning of US Tax Code Section 409A) of the underlying Shares instead of the VWAP of the underlying Shares if required so that the Option remains exempt from the provisions of US Tax Code Section 409A with respect to the US Taxpayer.
For purposes of Section 5.6 of the Plan, DSUs granted to a US Taxpayer shall be redeemed and settled no later than the 90th day following the Termination Date or such other date as is necessary to comply with Section 409A of the US Tax Code.
For purposes of Section 6.3, the applicable Award Agreement for a Share Unit or DSU granted to a US Taxpayer shall include such provisions as are necessary so that, notwithstanding the provisions of Section 6.3, the payment date with respect to the applicable Award shall be compliant with, or exempt from, US Tax Code Section 409A.
Notwithstanding Section 7.1, for Awards granted to US Taxpayers, no adjustments, including any adjustment to the exercise price of an Award, shall result in an Option becoming subject to US Tax Code Section 409A, or result in changing the original treatment of a Share Unit or DSU as compliant with or exempt from US Tax Code Section 409A.
In addition to the provisions of Section 8.9 of the Plan, the following shall also apply to Awards granted to US Taxpayers: The term "termination" as it relates to a Participant's status as an Employee, and similar terms in relation to the Employee's employment relationship, shall mean, to the extent an Award constitutes "deferred compensation" within the meaning of US Tax Code Section 409A, a "separation from service" within the meaning of Section 409A. A series of separately identifiable payments shall be considered "separate payments" for purposes of Section 409A. Notwithstanding anything in the Plan or an Award Agreement to the contrary, the following special six (6) month delay rule shall apply if and to the extent required by US Tax Code Section 409A in the event that (i) a Participant is deemed to be a "specified employee" within the meaning

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of US Tax Code Section 409A(a)(2)(B)(i), (ii) amounts or benefits granted pursuant to an Award are due or payable on account of the Participant's "separation from service" within the meaning of US Tax Code Section 409A, and (iii) the Participant is employed by a public company or a controlled group affiliate thereof: no payments hereunder that are "deferred compensation" subject to US Tax Code Section 409A shall be made to the Participant prior to the date that is six (6) months after the date of the Participant's separation from service or, if earlier, the Participant's date of death, and following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest permissible payment date.

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AI assistant

Enablence Technologies Inc. — Proxy Solicitation & Information Statement 2026

43993_rns_2026-05-26_96306765-3697-4589-8e1e-00949d40ce4a.pdf

ENABLENCE TECHNOLOGIES INC.

NOTICE OF MEETING

MANAGEMENT INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

MESSAGE TO SHAREHOLDERS

ENABLENCE TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

ENABLENCE TECHNOLOGIES INC.

MANAGEMENT PROXY CIRCULAR

Solicitation of Proxies

Appointment of Proxies

Attending and Voting Instructions

1. Registered Shareholders

2. Non-Registered Shareholders (Beneficial Owners)

The Non-Registered Shareholder should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered.

Revocation of Proxies

Voting and Discretion of Proxies

Interest of Certain Persons or Companies in Matters to be Acted Upon

Voting Shares and Principal Shareholders

Note:

Particulars of Matters to be Acted Upon

1. Election of Directors

Notes:

Derek J. Burney, Director, Chair of the Board of Directors

Louis De Jong, Director, Chair of the Audit Committee

Daniel Huff, Director

Oded Tal, Director

Cease Trade Orders, Personal Bankruptcies, Penalties and Sanctions

2. Appointment of Auditors

3. Approval of the Company's Omnibus Incentive Plan

Purpose:

Award Types:

Share Reserve:

Share Counting:

Share Recycling:

Shares Available for Awards

Description of Awards

Options

Share Units

Deferred Share Units

Effect of Termination on Awards

Change of Control

Assignment

Amendment or Discontinuance of the Plan

Omnibus Plan Resolution

Recommendation of the Board of Directors

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Director and Named Executive Officer Compensation Table

Notes:

Stock Options and Other Compensation Securities

Notes:

Exercise of Compensation Securities by Directors and Named Executive Officers

External Management Companies

Stock Option Plans and Other Incentive Plans

Key Terms of the Incentive Plan

Employment, Consulting and Management Agreements

Todd Haugen, Chief Executive Officer

Stan Besko, Former Chief Financial Officer

Ashok Balakrishnan, Chief Technology Officer

Oversight and Description of Director and Named Executive Officer Compensation

Pension Disclosure

Indebtedness of Directors, Officers and Others

EQUITY COMPENSATION PLAN INFORMATION

Notes:

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Pinnacle Island II LP

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Introduction

Board of Directors

Board Composition

Diversity

Board Committees

1. Audit Committee Mandate

2. Compensation Committee Mandate

Reliance on Certain Exemptions

Enablence Technologies Inc. Proxy Solicitation & Information Statement 2026