FORT TECHNOLOGY INC.

NOTICE OF SPECIAL MEETING

TO BE HELD ON APRIL 10, 2026

NOTICE IS HEREBY GIVEN that a special meeting of the holders (the “ shareholders ”) of common shares (“ Common Shares ”) of Fort Technology Inc. (the “ Company ”) will be held on April 10, 2026 at 11:00 a.m. (Vancouver time) at the offices of the Endeavor Trust Corporation at 702-777 Hornby St., Vancouver, British Columbia V6Z 1S4 (the “ Meeting ”) for the following purposes as more particularly described in the accompanying management information circular (the “ Circular ”):

to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the “ Continuance Resolution ”) approving the continuation of the Company’s corporate existence from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario) as more particularly described in the Circular;
subject to approval of the Continuance Resolution, to consider, and, if deemed advisable, to pass an ordinary resolution confirming the repeal of any existing by-laws of the Company and the enactment of a new By-Law No. 1, conditional on the continuance of the Company into the Province of Ontario as more particularly described in the Circular; and
to transact such other business as may properly come before the Meeting or any adjournment thereof.

The Circular, proxy form and return card also accompany this Notice of Meeting. The nature of the business to be transacted at the Meeting, including details of the special business and its effects, is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Only shareholders of record at the close of business on March 4, 2026, will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Registered shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed proxy form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated on the Proxy form. To be used at the Meeting, proxies must be received by Endeavor Trust Corporation, 702-777 Hornby St., Vancouver, British Columbia V6Z 1S4 by 11:00 a.m. (Vancouver time) on April 8, 2026 or, if the Meeting is adjourned, by 11:00 a.m. (Vancouver time), on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

The Company is committed to keeping shareholders informed if the Meeting format, location, time or date needs to be changed. The Company will notify shareholders of a change in the format, location, time or date of the Meeting without sending additional soliciting materials or updating proxy-related materials by: issuing a news release announcing such change in the date, time, location or format, filing the news release on SEDAR+; and informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, you must complete and return your voting instructions in accordance with the procedures provided by your broker or such other intermediary.

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

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

THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) GIVES TO REGISTERED SHAREHOLDERS WHO OBJECT TO THE CONTINUANCE OF THE COMPANY OUT OF BRITISH COLUMBIA THE RIGHT TO DISSENT . Registered shareholders who validly dissent in respect of the Continuance Resolution will be entitled to be paid the fair value of their Common Shares. A shareholder's right to dissent is described in the Circular. Failure to strictly comply with the dissent procedures set forth Sections 237 to 247 of the BCBCA in the case of the Continuance Resolution, will result in the loss of any dissent right. Please see the accompanying Information Circular.

Dated as of the 9^th day of March, 2026.

BY ORDER OF THE BOARD

“Gabriel Kabazo” Gabriel Kabazo CEO

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FORT TECHNOLOGY INC.

SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

GENERAL INFORMATION

This Circular is furnished to the holders (" shareholders ") of common shares (" Common Shares ") of Fort Technology Inc. (the " Company ") by management of the Company in connection with the solicitation of proxies to be voted at the special meeting (the " Meeting ") of the shareholders to be held on April 10, 2026, at 11:00 a.m. (Vancouver time) and at any adjournment thereof to be held at the offices of the Endeavor Trust Corporation at 702-777 Hornby St., Vancouver, British Columbia V6Z 1S4, Canada, for the purposes set forth in the accompanying notice of meeting (the " Notice of Meeting ").

PROXIES

Solicitation of Proxies

The enclosed Proxy is solicited by and on behalf of management of the Company. The persons named in the enclosed Proxy form are management-designated proxyholders. A registered shareholder desiring to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting may do so either by inserting such other person's name in the blank space provided in the Proxy form or by completing another form of proxy. To be used at the Meeting, proxies must be received by Endeavor Trust Corporation, 702-777 Hornby St., Vancouver, British Columbia V6Z 1S4 by 11:00 a.m. (Vancouver time) on April 8, 2026 or, if the Meeting is adjourned, by 11:00 a.m. (Vancouver time), on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. Solicitation will be primarily by mail, but some proxies may be solicited personally or by telephone by regular employees or directors of the Company at a nominal cost. The cost of solicitation by management of the Company will be borne by the Company.

Non-Registered Holders

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

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

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

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54101 ") of the Canadian Securities Administrators, the Company is distributing copies of proxy-related materials in connection with this Meeting (including this Information Circular) indirectly to Non-Registered Holders.

The Company is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of proxyrelated materials in connection with the Meeting.

Intermediaries which receive the proxy-related materials are required to forward the proxy-related materials to NonRegistered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to Non-Registered Holders.

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

Generally, Non-Registered Holders who have not waived the right to receive proxy-related materials (including OBOs who have made the necessary arrangements with their Intermediary for the payment of delivery and receipt of such proxy-related materials) will be sent a voting instruction form which must be completed, signed and returned by the Non-Registered Holder in accordance with the Intermediary's directions on the voting instruction form. In some cases, such Non-Registered Holders will instead be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Endeavor Trust Corporation as described under "Solicitation of Proxies".

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

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

Revocability of Proxies

A registered shareholder who has given a Proxy may revoke it by an instrument in writing:

(a) executed by the shareholder giving same or by the shareholder's attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and
(b) delivered either at the registered office of the Company at any time up to and including the last business day before the day of the Meeting, or any adjournment thereof, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof before any vote in respect of which the Proxy is to be used shall have been taken,

or in any other manner provided by law.

Non-Registered Holders who wish to revoke a voting instruction form or a waiver of the right to receive proxy-related materials should contact their Intermediaries for instructions.

Voting of Proxies

Common Shares represented by a shareholder's Proxy form will be voted or withheld from voting in accordance with the shareholder's instructions on any ballot that may be called for at the Meeting and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any instructions, the management-designated proxy agent named on the Proxy form will cast the shareholder's votes in favour of the passage of the resolutions set forth herein and in the Notice of Meeting.

The enclosed Proxy form confers discretionary authority upon the persons named therein with respect to (a) amendments or variations to matters identified in the Notice of Meeting and (b) other matters which may properly come before the Meeting or any adjournment thereof. At the time of printing of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

VOTES NECESSARY TO PASS RESOLUTIONS

Under the Company’s articles, a quorum for the transaction of business at any meeting of Shareholders is two persons who are, or represent by proxy, shareholders holding, in the aggregate, at least 5% of the issued Common Shares entitled to be voted at the Meeting.

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Unless otherwise noted herein, approval of matters to be placed before the Meeting will be approved by an ordinary resolution of the shareholders, which is a resolution passed by simple majority of greater than 50% of the votes cast by shareholders entitled to vote and present in person or represented by proxy at the Meeting. For greater certainty, for a special resolution to be passed at the Meeting, the majority of votes required for the Company is (two-thirds) 2/3 of the votes cast on such special resolution.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The only issued and outstanding voting class of shares of the Company is the Common Shares, with each Common Share carrying the right to one vote. The board of directors of the Company (" Board of Directors " or " Board ") has fixed March 4, 2026, as the record date (the " Record Date ") for the determination of shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting. As of the Record Date, 11,362,318 Common Shares were issued and outstanding as fully paid and non-assessable.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no person beneficially owned, or controlled or directed, directly or indirectly, shares carrying 10% or more of the voting rights attached to the Company's issued and outstanding Common Shares other than the following persons:

Name	Number of Common Shares	Percentage of Outstanding Common Shares⁽¹⁾
Jeffs’ Brands Ltd	8,843,658	77.83%

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no director or executive officer of the Company, no person who beneficially owns, controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares (each of the foregoing being an “ Informed Person ”), no director or executive officer of an entity that is itself an Informed Person or a subsidiary of the Company, no proposed director of the Company, and no associate or affiliate of the foregoing has any material interest, direct or indirect, in any transaction since the beginning of the Company’s last completed financial year or in any proposed transaction which, in either case, has materially affected or would materially affect the Company or any of its subsidiaries.

AUDITOR

Brightman Almagor Zohar & Co., Certified Public Accountant is the auditor of the Company since July 9, 2025.

MANAGEMENT CONTRACTS

No management functions of the Company are to any substantial degree performed by a person other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

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Continuance Resolution

The Company is currently existing under the Business Corporations Act (British Columbia) (the " BCBCA "). The Company is seeking shareholder approval to continue (the “ Continuance ”) the Company's corporate existence to Ontario under the Business Corporations Act (Ontario) (the " OBCA "). For greater certainty, shareholders are being asked to consider and, if deemed advisable, approve and pass the following resolution (the “ Continuance Resolution ”) at the Meeting:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The Company be, and hereby is, authorized and empowered to continue from the Business Corporations Act (British Columbia) (the " BCBCA ") to the Business Corporations Act (Ontario) (the " OBCA ") (the " Continuance ");
The Company be, and hereby is, authorized to apply to the BC Registrar for authorization to permit such Continuance in accordance with Section 308 of the BCBCA and to file the Continuation Application;
The Company be, and hereby is, authorized to apply to the Ontario Director for a Certificate of Continuance continuing the Company as if it had been incorporated under the laws of the Province of Ontario in accordance with the OBCA and to file the Articles of Continuance;
Any one director or officer of the Company be, and hereby is, authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such 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; and
Notwithstanding the approval of the Continuance Resolution by shareholders of the Company as herein provided, the Board may, in its sole discretion abandon such proposed Continuance without further approval or action by, or prior notice to, the shareholders of the Company.”

To be effective, the Continuance Resolution must be approved at the Meeting by at least two-thirds (66 2/3) of the votes cast thereon by shareholders, voting as a single class, present in person or represented by proxy at the Meeting. If the shareholders do not approve the Continuance Resolution, the Continuance will not proceed.

The Company intends to move its registered and records office to Toronto, Ontario to be closer to capital markets advisors and its legal counsel will be based in Ontario. Accordingly, management believes that it will be more efficient and cost effective for the Company to be governed by the laws of Ontario.

Upon the Continuance, the BCBCA will cease to apply to the Company and the Company will become subject to the OBCA, as if it had been originally incorporated as an Ontario company. The Continuance will not result in any change in the business of the Company or its assets, liabilities or net worth. The Continuance is not a reorganization, an amalgamation or a merger.

If the special resolution approving the Continuance is approved at the Meeting, the Company will apply to and file all necessary documentation with the Registrar under the BCBCA for authorization to continue into the Province of Ontario. Following receipt of the Registrar's authorization, the Company will apply for a certificate of continuance and file articles of continuance under the OBCA. The articles of continuance will constitute the governing instrument of the continued company under the OBCA. Notwithstanding the approval of the Continuance Resolution by shareholders, the Board may, in its sole discretion abandon such proposed Continuance without further approval or action by, or prior notice to, the shareholders.

Comparison of Rights Under the OBCA and BCBCA

The provisions of the OBCA dealing with shareholder rights and protections are generally comparable to those contained in the BCBCA. Shareholders of the Company will not lose any significant rights or protection as a result of the Continuance. The following is a summary comparison of the provisions of the OBCA and the BCBCA which pertain to the rights of shareholders. This summary is not intended to be exhaustive and shareholders should consult their legal advisors regarding all of the implications of the Continuance and to review the full text of the OBCA and the BCBCA. Notwithstanding the alteration of shareholders' rights and obligations under the OBCA and the articles of incorporation and by-laws for the Company, the Company will still be bound by the rules and policies of the TSX Venture Exchange as well as the applicable securities legislation.

Charter Documents

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Under the BCBCA, the charter documents consist of a "Notice of Articles", which sets forth, among other things, the name of the Company and the amount and type of authorized capital, and "Articles" which govern the management of the Company (collectively, the " Charter Documents "). The Notice of Articles is filed with the Registrar of Companies and the Articles are filed only with the Company's registered and records office. Under the OBCA, the Company has "articles", which set forth the name of the Company and the amount and type of authorized capital, and "bylaws" which govern the management of the Company. The articles are filed with the Director under the OBCA and the bylaws are filed with the Company's registered and records office. Therefore, the current articles of the Company, which are suitable for a company governed by the BCBCA and not for a corporation governed by the OBCA, will have to be changed to new by-laws (the " By-laws ") that are suitable for an Ontario corporation. The repeal of the existing Articles of the Company and the adoption of the By-laws has been approved by the directors, subject to the prior completion of the Continuation.

Upon the Continuation becoming effective, the former articles of the Company will be repealed and replaced with the ByLaws as set out under the heading " Particulars of Other Matters to be Acted Upon – Adoption of New General By-Law ". The text of the By-Laws are attached to this Circular as Appendix “B”.

Sale of the Company’s Undertaking

The OBCA requires approval of the holders of two-thirds of the shares of a corporation represented at a duly called meeting to approve a sale, lease or exchange of all or substantially all of the property of a corporation. Each share of the corporation carries the right to vote in respect of a sale, lease or exchange of all or substantially all of the property of a corporation whether or not it otherwise carries the right to vote. Holders of shares of a class or series can vote separately only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

Under the BCBCA, the directors of a company may dispose of all or substantially all of the business or undertaking of such company only if it is in the ordinary course of the company's business or with shareholder approval authorized by special resolution. Under the BCBCA a special resolution requires the approval of a "special majority", which means the majority specified in a corporation's articles of at least two-thirds and not more than by three-quarters of the votes cast by those shareholders voting in person or by proxy at a meeting of the company.

Amendments to the Charter Documents

Under the OBCA substantive changes to the charter documents of a corporation require a resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where the certain specified rights of the holders of a class of shares are affected differently by the alteration than the rights of the holders of other classes of shares, a resolution passed by not less than two-thirds of the votes cast by the holders of all of the shares of a corporation, whether or not they carry the right to vote, and a special resolution of each class, or series, as the case may be, even if such class or series is not otherwise entitled to vote. A resolution to amalgamate an OBCA corporation requires a special resolution passed by the holders of each class of shares or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.

Changes to the articles of a corporation under the BCBCA will be affected by the type of resolution specified in either the BCBCA or the articles of a corporation, which, for many alterations, including change of name or alterations to the articles, could provide for approval solely by a resolution of the directors. In the absence of anything in the articles, most corporate alterations will require a special resolution. Alteration of the special rights and restrictions attached to issued shares requires, in addition to any resolution provided for by the Articles, consent by a special resolution of the holders of the class or series of shares affected. A proposed amalgamation or continuation of a corporation out of the jurisdiction requires a special resolution as described above.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders, including beneficial holders, who dissent from certain actions being taken by a company, may exercise a right of dissent and require such company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where a company proposes to, among other things: (a) alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on; (b) adopt an amalgamation agreement; (c) approve an amalgamation under Division 4 of Part 9 of the BCBCA; (d) approve an arrangement, the terms of which arrangement permit dissent; (e) authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking; and (f) authorize the continuation of the company into a jurisdiction other than British Columbia.

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The OBCA contains a similar dissent remedy, although the procedure for exercising this remedy is different from that contained in the BCBCA.

For additional information, see “ Dissent Rights to the Continuance ” and Schedule “A” hereto.

Oppression Remedies

Under the OBCA a shareholder, beneficial shareholder, former shareholder or beneficial shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of a corporation or its affiliates effects a result, the business or affairs of a corporation or its affiliates are or have been exercised in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer.

The oppression remedy under the BCBCA is similar to the remedy found in the OBCA, with a few differences. Under the OBCA, the applicant can complain not only about acts of the corporation and its directors but also acts of an affiliate of the corporation and the affiliate's directors, whereas under the BCBCA, the shareholder can only complain of oppressive conduct of a company. In addition, under the BCBCA the applicant must bring the application in a "timely manner", which is not required under the OBCA.

Shareholder Derivative Actions

Under the BCBCA, a shareholder, including a beneficial shareholder or a director of a company may, with leave of the court, bring an action in the name and on behalf of the company to enforce an obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such an obligation. An applicant may also, with leave of the court, defend a legal proceeding brought against a corporation.

A broader right to bring a derivative action is contained in the OBCA and this right extends to officers, former shareholders, directors or officers of a corporation or its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action. In addition, the OBCA permits derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries.

Requisition of Meetings

The OBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of the shareholders of the corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

The BCBCA provides that one or more shareholders of a company holding not less than 5% of the issued voting shares of the company may give notice to the directors requiring them to call and hold a general meeting which meeting must be held within 4 months.

Form of Proxy and Information Circular

The BCBCA requires a reporting company, such as the Company, to provide with notice of a general meeting a form of proxy for use by every shareholder entitled to vote at such meeting as well as an information circular containing prescribed information regarding the matters to be dealt with at the meeting. The OBCA contains provisions which likewise require the mandatory solicitation of proxies and delivery of a management proxy circular.

Place of Meetings

The OBCA provides that meetings of shareholders may be held either inside or outside Ontario as the directors may determine. The BCBCA requires all meetings of shareholders to be held in British Columbia unless a location outside British Columbia is provided for the in articles, approved by an ordinary resolution before the meeting or approved in writing by the Registrar under the BCBCA.

Directors

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The BCBCA provides that a public company must have at least 3 directors but does not have any residency requirements for a company's directors. The OBCA contains provisions which likewise require not fewer than 3 directors in case of a corporation that is an offering corporation and does not impose any residency requirements for a company’s directors.

Procedure for the Continuance

In order to effect the Continuance, the following steps must be taken:

(a) the shareholders must approve the Continuance Resolution at the Meeting, authorizing the Company to, among other things, file the prescribed application for authorization to continue out of British Columbia (the " Continuation Application ") with the registrar appointed under the BCBCA (the " BC Registrar ");
(b) the BC Registrar must authorize the proposed Continuance (the " Authorization ");
(c) the Company must then file articles of Continuance (the " Articles of Continuance "), the Authorization and any other necessary documentation with the director appointed under the OBCA (the " Ontario Director "), who will then issue a Certificate of Continuance; and
(d) the Certificate of Continuance received from the Ontario Director must be submitted to the BC Registrar, who will then publish a notice that the Company has been continued into Ontario.

Effect of the Continuance

Upon the issuance of a Certificate of Continuance for the Company under the OBCA, the Company will cease to be a corporation governed by the BCBCA and will be governed by the OBCA. The Continuance does not create a new legal entity and will not prejudice or affect the continuity of the Company. The Continuance will not result in any change in the business of the Company. Upon the completion of the Continuance, there is no change in:

(a) the ownership of corporate property;
(b) liability for the obligations of the Company;
(c) the existence of a cause of action, claim or liability to prosecution;
(d) enforcement against the Company of any civil, criminal, administrative action or proceedings pending; an
(e) the enforceability of any conviction against, or ruling, order or judgment in favour of or against the Company.

Furthermore, any Common Shares issued before the Continuance will continue to be shares of the Company, as a company governed by the OBCA. The Continuance does not relieve a holder of Common Shares of any liability in respect of such Common Shares.

Dissent Rights to the Continuance

Section 309 of the BCBCA gives to registered shareholders who object to the continuance of the Company out of British Columbia the right to dissent (the " Dissent Right ") under Division 2 of Part 8 in respect of the Continuance and to be paid the fair value of their Common Shares determined as of the day before the resolution approving the Continuance was passed. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should contact the registered shareholder for assistance with exercising the Dissent Right. The Dissent Right is briefly summarized below, but shareholders are referred to the full text of Sections 237 to 247 of the BCBCA attached to this Circular as Schedule "A" for a complete understanding of the Dissent Right under the BCBCA.

The statutory provisions dealing with the right of dissent are technical and complex. Any Shareholders who wish to exercise their right of dissent should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237247 of the BCBCA may prejudice their right of dissent.

Shareholders registered as such on March 4, 2026, may exercise rights of dissent pursuant to and in the manner set forth in Sections 237-247 of the BCBCA, provided that the notice of dissent (“ Dissent Notice ”) duly executed by such Shareholder is received by the Company two business days in advance of the date of the Meeting. Dissenting Shareholders (the " Dissenting Shareholder ") are ultimately entitled to be paid fair value for their dissenting shares (the " Dissenting Shares ") and shall be deemed to have transferred their Dissenting Shares to the Company.

A vote against the Continuance Resolution, an abstention from voting in respect of the Continuance Resolution, or the execution or exercise of a Proxy to vote against the Continuance Resolution does not constitute a notice of dissent, but a Shareholder need not vote against the Continuance Resolution in order to dissent. However, a Shareholder who consents to or votes in favour of the Continuance Resolution, other than as a proxy for a shareholder whose proxy required an affirmative vote, or otherwise acts inconsistently with the dissent, will cease to be entitled to exercise any Dissent Rights.

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Prior to the Continuance becoming effective, the Company will send a notice of intention to act to each Dissenting Shareholder stating that the Continuance Resolution has been passed and informing the Dissenting Shareholder of their intention to act on such Continuance Resolution. A notice of intention need not be sent to any Shareholder who voted in favour of the Continuance Resolution or who has withdrawn his notice of dissent.

Within one month of the date of the notice given by the Company of its intention to act, the Dissenting Shareholder is required to send written notice to the Company that he or she requires the Company to purchase all of his or her shares and at the same time to deliver certificates representing those shares to the Company. Upon such delivery, the Dissenting Shareholder will be bound to sell and the Company will be bound to purchase the shares subject to the demand for a payment equal to their fair value as of the day before the day on which the Continuance Resolution was passed by the Shareholders, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable). Every Dissenting Shareholder who has delivered a demand for payment must be paid the same price as the other Dissenting Shareholders.

A Dissenting Shareholder who has sent a demand for payment, or the Company, may apply to the Court which may:(a) require the Dissenting Shareholder to sell and the Company, to purchase the shares in respect of which a notice of dissent has been validly given; (b) set the price and terms of the purchase and sale, or order that the price and terms be established by arbitration, in either case having due regard for the rights of creditors; (c) join in the application of any other Dissenting Shareholder who has delivered a demand for payment; and (d) make consequential orders and give such directions as it considers appropriate.

No Dissenting Shareholder who has delivered a demand for payment may vote or exercise or assert any rights of a Shareholder in respect of their shares for which a demand for payment has been given, other than the rights to receive payment for those shares. Until a Dissenting Shareholder who has delivered a demand for payment is paid in full, that Dissenting Shareholder may exercise and assert all the rights of a creditor of the Company. No Dissenting Shareholder may withdraw his demand for payment unless the Company consents.

Strict adherence to the procedures set forth above will be required and failure to do so may result in the loss of all the Dissent Rights. Accordingly, each Shareholder who might desire to exercise the Dissent Rights should carefully consider and fully comply with the provisions set forth above and below and consult his or her legal advisor.

Sections 237-247 of the BCBCA

The following is a brief summary of the provisions of Sections 237-247 of the BCBCA. A Dissenting Shareholder who duly gives notice of dissent to the Continuance may require the Company, if the Continuance becomes effective, to purchase all of the shares held by such shareholder at the fair value of such shares as of the day before the date on which the special resolution was passed. Shareholder may give Dissent Notices in respect of the Continuance by registered mail addressed to the Company at the addresses for the Dissent Notices noted below. The Dissent Notice must be received at the appropriate office of the Company, as specified below, at least 2 business days before the Meeting.

To be valid, a Dissent Notice must:

(a) identify in each Dissent Notice the person on whose behalf the dissent is being exercised;
(b) set out the number of Common Shares in respect of which the Dissenting Shareholder is exercising the Dissent Rights (" Continuance Notice Shares "), which number cannot be less than all of the Common Shares held by the beneficial owner on whose behalf the Dissent Rights are being exercised;
(c) if the Continuance Notice Shares constitute all of the Common Shares of which the Dissenting Shareholder is both the registered shareholder and beneficial owner and the Dissenting Shareholder owns no other Common Shares as beneficial owner, a statement to that effect;
(d) if the Continuance Notice Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered shareholder but the Dissenting Shareholder owns other Common Shares as a beneficial owner, a statement to that effect, and:
a. the names of the registered shareholders of those other Common Shares;
b. the number of those other Common Shares that are held by each of those registered shareholders;
c. a statement that Dissent Notices are being or have been sent in respect of all those other Common Shares;
(e) if a Dissent Right is being exercised by the Dissenting Shareholder on behalf of a beneficial owner who is not a Dissenting shareholder, a statement to that effect, and:
a. the name and address of the beneficial owner; and

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b. a statement that the Dissenting Shareholder is dissenting in relation to all of the Common Shares beneficially owned by the beneficial owner that are registered in the Dissenting Shareholder's name.

As a result of giving notice of dissent such shareholder may, on receiving a notice of intention to act under Sections 237247 of the BCBCA, require the Company to purchase all the shares of such shareholder in respect of which the Dissent Notice was given. The text of Sections 237-247 of the BCBCA is set out in Schedule "A" to this Circular.

Address for the Dissent Notices

All of the Dissent Notices to the Company shall be addressed to:

Fort Technology Inc. c/o Endeavor Trust Corporation 702-777 Hornby Street Vancouver, British Columbia V6Z 1S4

Attention: AGM Services

The directors of the Company may elect not to proceed with the transactions contemplated in the Continuance Resolution if any of the Dissent Notices are received. Shareholders who wish to exercise Dissent Rights should carefully review the dissent procedures described in Sections 237 to 247 of the BCBCA attached to this Circular as Schedule "A" and seek legal advice, as failure to adhere strictly to the Dissent Right requirements may result in the loss of any right to dissent.

The Continuance must be approved by the affirmative vote of at least two-thirds of the votes cast by shareholders on the resolution in person or by proxy at the Meeting.

Board Recommendation

THE BOARD RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS VOTE FOR THE SPECIAL RESOLUTION APPROVING THE CONTINUANCE. PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE SPECIAL RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHARES ARE TO BE VOTED AGAINST SUCH APPROVAL.

In the event Shareholder approval is not given, the Company will not proceed with the Continuance.

Adoption of New General By-Law

If the Continuance is approved and effected, By-Law No. 1 under the OBCA which has been conditionally approved by the board of directors will be implemented as the Company's general by-law. The shareholders will be asked to consider and, if thought appropriate, approve, a resolution confirming By-Law No. 1, a copy of which is attached hereto as Schedule "B". By-Law No. 1 is standard in its form and governs all aspects of the business and affairs of the Company, such as the establishment of a quorum for meetings of directors and shareholders, the conduct of such meeting, signing authorities, the appointment of officers, the description of the officers' duties, the establishment of committees of the board of directors, the authority of persons to contract on behalf of the Company and similar matters.

Shareholders are being asked to consider and, if deemed advisable, approve and pass the following resolution:

" BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

Any existing by-laws of the Company be repealed and By-Law No. 1, being a general by-law in the form attached to the management information circular dated March 9, 2026, as Schedule "B" be and is hereby confirmed as a by-law of the Company; and
Any one or more directors or officers be and are hereby authorized, upon the board of directors resolving to give effect to this resolution, to take all necessary steps and proceedings, and to execute and deliver and file any and all applications, declarations, documents and other instruments and do all such other acts and things (whether under corporate seal of the Company or otherwise) that may be necessary or desirable to give effect to the provisions of this resolution."

In order to confirm By-Law No. 1, at least a majority of the votes cast at the Meeting by shareholders must be voted in favour of the resolution confirming the same.

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Board Recommendation

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE FOREGOING RESOLUTION REPEALING THE EXISTING BY-LAWS AND CONFIRMING THE ADOPTION OF BY-LAW NO. 1. BY-LAW NO. 1 MUST BE APPROVED BY THE MAJORITY OF VOTES CAST AT THE MEETING ON THE RESOLUTION, UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

OTHER MATTERS

Management of the Company is not aware of any other matters to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy form to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at https://www.sedarplus.ca.

DATED as of the 9^th day of March, 2026.

BY ORDER OF THE BOARD

“Gabriel Kabazo" GABRIEL KABAZO CEO

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SCHEDULE “A” DISSENT RIGHTS

[see following pages]

45103239v2

DISSENT RIGHTS

Business Corporations Act (British Columbia) Part 8, Division 2 Dissent Proceedings, Sections 237-247

Definitions and application

237 (1) In this Division:

“ dissenter ” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“ notice shares ” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“ payout value ” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

(e) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

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(a) under section 260, in respect of a resolution to alter the articles

(i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on, or

(ii) without limiting subparagraph (i), in the case of a community contribution company,

to alter any of the company's community purposes within the meaning of section 51.91;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

(h) in respect of any court order that permits dissent.

(2) A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

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(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

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(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,

(b) a statement advising of the right to send a notice of dissent, and

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and

(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

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(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

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(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the beneficial owner, and

(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and

(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,

(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,

(b) the certificates, if any, representing the notice shares, and

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(2) The written statement referred to in subsection (1) (c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and

(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
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(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2)(a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or

(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before

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payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes In favour of, the resolution in respect of which the notice of dissent was sent;

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

SCHEDULE “B”

NEW GENERAL BY-LAWS

[see following pages]

B-1

45103239v2

FORT TECHNOLOGY INC.

(the "Company")

BY-LAW NO. 1

a by-law relating generally to the transaction of the business and affairs of the Company

BE IT PASSED AND MADE as a by-law of the Company as follows:

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this by-law, unless there is something in the subject matter or context inconsistent therewith,

"Act" means the Business Corporations Act (Ontario);

"affiliate" means an affiliated body corporate, and one body corporate shall be deemed to be affiliated with another body corporate if, but only if, one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person;

“Applicable Securities Laws ” means the applicable securities legislation of each relevant province and territory in Canada, as from time to time amended, the written rules, regulations and forms made or promulgated under any such legislation and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province or territory of Canada;

"articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent, a special act and any other instrument by which the Company is incorporated;

"auditor" means the auditor of the Company;

"board" means the board of directors of the Company;

"by-law" means a by-law of the Company;

"Chair of the Board", "President", "Vice-President", "Secretary", "Treasurer", "Managing Director", "General Manager", "Assistant Secretary", "Assistant Treasurer" or any other officer means such officer of the Company;

"committee" means a committee appointed pursuant to section 4.1 of this by-law;

"director" means a director of the Company;

"day" means a clear day and a period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday;

"employee" means an employee of the Company;

“non-business day” means Saturday, Sunday and any other day that is a holiday as defined in the applicable legislation;

"number of directors" means the number of directors set out in the articles or, where a minimum and maximum number of directors is set out in the articles, the number of directors as shall be determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors;

"officer" means an officer of the Company;

“ordinary resolution ” means a resolution that is (i) submitted to a meeting of the shareholders and passed, with or without amendment, at the meeting by at least a majority of the votes cast; or (ii) signed by all of the shareholders entitled to vote on that resolution;

"person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“recorded address ” means (i) in the case of a shareholder, the address of the shareholder as recorded in the securities register; (ii) in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; (iii) in the case of an officer, auditor or member of a committee of the board, the latest address as recorded in the records of the Company; and (iv) in the case of a director, the latest address as recorded in the records of the Company or in the most recent notice filed under applicable corporate information legislation, whichever is more current;

"shareholder" means a shareholder of the Company;

"STA" means the Securities Transfer Act, 2006 (Ontario);

"resident Canadian" means an individual who is: (a) a Canadian citizen ordinarily resident in Canada; (b) a Canadian citizen not ordinarily resident in Canada who is a member of a class of persons prescribed by the Act for the purposes of the definition of "resident Canadian"; or (c) a permanent resident within the meaning of the Immigration Act of Canada and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he or she first became eligible to apply for Canadian citizenship;

"special resolution" means a resolution that is: (a) submitted to a special meeting of the shareholders of the Company duly called for the purpose of considering the resolution and passed, with or without amendment, at such meeting by at least two-thirds of the votes cast; or (b) consented to in writing by each shareholder of the Company entitled to vote at such a meeting or its attorney authorized in writing;

"subsidiary" means in relation to another body corporate, a body corporate which:

(a) is controlled by

(i) that other, or
(ii) that other and one or more bodies corporate each of which is controlled by that other, or
(iii) two or more bodies corporate each of which is controlled by that other; or
(b) is a subsidiary of a body corporate that is that other's subsidiary;

"unanimous shareholder agreement" means: (A) a written agreement among all the shareholders or among all the shareholders and one or more persons who are not shareholders that restricts in whole or in part the powers of the directors to manage or supervise the management of the business and affairs of the Company; or (B) a written declaration made by a person who is the beneficial owner of all the issued shares of the Company that restricts in whole or in part the powers of the directors to manage or supervise the management of the business and affairs of the Company; and

subject to the foregoing, the words and expressions herein contained shall have the same meaning as corresponding words and expressions in the Act.

1.2 Interpretation

In each by-law and resolution, unless there is something in the subject matter or context inconsistent therewith, the singular shall include the plural and the plural shall include the singular and the masculine shall include the feminine. Wherever reference is made in this or any other by-law or in any special resolution to any statute or section thereof, such reference shall be deemed to extend and refer to any amendment to or re-enactment of such statute or section, as the case may be.

1.3 Headings and Table of Contents

The headings and table of contents in this by-law are inserted for convenience of reference only and shall not affect the construction or interpretation of this by-law.

ARTICLE 2 GENERAL

2.1 Registered Office

The Company may by resolution of the directors change the location of its registered office within the municipality or geographic township specified in the articles.

2.2 Corporate Seal

The Company may have a corporate seal which shall be adopted and may be changed by resolution of the directors.

2.3 Financial Year

The directors may by resolution fix the financial year end of the Company and the directors may from time to time by resolution change the financial year end of the Company.

2.4 Execution of Documents

(a) Instruments in writing requiring execution by the Company may be signed on behalf of the Company by any officer or director of the Company, and all instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The board may from time to time by resolution appoint any officer or officers or any other person or persons on behalf of the Company either to sign instruments in writing generally or to sign specific instruments in writing.
(b) Any instrument in writing requiring execution by the Company may be signed manually or electronically.
(c) The corporate seal of the Company (if any) may be affixed to instruments in writing signed as aforesaid by any person authorized to sign the same or at the direction of any such person.
(d) The term "instruments in writing" as used herein shall include deeds, contracts, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money, conveyances, transfers and assignments of shares, instruments of proxy, powers of attorney, stocks, bonds, debentures or other securities or any paper writings, and shall include share certificates and acknowledgements of a shareholder's right to a share certificate.
(e) Subject to section 11.5 of this by-law, the signature or signatures of an officer or director, person or persons appointed as aforesaid by resolution of the directors, may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all instruments in writing executed or issued by or on behalf of the Company and all instruments in writing on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by resolution of the directors, shall be deemed to have been manually signed by such officers or persons whose signature or signatures is or are so reproduced and shall be as valid as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such instruments in writing.
(f) Subject to the Act and applicable electronic commerce legislation, any contracts, documents or instruments required to be created or provided in writing and required or permitted to be executed by one or more persons on behalf of the Company may be: (i) created in electronic document form and provided by electronic means; (ii) signed by mechanically reproduced signature or electronic signature, which signature or signatures shall be as valid to all intents and purposes as if they had been signed manually; and (iii) executed in separate counterparts, each of which when duly executed by one or more of such persons shall be an original and all such counterparts together shall constitute one and the same such contract, document or instrument in writing."

2.5 Resolutions in Writing

(a) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or such committee of directors.
(b) A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written

statement with respect to the subject matter of the resolution is submitted by a director or representations in writing are submitted by the auditor in accordance with the Act.

(c) Where the Company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

2.6 Divisions

The board may cause the business and operations of the Company or any part thereof to be divided into one or more divisions upon such basis, including without limitation, types of business or operations, geographical territories, product lines or goods or services, as the board may consider appropriate in each case. From time to time the board or any person authorized by the board may authorize, upon such basis as may be considered appropriate in each case:

(a) the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions or sub-units;
(b) the designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the name of the Company; and
(c) the appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any such officer so appointed without prejudice to such officer's rights under any employment contract or in law, provided that any such officer shall not, as such, be an officer of the Company.

ARTICLE 3 DIRECTORS

3.1 General

Subject to any unanimous shareholder agreement, the directors shall manage or supervise the management of the business and affairs of the Company.

3.2 Qualification

(a) The following persons are disqualified from being a director:
(i) a person who is less than eighteen years of age;
(ii) a person who has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere;
(iii) a person who is not an individual; and
(iv) a person who has the status of bankrupt.
(b) Unless the articles otherwise provide, a director is not required to hold shares issued by the Company.
(c) Unless the Company is a non-resident corporation, not less than twenty-five percent of the directors shall be resident Canadians, but where the Company has less than four directors, at least one director shall be a resident Canadian.

3.3 Election

Subject to the Act, the directors shall be elected at the first meeting of shareholders and at each succeeding annual meeting of the shareholders.

3.4 Fixing Number of Directors

If the articles provide for a minimum and maximum number of directors, the number of directors of the Company and the number of directors to be elected at the annual meeting of the shareholders shall be such number as shall be determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors.

3.5 Term of Office

Subject to the articles, the term of office of a director not elected for an expressly stated term shall commence at the close of the meeting of shareholders at which he or she is elected and shall terminate at the close of the first annual meeting of shareholders following such election. If an election of directors is not held at the proper time the incumbent directors continue in office until their successors are elected.

3.6 Ceasing to Hold Office

A director ceases to hold office when:

(a) he or she dies or, subject to section 3.7 of this by-law, he or she resigns;
(b) he or she is removed from office in accordance with the Act or the by-laws; or
(c) he or she becomes disqualified from being a director under the Act or by-laws.

3.7 Resignation of a Director

A director may resign his or her office as a director by giving to the Company his or her written resignation, which resignation shall become effective at the later of:

(a) the time at which such resignation is received by the Company; or
(b) the time specified in the resignation.

3.8 Removal

Subject to the Act, the shareholders may by resolution at an annual or special meeting of shareholders remove any director or directors from office and may by resolution at such meeting elect any person to fill

the vacancy created by the removal of such director, failing which the vacancy created by the removal of such director may be filled by the directors.

3.9 Vacancies

(a) Subject to the Act, a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from:
(i) an increase in the number of directors or in the maximum number of directors, as the case may be; or
(ii) a failure to elect the number of directors required to be elected at any meeting of shareholders.
(b) A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.
(c) If there is not a quorum of directors, or if there has been a failure to elect the number of directors required by the articles or by section 3.4 of this by-law, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.
(d) Subject to the articles or by-laws, where there is a vacancy or vacancies on the board, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.

3.10 Additional Directors

Notwithstanding Section 3.9, if the articles provide for a minimum and maximum number of directors, the directors are empowered to determine the number of directors provided that the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders.

3.11 Remuneration

Subject to the articles, the by-laws and any unanimous shareholder agreement, the directors may fix the remuneration of the directors, officers and employees of the Company.

3.12 Power to Borrow

Unless the articles or by-laws or a unanimous shareholder agreement otherwise provide, the directors may without authorization of the shareholders from time to time:

(a) borrow money upon the credit of the Company;
(b) issue, reissue, sell or pledge debt obligations of the Company;
(c) subject to the Act, give a guarantee on behalf of the Company to secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Company owned or subsequently acquired, to secure any obligation of the Company.

3.13 Delegation of Power to Borrow

Unless the articles or by-laws or a unanimous shareholder agreement otherwise provide, the directors may by resolution delegate any or all of the powers referred to in section 3.12 of this by-law to a director, a committee or an officer.

ARTICLE 4 COMMITTEES

4.1 Appointment

Subject to the Act, the articles or the by-laws, the directors may appoint from their number one or more committees and may by resolution delegate to any such committee any of the powers of the directors.

4.2 Provisions Applicable

The following provisions shall apply to any committee appointed by the directors:

(a) unless otherwise provided by resolution of the directors, each member of a committee shall continue to be a member thereof until the expiration of his or her term of office as a director;
(b) the directors may from time to time by resolution specify which member of a committee shall be the chair thereof and, subject to section 4.1 of this by-law, may by resolution modify, dissolve or reconstitute a committee and make such regulations with respect to and impose such restrictions upon the exercise of the powers of a committee as the directors think expedient;
(c) the meetings and proceedings of a committee shall be governed by the provisions of the by-laws of the Company for regulating the meetings and proceedings of the board so far as the same are applicable thereto and are not superseded by any regulations or restrictions made or imposed by the directors pursuant to subsection 4.2(b) of this by-law;
(d) the members of a committee as such shall be entitled to such remuneration for their services as members of a committee as may be fixed by resolution of the directors, who are hereby authorized to fix such remuneration;
(e) unless otherwise provided by resolution of the board, the Secretary of the Company shall be the secretary of any committee;
(f) subject to section 4.1 of this by-law, the directors shall fill vacancies in a committee by appointment from among their number; and
(g) unless otherwise provided by resolution of the board, meetings of a committee may be convened by the direction of any member thereof.

ARTICLE 5 MEETINGS OF DIRECTORS

5.1 Place of Meetings

Meetings of the board and of any committee may be held at any place within or outside Ontario. In any financial year of the Company, a majority of the meetings of the board and a majority of the meetings of any committee need not be held within Canada.

5.2 Calling of Meetings

A meeting of the board may be called at any time by the Chair of the Board, the President (if he or she is a director), a Vice-President (if he or she is a director) or any one of the directors and the Secretary shall cause notice of a meeting of directors to be given when so directed by any such person or persons.

5.3 Notice of Meetings

(a) Notice of any meeting of the board specifying the time and, except where the meeting is to be held as provided for in section 5.6 of this by-law, the place for the holding of such meeting shall be given in accordance with the terms of section 16.1 of this by-law to every director not less than two days before the date of the meeting.
(b) Notice of an adjourned meeting of the board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.
(c) Meetings of the board may be held at any time without formal notice if all the directors are present or if all the directors who are not present, in writing or by cable, telegram or any form of transmitted or recorded communication, waive notice or signify their consent to the meeting being held without formal notice. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director either before or after such meeting. Attendance of a director at a meeting of the board is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

5.4 Regular Meetings

The board may by resolution fix a day or days in any month or months for the holding of regular meetings at a time and place specified in such resolution. A copy of any resolution of the board specifying the time and place for the holding of regular meetings of the board shall be sent to each director at least two days before the first of such regular meetings and no other notice shall be required for any of such regular meetings.

5.5 First Meeting of New Board

For the first meeting of the board to be held immediately following the election of directors at an annual or other meeting of the shareholders or for a meeting of the board at which a director is appointed to fill a vacancy in the board, no notice need be given to the newly elected or appointed director or directors.

5.6 Participation by Telephone

A meeting of the board or of a committee may be held by means of telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present in person at that meeting for the purposes of the Act and this by-law.

5.7 Chair

The chair of any meeting of the board shall be the first mentioned of such of the following persons as have been appointed and who is present at the meeting: Chair of the Board, Lead Director (if any), Chief Executive Officer (if a director), or any other director designated by the board for such purpose. If no such person is present, the directors present shall choose one of their number to be chair.

5.8 Quorum

(a) Subject to the articles and subsection 5.8(b) of this by-law, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of the board, but in no case shall a quorum be less than two-fifths of the number of directors or minimum number of directors, as the case may be.
(b) Where the Company has fewer than three directors, the director or both directors, as the case may be, must be present at any meeting of the board to constitute a quorum.
(c) Directors shall not transact business at a meeting of directors unless a quorum of the board is present.

5.9 Voting

All questions arising at any meeting of the board shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting shall have, in addition to his or her original vote, a second or casting vote.

5.10 Auditor

The auditor shall be entitled to attend at the expense of the Company and be heard at meetings of the board on matters relating to its duties as auditor.

ARTICLE 6 STANDARD OF CARE OF DIRECTORS AND OFFICERS

6.1 Standard of Care

Every director and officer in exercising his or her powers and discharging his or her duties to the Company shall:

(a) act honestly and in good faith with a view to the best interests of the Company; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

6.2 Liability for Acts of Others

Subject to section 6.1 of this by-law, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipts or acts for conformity or for any loss, damage, or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects of the Company shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto, unless the same are occasioned by his or her own wilful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

ARTICLE 7 FOR THE PROTECTION OF DIRECTORS AND OFFICERS

7.1 Indemnification by Company

(a) The Company shall indemnify and save harmless a director or officer of the Company, a former director or officer of the Company, or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, or another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative investigative or other proceeding in which the individual is involved because of that association with the Company or other entity.
(b) The Company shall advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection 7.1(a) of this by-law, but the individual shall repay the money to the Company if the individual does not fulfil the conditions set out in subsection 7.1(c) of this by-law.
(c) The Company shall not indemnify an individual identified in subsection 7.1(a) of this by-law unless:
(i) the individual acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Company's request; and
(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.
(d) The Company shall, subject to the approval of the Ontario Superior Court of Justice, indemnify an individual referred to in subsection 7.1(a) of this by-law, or advance moneys under subsection 7.1(b) of this by-law, in respect of an action by or on behalf of the Company or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual's association with the Company or other entity as described in subsection 7.1(a) of this by-law, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsections 7.1(c)(i) and 7.1(c)(ii) of this by-law.
(e) Notwithstanding anything in this Article 7, an individual referred to in subsection 7.1(a) of this bylaw is entitled to indemnity from the Company in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is made a party because of the individual's association with the Company or other entity as described in subsection 7.1(a) of this by-law, if the individual seeking the indemnity:
(i) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and
(ii) fulfils the conditions set out in subsections 7.1(c)(i) and 7.1(c)(ii) of this by-law.
(f) The Company shall also indemnify and save harmless an individual referred to in subsection 7.1(a) of this by-law in such other circumstances as the Act or the law permits or requires. Nothing in this by-law shall limit the right of any person entitled to claim indemnity apart from the provisions of this by-law.
(g) The Company may from time to time enter into agreements pursuant to which the Company agrees to indemnify one or more persons in accordance with section 7.1 of this by-law.

7.2 Insurance

The Company may, from time to time as the Board may determine, purchase and maintain insurance for the benefit of an individual referred to in subsection 7.1(a) of this by-law against any liability incurred by the individual:

(a) in the individual's capacity as a director or officer of the Company; or
(b) in the individual's his or her capacity as a director or officer, or a similar capacity, of another entity, of the individual acts or acted in that capacity at the Company's request.

7.3 Directors' Expenses

The directors shall be reimbursed for their out-of-pocket expenses incurred in attending board, committee or shareholders' meetings or otherwise in respect of the performance by them of their duties and no confirmation by the shareholders of any such reimbursement shall be required.

7.4 Performance of Services for Company

Subject to Article 8 of this by-law, if any director or officer shall be employed by or shall perform services for the Company otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his or her being a director or officer shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

ARTICLE 8 INTEREST OF DIRECTORS AND OFFICERS IN CONTRACTS

8.1 Disclosure of Interest

A director or officer who:

(a) is a party to a material contract or transaction or proposed material contract or transaction with the Company; or
(b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Company,

shall disclose in writing to the Company or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest.

8.2 Time of Disclosure by Director

The disclosure required by section 8.1 of this by-law shall be made, in the case of a director:

(a) at the meeting at which a proposed contract or transaction is first considered;
(b) if the director was not then interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested;
(c) if the director becomes interested after a contract is made or a transaction is entered into, at the first meeting after he or she becomes so interested; or
(d) if a person who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director.

8.3 Time of Disclosure by Officer

The disclosure required by section 8.1 of this by-law shall be made, in the case of an officer who is not a director:

(a) forthwith after he or she becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of directors;
(b) if the officer becomes interested after a contract is made or a transaction is entered into, forthwith after he or she becomes so interested; or
(c) if a person who is interested in a contract or transaction later becomes an officer, forthwith after he or she becomes an officer.

8.4 Time of Disclosure in Extraordinary Cases

Notwithstanding sections 8.2 and 8.3 of this by-law, where section 8.1 of this by-law applies to a director or officer in respect of a material contract or transaction or proposed material contract or transaction that, in the ordinary course of the Company's business, would not require approval by the directors or shareholders, the director or officer shall disclose in writing to the Company or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest forthwith after the director or officer becomes aware of the contract or transaction or proposed contract or transaction.

8.5 Voting by Interested Director

A director referred to in section 8.1 of this by-law shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is:

(a) one relating primarily to his or her remuneration as a director of the Company or an affiliate;
(b) one for indemnity or insurance pursuant to the Act; or
(c) one with an affiliate.

8.6 Remaining Directors Deemed Quorum

If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of section 8.5, the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution.

8.7 Shareholder Approval

Where all of the directors are required to make disclosure as described in section 8.1 of this by-law, the contract or transaction may be approved only by the shareholders.

8.8 Nature of Disclosure

For the purposes of this Article 8, a general notice to the directors by a director or officer disclosing that he or she is a director or officer of or has a material interest in a person, or that there has been a material change in the director's or officer's interest in the person, and is to be regarded as interested in any contract made or any transaction entered into with that person, is a sufficient disclosure of interest in relation to any such contract or transaction.

8.9 Effect of Disclosure

Where a material contract is made or a material transaction is entered into between the Company and a director or officer of the Company, or between the Company and another person of which a director or officer of the Company is a director or officer or in which he or she has a material interest:

(a) the director or officer is not accountable to the Company or its shareholders for any profit or gain realized from the contract or transaction; and
(b) the contract or transaction is neither void nor voidable;

by reason only of that relationship or by reason only that the director is present at or is counted to determine the presence of a quorum at the meeting of directors that authorized the contract or transaction, if the director or officer disclosed his or her interest in accordance with sections 8.2, 8.3 or 8.4 of this by-law, as the case may be, and the contract or transaction was reasonable and fair to the Company at the time it was so approved.

8.10 Confirmation by Shareholders

Notwithstanding anything in this Article 8, a director or officer, acting honestly and in good faith, is not accountable to the Company or to its shareholders for any profit or gain realized from any such contract or transaction by reason only of his or her holding the office of director or officer, and the contract or transaction, if it was reasonable and fair to the Company at the time it was approved, is not by reason only of the director's or officer's interest therein void or voidable, where:

(a) the contract or transaction is confirmed or approved by special resolution at a meeting of the shareholders duly called for that purpose; and
(b) the nature and extent of the director's or officer's interest in the contract or transaction are disclosed in reasonable detail in the notice calling the meeting or in the information circular required pursuant to the Act.

ARTICLE 9 OFFICERS

9.1 Officers

Subject to the articles, by-laws and any unanimous shareholder agreement, the board may, annually or as often as may be required, by resolution appoint a President or Chair of the Board and a Secretary. In addition, the board may from time to time by resolution appoint such other officers as the board determines to be necessary or advisable in the interests of the Company, which officers shall, subject to the Act, have such authority and perform such duties as may from time to time be prescribed by resolution of the board. None of the said officers, other than the Chair of the Board, need be a member of the board. Any two or more offices of the Company may be held by the same person, except those of President and VicePresident. If the same person holds both the office of Secretary and the office of Treasurer, he or she may be known as Secretary-Treasurer.

9.2 Appointment of President or Chair of the Board and Secretary

At the first meeting of the board after each annual meeting of shareholders, the board may appoint a President or Chair of the Board and a Secretary.

9.3 Remuneration and Removal of Officers

The remuneration of all officers shall be determined from time to time by the board. The fact that any officer is a director or shareholder shall not disqualify him or her from receiving such remuneration as may be so determined. All officers shall be subject to removal by resolution of the board at any time.

9.4 Duties of Officers May Be Delegated

In case of the absence or inability to act of the Chair of the Board or the President, or any other officer of the Company, or for any other reason that the board may deem sufficient, the board may delegate the powers of such officer to any other officer or to any director for the time being.

9.5 Chair of the Board

The Chair of the Board shall, if present, preside at all meetings of directors and shareholders. He or she shall sign all instruments which require his or her signature and shall perform all duties incident to his or her office, and shall have such other powers and perform such other duties as may from time to time be prescribed by resolution of the board.

9.6 President

The President shall sign all instruments which require his or her signature and shall perform all duties incident to his or her office, and shall have such other powers and perform such other duties as may from time to time be prescribed by resolution of the board.

9.7 Managing Director

Subject to the Act, articles and by-laws, the directors may appoint from their number a Managing Director, and may delegate to such Managing Director any of the powers of the directors. The Managing Director shall have such other powers and perform such other duties as may from time to time be prescribed by resolution of the board.

9.8 General Manager

The General Manager shall have such authority to manage the business of the Company and perform such duties as may from time to time be prescribed by resolution of the board.

9.9 Vice-President

During the President's absence or inability or refusal to act, the President's duties may be performed and his or her powers may be exercised by the Vice-President, or if there are more than one, by the VicePresidents in order of seniority or designation (as determined by the board), except that no Vice-President shall preside at a meeting of the board unless he or she is a director. A Vice-President shall also have such other authority and perform such other duties as may from time to time be prescribed by resolution of the board.

9.10 Secretary

The Secretary shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of any committee. He or she shall enter or cause to be entered in the books kept for that purpose minutes of all proceedings at meetings of directors and of shareholders. He or she shall be the custodian of the seal (if any) of the Company and of all books, papers, records, documents and other instruments belonging to the Company. The Secretary shall have such other authority and perform such other duties as may from time to time be prescribed by resolution of the board.

9.11 Treasurer

The Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such depositary or depositaries as the board may by resolution direct. He or she shall at all reasonable times exhibit his or her books and accounts to any director upon application at the office of the Company during business hours. He or she shall sign or countersign such instruments as require his or her signature and shall perform all duties incident to his or her office or that are properly required of him or her by resolution of the board. He or she may be required to give such bond for the faithful performance of his or her duties as the board in its uncontrolled discretion may require but no director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided. The Treasurer shall also have such other authority and perform such other duties as may from time to time be prescribed by resolution of the board.

9.12 Assistant Secretary and Assistant Treasurer

(a) During the Secretary's absence or inability or refusal to act, the Assistant Secretary shall perform all the duties of the Secretary. The Assistant Secretary shall also have such other authority and perform such other duties as may from time to time be prescribed by resolution of the board.
(b) During the Treasurer's absence or inability or refusal to act, the Assistant Treasurer shall perform all the duties of the Treasurer. The Assistant Treasurer shall also have such other authority and perform such other duties as may from time to time be prescribed by resolution of the board.

9.13 Delegation of Board Powers

In accordance with the by-laws and subject to the Act, the board may from time to time by resolution delegate to any officer or officers power to manage the business and affairs of the Company.

9.14 Vacancies

If any office of the Company shall for any reason be or become vacant, the directors by resolution may appoint a person to fill such vacancy.

9.15 Variation of Powers and Duties

Notwithstanding the foregoing, the board may from time to time and subject to the Act, add to or limit the powers and duties of an office or of an officer occupying any office.

9.16 Chief Executive Officer

(a) The board may by resolution designate any one of the officers (including the Chair of the Board, if any) as the Chief Executive Officer of the Company and may from time to time by resolution rescind any such designation and designate another officer as the Chief Executive Officer of the Company.
(b) The officer designated as the Chief Executive Officer of the Company pursuant to subsection 9.16(a) of this by-law shall exercise general supervision over the affairs of the Company.

ARTICLE 10 MEETINGS OF SHAREHOLDERS

10.1 Calling of Meetings

A meeting of shareholders may be called at any time by resolution of the board or by the Chair of the Board or by the President, and the Secretary shall cause notice of a meeting of shareholders to be given when directed so to do by resolution of the board or by the Chair of the Board or by the President.

10.2 Annual Meeting

Subject to the Act, the Company shall hold an annual meeting of shareholders not later than eighteen months after the Company comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting for the purpose of considering the financial statements and the auditor's report, electing directors and appointing auditors.

10.3 Special Meeting

Subject to the Act, a special meeting of shareholders may be called at any time and may be held in conjunction with an annual meeting of shareholders.

10.4 Place of Meetings

Subject to the articles and any unanimous shareholder agreement, a meeting of shareholders shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the place where the registered office of the Company is located.

10.5 Meeting Held by Electronic Means

The board or shareholders who call a meeting of shareholders pursuant to the Act, may determine that the meeting shall be held, in accordance with the Act and the regulations thereto, by means of telephonic, electronic, or other communication facility that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Company makes provision for electronic voting at such meeting in accordance with the Act and section 10.26. Any person who participates in a meeting through those means shall be deemed for the purposes of the Act to be present in person at such meeting.

10.6 Notice

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in section 16.1 in this by-law not less than ten days or if the Corporation is an offering corporation, not less than twenty-one days, but in either case not more than fifty days before the date of the meeting to each director, to the auditor and to each shareholder entitled to vote at such meeting. A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the Company or its transfer agent on the record date determined under subsection 10.10(i) of this by-law but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

10.7 Contents of Notice

The notice of a meeting of shareholders shall state the day, hour and place of the meeting, and shall state or be accompanied by a statement of:

(a) the nature of any special business to be transacted at the meeting in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and
(b) the text of any special resolution or by-law to be submitted to the meeting.

For the purposes of this section 10.7, "special business" includes all business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting, the financial statements and auditor's report, election of directors and reappointment of the incumbent auditor.

10.8 Waiver of Notice

A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of a meeting of shareholders, and attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.9 Notice of Adjourned Meetings

(a) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned.
(b) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.10 Record Date for Notice

(a) The directors may by resolution fix in advance a time and date as the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders, which record date shall not precede by more than sixty days or by less than thirty days the date on which the meeting is to be held. Where no such record date for the determination of the shareholders entitled to notice of a meeting of the shareholders is fixed by the directors as aforesaid, such record date shall be:
(i) at the close of business on the day immediately preceding the day on which notice of such meeting is given; or
(ii) if no notice is given, the day on which the meeting is held;
(b) If a record date is fixed pursuant to subsection 10.10(a) of this by-law, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed, in accordance with section 13.3 of this by-law.

10.11 Omission of Notice

Subject to the Act, the accidental omission to give notice of any meeting of shareholders to any person entitled thereto or the non-receipt of any notice by any such person shall not invalidate any resolution passed or any proceedings taken at any meeting of shareholders.

10.12 List of Shareholders

(a) The Company or its transfer agent shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared:
(i) if a record date is fixed under subsection 10.10(a) of this by-law, not later than ten days after such record date; or
(ii) if no record date is fixed:
- (A) at the close of business on the day immediately preceding the day on which notice is given; or
- (B) where no notice is given; on the day on which the meeting is held.
(b) A shareholder may examine the list of shareholders:
(i) during usual business hours at the registered office of the Company or at the place where its central securities register is maintained; and
(ii) at the meeting of shareholders for which the list was prepared.

10.13 Shareholders Entitled to Vote

Where the Company fixes a record date under subsection 10.10(a) of this by-law, a person named in the list prepared under section 10.12 of this by-law is entitled to vote the shares shown opposite its name at the meeting to which the list relates.

10.14 Persons Entitled to Be Present

The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat and the President, the Secretary, the directors, the scrutineer or scrutineers and the auditor and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or the bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

10.15 Participation in Meeting by Electronic Means

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act and the by-laws, by means of telephonic, electronic or other communications facilities that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Company makes available such telephonic, electronic or other communications facility. A person participating in such a meeting is deemed to be present in person at the meeting and a shareholder or proxy holder entitled to vote at such a meeting may vote, in accordance with the Act, by means of the telephonic, electronic or other communications facility that the Company has made available for that purpose, whether such meeting is to be held at a designated place or solely by means of a telephonic, electronic, or other communications facility.

10.16 Proxies

(a) Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, as its nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.
(b) A proxy shall be executed by the shareholder or its attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized and shall conform with the requirements of the Act.

10.17 Revocation of Proxies

A shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by the shareholder or by its attorney authorized in writing:
(i) at the registered office of the Company 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 on the day of the meeting or an adjournment thereof; or
(b) in any other manner permitted by law.

10.18 Deposit of Proxies

The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be

used at that meeting must be deposited with the Company or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.

10.19 Joint Shareholders

Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons are present, in person or by proxy, they shall vote as one on the shares jointly held by them.

10.20 Chair and Secretary

(a) The chair of any meeting of shareholders shall be the first mentioned of such of the following persons as have been appointed or designated and who is present at the meeting: Chair of the Board, Chief Executive Officer, Lead Director (if any), or any other director or officer designated by the board for such purpose. If no such person is present within fifteen minutes after the time appointed for the holding of the meeting, the directors present shall choose one of their number to be chair, or if no director is present or if all directors present decline to act as chair, the shareholders present shall choose a person from their number to be the chair.
(b) The Secretary shall be the secretary of any meeting of shareholders, but if the Secretary is absent, the chair shall appoint some person who need not be a shareholder to act as secretary of the meeting.

10.21 Scrutineers

The chair of any meeting of shareholders may appoint one or more persons to act as scrutineer or scrutineers at such meeting and in that capacity to report to the chair such information as to attendance, representation, voting and other matters at the meeting as the chair shall direct.

10.22 Votes to Govern

At all meetings of shareholders every question shall, unless otherwise required by law, the articles, the bylaws, or a unanimous shareholder agreement, be determined by the majority of the votes duly cast on the question. In case of an equality of votes, the chair presiding at the meeting shall not have a second or casting vote in addition to the vote or votes to which he or she may be entitled as a shareholder.

10.23 Show of Hands

At all meetings of shareholders, every question submitted to the meeting shall be decided by a show of hands unless a ballot thereon is required by the chair or is demanded by a shareholder or proxyholder present and entitled to vote. Upon a show of hands every person present who is either a shareholder entitled to vote or the duly appointed proxyholder of such a shareholder shall have one vote. Before or after a vote by a show of hands has been taken upon any question, the chair may require, or any shareholder or proxyholder present and entitled to vote may demand, a ballot thereon. Unless a ballot is demanded, an entry in the minutes of a meeting of shareholders to the effect that the chair declared a motion to be carried is admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.

10.24 Ballots

If a ballot is required by the chair of the meeting or is duly demanded by any shareholder or proxyholder and the demand is not withdrawn, a ballot upon the question shall be taken in such manner and at such time as the chair of the meeting shall direct.

10.25 Votes on Ballots

Unless the articles otherwise provide, upon a ballot each shareholder who is present in person or represented by proxy shall be entitled to one vote for each share in respect of which he or she is entitled to vote at the meeting and the result of the ballot shall be the decision of the meeting.

10.26 Electronic Voting

Any vote referred to in sections 10.23 and 10.24 may be held entirely by means of a telephonic, electronic or other communication facility if the Company makes available such a communication facility; provided the facility enables the votes to be gathered in a manner that permits their subsequent verification.

10.27 Adjournment

The chair presiding at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting decides, adjourn the meeting from time to time and from place to place and, subject to the Act and subsection 10.9(b) of this by-law no notice of such adjournment or of the adjourned meeting need be given to the shareholders. Subject to the Act, any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such meeting.

10.28 Quorum

At any meeting of shareholders, two individuals representing at least 5% of the issued and outstanding shares entitled to the vote at the meeting, present in person, each of whom is either a shareholder entitled to attend and vote at such meeting, or the proxyholder of such a shareholder appointed by means of a valid proxy, shall be a quorum for the choice of a chair (if required) and for the adjournment of the meeting. For all other purposes a quorum for any meeting of shareholders (unless a greater number of shareholders and/or a greater number of shares are required by the Act or by the articles or the by-laws) shall be two individuals present in person, each of whom is either a shareholder entitled to attend and vote at such meeting or the proxyholder of such a shareholder appointed by means of a valid proxy, holding or representing by proxy not less than ten percent of the total number of the issued shares of the Company for the time being enjoying voting rights at such meeting. No business shall be transacted at any meeting of shareholders while the requisite quorum is not present.

10.29 Only One Shareholder

Where the Company has only one shareholder, or only one holder of any class or series of shares, that shareholder present in person or by proxy constitutes a meeting.

ARTICLE 11 SHARES AND TRANSFERS

11.1 Issuance

Subject to the Act, the articles and any unanimous shareholder agreement, shares of the Company, or options to purchase the whole or any part of the authorized and unissued shares of the Company, may be issued at such time and to such persons and for such consideration as the directors may by resolution determine, but no share shall be issued until it is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the Company would have received if the share had been issued for money.

11.2 Commissions

The directors may from time to time authorize the Company to pay a reasonable commission to any person in consideration of such person purchasing or agreeing to purchase shares of the Company from the Company or from any other person, or procuring or agreeing to procure purchasers for any such shares.

11.3 Register of Transfers

Subject to the STA, no transfer of a share shall be registered in a securities register except upon presentation of the certificate, if any, issued by the Company, representing the share with an endorsement which complies with the STA made on or delivered with it, duly executed by an appropriate person as provided by the STA, together with such reasonable assurance that the endorsement is genuine and effective as the Board may from time to time prescribe, on payment of all applicable taxes and any reasonable fees prescribed by the Board, on compliance with the restrictions on issue, transfer or ownership authorized by the articles or any unanimous shareholder agreement and on satisfaction of any lien referred to in section 11.4 of this by-law.

11.4 Lien on Shares

Subject to the Act, the Company has a lien on a share registered in the name of a shareholder or its legal representative for a debt of that shareholder to the Company. Such lien may be enforced by the Company in any manner permitted by law.

11.5 Share Certificates

(a) Unless otherwise provided in the articles, the Board may provide by resolution that all or any classes and series of shares or other securities shall be uncertificated securities, provided that such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the Company.
(b) Subject to subsection 11.5(a) of this by-law, every holder of one or more securities of the Company is entitled at its option to a security certificate or to a non-transferable written acknowledgement of its right to obtain a security certificate from the Company, stating the number, class or series of securities held by such holder as shown in the securities register. Such certificates and acknowledgements may be in physical form or electronic form capable of being printed and may be signed by any officer or director of the Company and notwithstanding any change in the persons holding such offices between the time of actual signing and the issuance of any certificate or acknowledgement and notwithstanding that the officer or director signing may not have held office at the date of the issuance of such certificate or acknowledgment, any such signed certificate or acknowledgement shall be valid and binding upon the Company.
(c) Security certificates and acknowledgements of a shareholder's right to a security certificate, respectively, shall (subject to compliance with the Act) be in such form as the directors may from time to time by resolution approve and, unless otherwise provided by resolution of the board, such certificates and acknowledgements may be in physical form or electronic form capable of being printed, and notwithstanding any change in the persons holding the offices named on the certificate or acknowledgment between the time of actual signing and the issuance of any certificate or acknowledgement and notwithstanding that any officer or director named on the certificate or acknowledgement may not have held office at the date of the issuance of such certificate or acknowledgment, any such certificate or acknowledgement shall be valid and binding upon the Company.
(d) Notwithstanding section 2.4 of this by-law, the signature of the officer or director may be printed, engraved, lithographed or otherwise mechanically or electronically reproduced upon certificates and acknowledgements for shares of the Company, and certificates and acknowledgements so signed shall be deemed to have been manually signed by the officer or director whose signature is so printed, engraved, lithographed or otherwise mechanically or electronically reproduced thereon and shall be as valid as if they had been signed manually. Where the Company has appointed a transfer agent pursuant to subsection 11.6(a) of this by-law the signature of the officer or director may also be printed, engraved, lithographed or otherwise mechanically reproduced, and when countersigned by or on behalf of a transfer agent, share certificates and acknowledgements so signed shall be as valid as if they had been signed manually.

11.6 Transfer Agent

(a) For each class of securities and warrants issued by it, the Company may, from time to time, appoint or remove:
(i) a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons or agents to keep branch registers; and
(ii) a registrar, trustee or agent to maintain a record of issued security certificates and warrants;

and the person or persons appointed pursuant to this subsection shall be referred to in this by-law as a "transfer agent".

(b) Subject to compliance with the Act, the directors may by resolution provide for the transfer and the registration of transfers of shares of the Company in one or more places. A transfer agent shall keep all necessary books and registers of the Company for the registration and transfer of such shares of the Company. All share certificates issued by the Company for shares for which a transfer agent has been appointed as aforesaid shall be countersigned by or on behalf of the said transfer agent.

11.7 Transfer of Shares

Subject to the restrictions on transfer set forth in the articles, shares of the Company shall be transferable on the books of the Company in accordance with the applicable provisions of the Act.

11.8 Defaced, Destroyed, Stolen or Lost Certificates

Where the owner of a share or shares of the Company claims that the certificate for such share or shares has been lost, apparently destroyed or wrongfully taken, the Company shall issue a new share certificate in place of the original share certificate if such owner:

(a) so requests before the Company has notice that shares represented by the original certificate have been acquired by a bona fide purchaser;
(b) files with the Company an indemnity bond sufficient in the Company's opinion to protect the Company and any transfer agent from any loss that it or any of them may suffer by complying with the request to issue a new share certificate; and
(c) satisfies any other reasonable requirements imposed by the Company.

11.9 Joint Shareholders

If two or more persons are registered as joint holders of any share or shares, the Company is not bound to issue more than one share certificate in respect thereof and delivery of a share certificate to one of such persons is sufficient delivery to all of them.

11.10 Deceased Shareholders

In the event of the death of a holder, or of one of the joint holders, of any share, the Company shall not be required to make any entry in the securities register or register of transfers in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Company or any of its transfer agents.

ARTICLE 12 DIVIDENDS

12.1 Declaration of Dividends

Subject to the Act and the articles, the directors may from time to time declare and the Company may pay dividends to the shareholders according to their respective rights and interests in the Company. Dividends may be paid in money or property or by issuing fully paid shares of the Company or options or rights to acquire fully paid shares of the Company.

12.2 Joint Shareholders

(a) In case several persons are registered as joint holders of any share or shares of the Company, the cheque for any dividend payable to such joint holders shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and if more than one address appears on the books of the Company in respect of such joint holding the cheque shall be mailed to the first address so appearing.
(b) In case several persons are registered as the joint holders of any share or shares of the Company, any one of such persons may give effectual receipts for all dividends and payments on account of dividends on such shares and/or payments in respect of the redemption of such shares.

ARTICLE 13 RECORD DATES

13.1 Fixing Record Dates

For the purpose of determining shareholders:

(a) entitled to receive payment of a dividend;
(b) entitled to participate in a liquidation or distribution; or
(c) for any other purpose except the right to receive notice of or to vote at a meeting;

the directors may fix in advance a date as the record date for such determination of shareholders, but such record date shall not precede by more than fifty days the particular action to be taken.

13.2 No Record Date Fixed

If no record date is fixed pursuant to section 13.1 of this by-law, the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

13.3 Notice of Record Date

If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed:

(a) by advertisement in a newspaper published or distributed in the place where the Company has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and
(b) by written notice to each stock exchange in Canada on which the shares of the Company are listed for trading.

13.4 Effect of Record Date

In every case where a record date is fixed pursuant to section 13.1 of this by-law in respect of the payment of a dividend, the making of a liquidation distribution or the issue of warrants or other rights to subscribe for shares or other securities, only shareholders of record at the record date shall be entitled to receive such dividend, liquidation distribution, warrants or other rights.

ARTICLE 14 CORPORATE RECORDS AND INFORMATION

14.1 Keeping of Corporate Records

(a) The Company shall prepare and maintain, at its registered office or at such other place in Ontario designated by the directors:
(i) the articles and the by-laws and all amendments thereto, and a copy of any unanimous shareholder agreement known to the directors;
(ii) minutes of meetings and resolutions of shareholders;
(iii) a register of directors in which are set out the names and residence addresses, while directors, including the street and number, if any, of all persons who are or have been directors with the several dates on which each became or ceased to be a director;
(iv) a securities register in which are recorded the securities issued by the Company in registered form, showing with respect to each class or series of securities:
- (A) the names, alphabetically arranged, of persons who:
  - (I) are or have been within six years registered as shareholders and the address including the street and number, if any, of every such person while a holder, and the number and class of shares registered in the name of such holder;
  - (II) are or have been within six years registered as holders of debt obligations of the Company and the address including the street and number, if any, of every such person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder; or
  - (III) are or have been within six years registered as holders of warrants of the Company, other than warrants exercisable within one year from the date of issue and the address including the street and number, if any, of every such person while a registered holder, and the class or series and number of warrants registered in the name of such holder; and

(B) the date and particulars of the issue of each security and warrant.

(b) In addition to the records described in section 14.1 of this by-law, the Company shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committee. The records described in this subsection shall be kept at the registered office of the Company or at such other place in Ontario as is designated by the directors and shall be open to examination by any director during normal business hours of the Company.
(c) The Company shall also cause to be kept a register of transfers in which all transfers of securities issued by the Company in registered form and the date and other particulars of each transfer shall be set out.

14.2 Access to Corporate Records

Shareholders and creditors of the Company and their agents and legal representatives may examine the records referred to in subsection 14.1(a) of this by-law during the usual business hours of the Company and may take extracts therefrom, free of charge. If the Company is an offering corporation, any other person may examine such records during the usual business hours of the Company and may take extracts therefrom upon payment of a reasonable fee.

14.3 Copies of Certain Corporate Records

A shareholder is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement.

14.4 Report to Shareholders

A copy of the financial statements of the Company, a copy of the auditor's report, if any, to the shareholders and a copy of any further information respecting the financial position of the Company and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement which are to be placed before an annual meeting of shareholders pursuant to the Act shall be sent to each shareholder not less than ten days before such annual meeting of shareholders or before the signing of a resolution in accordance with the Act in lieu of such annual meeting, except to a shareholder who has informed the Company in writing that it does not wish to receive a copy of those documents.

14.5 No Discovery of Information

Except as specifically provided for in this Article 14, and subject to all applicable law, no shareholder shall be entitled to or to require discovery of any information respecting any details or conduct of the Company's business which in the opinion of the directors would be inexpedient or inadvisable in the interests of the Company to communicate to the public.

14.6 Conditions for Inspection

The board may from time to time by resolution determine whether and to what extent and at what times and place and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company, except as specifically provided for in this Article 14 or as otherwise provided for by statute or as authorized by resolution of the board.

ARTICLE 15 FORUM SELECTION

15.1 Forum for Adjudication of Certain Disputes

Unless the Company consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate Courts therefrom (or, failing such court, any other "court" as defined in the Act having jurisdiction and the appellate Courts therefrom), shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on behalf of the Company;
(b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company;
(c) any action or proceeding asserting a claim arising pursuant to any provision of the Act or the articles or the by-laws of the Company (as either may be amended from time to time); or
(d) any action or proceeding asserting a claim otherwise related to the "affairs" (as defined in the Act) of the Company.

If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of Ontario (a " Foreign Action ") in the name of any securityholder, such securityholder shall be deemed to have consented to (a) the personal jurisdiction of the provincial and federal Courts located within the Province of Ontario in connection with any action or proceeding brought in any such Court to enforce this Section 15.1 and (b) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder's counsel in the Foreign Action as agent for such securityholder.

ARTICLE 16 NOTICES

16.1 Method of Giving

Any notice, communication or other document to be sent or given by the Company to a shareholder, director, officer, or auditor of the Company under the Act, the articles or by-laws shall be sufficiently sent and given if delivered personally to the person to whom it is to be given or if delivered to the last address as shown in the records of the Company or its transfer agent or if mailed by prepaid ordinary mail in a sealed envelope addressed to such person at the last address as shown on the records of the Company or its transfer agent or if sent by any means of wire or wireless or any other form of transmitted or recorded communication. The Secretary may change the address on the records of the Company of any shareholder in accordance with any information believed by him or her to be reliable. A notice, communication or document so delivered shall be deemed to have been sent and given when it is delivered personally or delivered at the address aforesaid. A notice, communication or document so mailed shall be deemed to have been sent and given on the day it is deposited in a post office or public letter box and shall be deemed to be received by the addressee on the fifth day after such mailing. A notice sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when sent.

16.2 Shares Registered in More Than One Name

All notices or other documents with respect to any shares of the Company registered in the names of two or more persons as joint shareholders shall be addressed to all of such persons and sent to the address or addresses for such persons as shown in the records of the Company or its transfer agent but notice to one of such persons shall be sufficient notice to all of them.

16.3 Persons Becoming Entitled by Operation of Law

Subject to the Act, every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any share or shares of the Company shall be bound by every notice or other document in respect of such share or shares which previous to such person's name and address being entered on

the records of the Company shall be duly given to the person or persons from whom such person derives title to such share or shares.

16.4 Deceased Shareholder

Any notice or document delivered or sent to any shareholder as his or her address appears on the records of the Company shall, notwithstanding that such shareholder is then deceased and whether or not the Company has notice of his or her death, be deemed to have been duly given or served in respect of the shares whether held solely or jointly with other persons by such shareholder until some other person is entered in his or her stead on the records of the Company as the holder or one of the joint holders thereof and such service of such notice shall for all purposes be deemed a sufficient service of such notice or document on his or her heirs, executors or administrators and on all persons, if any, interested with him or her in such shares.

AI assistant

Fort Technology Inc. — Proxy Solicitation & Information Statement 2026

48138_rns_2026-03-17_ed222761-8a04-4799-9038-6b91c9b9629d.pdf

FORT TECHNOLOGY INC.

NOTICE OF SPECIAL MEETING

TO BE HELD ON APRIL 10, 2026

FORT TECHNOLOGY INC.

SPECIAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

GENERAL INFORMATION

PROXIES

Solicitation of Proxies

Non-Registered Holders

Revocability of Proxies

Voting of Proxies

VOTES NECESSARY TO PASS RESOLUTIONS

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

AUDITOR

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Continuance Resolution

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Comparison of Rights Under the OBCA and BCBCA

Charter Documents

Sale of the Company’s Undertaking

Amendments to the Charter Documents

Rights of Dissent and Appraisal

Oppression Remedies

Shareholder Derivative Actions

Requisition of Meetings

Form of Proxy and Information Circular

Place of Meetings

Directors

Procedure for the Continuance

Effect of the Continuance

Dissent Rights to the Continuance

Sections 237-247 of the BCBCA

Address for the Dissent Notices

Board Recommendation

Adoption of New General By-Law

" BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

Board Recommendation

OTHER MATTERS

ADDITIONAL INFORMATION

SCHEDULE “A” DISSENT RIGHTS

DISSENT RIGHTS

Business Corporations Act (British Columbia) Part 8, Division 2 Dissent Proceedings, Sections 237-247

Definitions and application

“ payout value ” means,

Right to dissent

Waiver of right to dissent

Notice of resolution

Notice of court orders

Notice of dissent

Notice of intention to proceed

Completion of dissent

Payment for notice shares

Loss of right to dissent

Shareholders entitled to return of shares and rights

SCHEDULE “B”

NEW GENERAL BY-LAWS

FORT TECHNOLOGY INC.

BY-LAW NO. 1

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

"Act" means the Business Corporations Act (Ontario);

"STA" means the Securities Transfer Act, 2006 (Ontario);

1.2 Interpretation

1.3 Headings and Table of Contents

ARTICLE 2 GENERAL

2.1 Registered Office

2.2 Corporate Seal

2.3 Financial Year

2.4 Execution of Documents

2.5 Resolutions in Writing

2.6

Divisions

ARTICLE 3 DIRECTORS

Fort Technology Inc. Proxy Solicitation & Information Statement 2026