NETWORK MEDIA GROUP INC.

1488 Frances Street Vancouver, British Columbia Canada V5L 1Y9 Tel: (604) 739-8825 /Fax: (604) 909-2895 email: [email protected]

INFORMATION CIRCULAR

as at May 5, 2015

This Information Circular is furnished in connection with the solicitation of proxies by the management of NETWORK MEDIA GROUP INC. (the “Company”) for use at the annual general meeting (the “Meeting”) of its shareholders to be held on June 11, 2015 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to the “Company”, “we” and “our” refer to NETWORK MEDIA GROUP INC. “Common Shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ”) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

• (b) any amendment to or variation of any matter identified therein; and

• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. A registered shareholder may submit a proxy using one of the following methods:

• (a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 2^nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9; or

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• (b) use a touch-tone phone to transmit voting choices to the toll free number given in the proxy. Registered shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or

• (c) log on to Computershare’s website at, www.investorvote.com. Registered shareholders must follow the instructions provided and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Whatever method a registered shareholder chooses to submit their proxy by, they must ensure that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In Canada the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners (“ OBOs ”) object to their name being made known to the issuers of securities which they own; and Non-Objecting Beneficial Owners (“ NOBOs ”) who do not object to the issuers of the securities they own knowing who they are.

The Company is taking advantage of the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) that permit the Company to deliver proxy-related materials directly to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form (“ VIF ”) from our transfer agent, Computershare Investor Services, Inc. ("Computershare"). The VIF is to be completed and returned to Computershare as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both registered and non-registered (beneficial) owners of the securities of the Company. If you are a beneficial owner, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The proxy form supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of the proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), who is different from any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative, which may be you, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF

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from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

• (a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare or at the address of the registered office of the Company at 1055 West Georgia Street, Suite 1500, PO Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

• (b) personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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 the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “ Board ”) of the Company has fixed May 5, 2015 as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

Network Media Group Inc. was incorporated on July 12, 2010 under the Business Corporations Act (British Columbia) as Andele Capital Corporation (“Andele”). Andele was classified as a Capital Pool Company as defined in the TSX Venture Exchange (the “TSXV” or the “Exchange”) Listings Policy 2.4. Andele’s common shares commenced trading on Tier 2 of the Exchange on December 30, 2010. On December 29, 2011 Andele’s name was changed to Network Media Group Inc. Effective on January 3, 2012, the Company completed the Exchange’s requisite qualifying transaction with Network Entertainment Inc. Network Media Group Inc. is a 96% owner of Network Entertainment Inc. The Company also changed its year end from December 31 to November 30 to be the same as that of Network Entertainment Inc.

The Company has a no maximum number of Common Shares in its authorized share capital. As of May 5, 2015 there were 54,400,370 Common Shares issued and outstanding, each carrying the right to one vote.

No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

The Company has an unlimited number of Preferred shares, each carrying the right to one vote. At May 5, 2015 there were no Preferred shares issued and outstanding.

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To the knowledge of the directors and executive officers of the Company, the only person that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at May 5, 2015 is:

Note:

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

The following documents filed with the securities commission or similar regulatory authority in the Provinces of British Columbia and Alberta are specifically incorporated by reference into this information circular:

• November 30, 2014 audited year-end financial statements, the auditor’s report and related management’s discussion and analysis were filed on SEDAR on March 30, 2015;

• Company’s 2010 Articles filed on SEDAR on December 3, 2010.

The Company’s November 30, 2014 audited year-end financial statements, the auditor’s report thereon and related management’s discussion and analysis will be presented at the Meeting. Copies of documents incorporated herein by reference may be obtained by a Shareholder upon request without charge from the Company at 1488 Frances Street, Vancouver, British Columbia V5L 1Y9, Tel: 604 739-8825 or via e-mail: [email protected]. These documents are also available on SEDAR, which can be accessed at www.sedar.com.

FINANCIAL STATEMENTS

The audited annual consolidated financial statements of the Company for the year ended November 30, 2014, report of the auditor and related management discussion and analysis thereof will be placed before the Meeting. The audited annual consolidated financial statements for the year ended November 30, 2014, report of the auditor, and related management discussion and analysis are being mailed to shareholders with the Notice of Meeting and this Management Proxy Circular.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein.

If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The directors have reduced the number of directors to be elected to the Board to seven (7). Therefore, at the Meeting, there will be seven (7) directors elected to the Board. The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the Business Corporations Act (British Columbia (the “BCA”), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected .

The following disclosure sets out the names of management’s nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment now and for the five preceding years, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at May 5, 2015:

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Notes:

1. The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

2. Derik A. Murray holds options to purchase 780,000 Common Shares at an exercise price of $0.20 each, expiring December 29, 2016.

3. Paul Gertz holds options to purchase 607,500 Common Shares at an exercise price of $0.20 each, expiring December 29, 2016.

4. Mr. Kotlowitz holds options to purchase 250,000 Common Shares at an exercise price of $0.20 each, expiring December 29, 2016.

5. Ms. Lim holds options to purchase 250,000 Common Shares at an exercise price of $0.10 each, expiring February 26, 2020.

6. Mr. Pirooz directly owns 2,509,000 Common Shares, and he indirectly holds 2,464,285 Common Shares, which are owned by Hemisphere Holdings Ltd., a company over which Mr. Pirooz has control and direction. He also holds options to purchase a further 1,112,500 Common Shares at an exercise price of $0.20 each, expiring July 16, 2019.

7. Mr. Scarth holds options to purchase 50,000 Common Shares at an exercise price of $0.20 each, expiring December 29, 2016 and options to purchase 100,000 Common Shares at an exercise price of $0.10 each expiring June 3, 2018.

8. Dr. Zeschuk, through 1124005 Alberta Ltd., holds options to purchase 250,000 Common Shares at an exercise price of $0.07 each, expiring February 12, 2019.

9. Member of the Audit Committee.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

Occupation, Business or Employment of Director Nominees

Derik A. Murray (CEO) : The founder and creative force behind Network Entertainment, Mr. Murray began his career creating rich, evocative images as a still photographer and director of television commercials before focusing his attention on high profile television, film and publishing projects.

Most recently Mr. Murray produced the 2010 Academy Award shortlisted Facing Ali, a theatrical documentary, television special and DVD release with Lionsgate Entertainment and Spike Television. Mr. Murray is the creator and executive producer of the groundbreaking 13-part reality sports series entitled “Making the Cut,” which aired primetime, fall 2004 on CBC and on Global Television in 2007.

Named by The Hockey News as one of the ‘Top 100 People of Power and Influence’ in 2001, Mr. Murray’s producing credits include the award winning series Legends of Hockey, Legends of Hockey – A Personal Journey, CFL Traditions,

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CBC’s Life and Times Biographies featuring Wayne Gretzky, Mario Lemieux and Gordie Howe, and currently showing at the Hockey Hall of Fame in Toronto, Canada, the theatrical release of The Stanley Cup Odyssey.

Mr. Murray’s accomplishments over the past 20 years have also earned him the trust of an impressive list of North America’s top corporations, advertising agencies and publishing houses. His roster of notable publishing projects include large format pictorial books Arnold Palmer - A Personal Journey, Muhammad Ali - In Perspective, Joe Montana with Dick Schap, Hockey Hall of Fame Legends and A Day in the Life of the NHL.

Mr. Murray’s film and television work has been recognized both nationally and internationally by respected institutions including: The Academy Awards, The Gemini’s, Vancouver International Film Festival, Banff Television Festival, The International Film and Television Festival of New York, Communications Arts, New York Art Directors Club, the Bessies, the Can Pro Awards, the Lotus Awards and the Leo Awards.

Paul Gertz (President, Secretary and COO) : Subsequent to receiving a B.A. in Economics (UCLA) Mr. Gertz then graduated from the University of Southern California, simultaneously earning his Law Degree and M.B.A. before starting his career as the Associate Director of Business Affairs at leading animation producer Ruby-Spears Productions. In 1986, George Lucas recruited Mr. Gertz to the Skywalker Ranch in Northern California to become the Director of Business Affairs for Lucasfilm Ltd., where he was responsible for the business affairs of Industrial Light & Magic, Skywalker Sound, THX and Lucas Licensing & Merchandising, as well as the Production Lawyer on the films Tucker, Willow, and Indiana Jones and the Temple of Doom.

In 1990, Mr. Gertz returned to Los Angeles as the Senior Vice President of Production at famed animation house HannaBarbera, where he Executive Produced his first feature film, the $16 million Once Upon A Forest. He went on to produce three more award-winning feature films: The Pagemaster, a $35 million 20th Century Fox production, Cats Don’t Dance, the $45 million Warner Bros. release, awarded an Annie for Best Picture of the Year, and 20th Century Fox’s $85 million animated science fiction fantasy Titan A.E.

As Executive Producer and Head Writer of Gene Roddenbery’s live action television series Earth: Final Conflict, Mr. Gertz wrote 18 of the 22 episodes in the first year. The Emmy nominated series finished the season as the #1 new show in first run syndication, and Mr. Gertz led the $1.1 million per episode production for five full seasons. Mr. Gertz’s writing credits also include an episode of David E. Kelley’s Emmy Award winning legal series The Practice, and Through the Moebius Strip, a CGI animated film based on the designs of the renowned artist Moebius (“Star Wars” and “Alien”).

Most recently, Mr. Gertz was the Executive Vice President at the internationally acclaimed Rainmaker Animation, where he Executive Produced several Direct to DVD feature films based on Mattel’s Barbie and Max Steel brands, as well as an animated version of Jerry Lewis’ The Nutty Professor.

Since joining forces with Network Entertainment to produce high quality scripted and unscripted drama for International television and theatrical distribution, Mr. Gertz has Executive Produced the latest season of the Making the Cut franchise and the Academy Award Shortlisted theatrical documentary Facing Ali.

Steven Kotlowitz has been a partner and Chief Operating Officer of The Sports Corporation, a top five agency representing NHL hockey players, located in Edmonton, Alberta, since 1997. Mr. Kotlowitz’s expertise includes representing his clients for both on and off-ice activities, including endorsements and other licensing and promotional opportunities.

Before joining The Sports Corporation in 1997 Mr. Kotlowitz was Senior Vice President, Administration and Business Affairs for Los Angeles based International Creative Management, Inc., the leading Hollywood talent and literary agency, and a key member of ICM’s senior management. His responsibilities at ICM included administrative oversight of all company divisions including: motion pictures, television, commercials, corporate advisory services, sports, voice-overs, and new media. Mr. Kotlowitz also supervised all human resources activities.

Mr. Kotlowitz has negotiated movie and ancillary-related deals for many top Hollywood stars and sports figures, including Johnny Depp, Shaquille O’Neal and Jodie Foster. He also worked closely with ICM’s Corporate Advisory Services Division, whose clients included Starbucks and Bank of America. Prior to joining ICM, Mr. Kotlowitz worked for four and a half years at Paramount Pictures Corporation where he was senior attorney in the Motion Picture and Merchandising Division.

Before entering the entertainment business, Mr. Kotlowitz spent a year working with Cesar Chavez and the United Farm Workers at the law firm of Gould and Sayre. Mr. Kotlowitz graduated with honours from UCLA in 1979, with a major in sociology. He received his JD from Pepperdine University School of Law in 1983, where he founded the Entertainment and Sports Law Society.

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Mr. Kotlowitz brings to Network’s benefit his vast circle of influence in both Hollywood and the sporting world, as well as specific expertise in entertainment management, all of which have created and continue to generate multiple business opportunities for Network.

Sandra Lim was appointed a director of the Company on December 15, 2014. Ms. Lim was a Certified General Accountant with extensive experience in public practice as well as in the role of Chief Financial Officer (“CFO”) for eight public companies in the junior resource industry and one company in the renewable energy field. These companies included the Lumina Group, Magma Energy Corp., Anfield Nickel Corp. and Inca Pacific Resources Inc. Activities in the various companies during her tenure as CFO ranged from inception of companies, initial public offerings, listings on Canadian and U.S. stock exchanges, asset acquisitions and disposals, reorganizations, and the sale of several of the companies to majors in the resource industry

Robert Pirooz was appointed a director of the Company on December 4, 2013 and is the Executive Chairman. Mr. Pirooz has extensive legal and business experience includes the role of General Counsel for Pan American Silver Corp. Mr. Pirooz was called to the British Columbia Bar in 1990 after obtaining a Juris Doctor degree from the University of British Columbia and studying commerce at Dalhousie. Mr. Pirooz is a member of SOCAN, has been short listed for General Counsel of the year and was appointed Queen's Counsel in 2012.

Peter Scarth was appointed a director of the Company on June 3, 2013. Mr. Scarth has been involved in the launch and development of several companies, including Photochannel Networks and Telepix Imaging Inc., a leading supplier of Internet imaging and e-commerce solutions. Prior to launching Telepix, Mr. Scarth worked for the Eastman Kodak Company for 23 years in both the U.S. and Canada, running various division of the company including as Vice-President of the Motion Picture division within Kodak Canada, and as Vice President, Business Manager, and Consumer Imaging. Mr. Scarth holds Chemical Engineering and Chemistry/Mathematics degrees from Queen’s University in Kingston, Ontario.

Dr. Greg Zeschuk was appointed a director of the Company on December 4, 2013. Dr. Zeschuk is one of the gaming industry’s most accomplished innovators and entrepreneurs, having co-founded BioWare Corp, an internationally respected and award-winning video game developer, where he worked for more than 17 years in various leadership roles including President, Co-CEO, and General Manager. After BioWare's acquisition by Electronic Arts, the leading videogame company in the world, Dr. Zeschuk served as a Vice President at EA for five years before leaving the company in 2012. In recognition of his groundbreaking achievements, Dr. Zeschuk has been inducted into the Academy of Interactive Arts & Sciences Hall of Fame, and received the Game Developer's Choice Awards Lifetime Achievement Award, the two most prestigious awards possible in the field of gaming.

Corporate Cease Trade Orders or Bankruptcies

No director, of the Company is, or within the ten years prior to the date of this Information Circular was, a director of any company that, while that person was acting in that capacity, the subject of a cease trade or similar order, or an order that denied the company access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days, or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that company.

Penalties or Sanctions

No individual who is, or will be, a director of the Company has within the ten years before the date of this Information Circular, been subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, promotion or management of a publicly traded issuer, theft or fraud.

Individual Bankruptcies

No individual who is, or will be, a director of the Company is, or, within the ten years before the date of this Information Circular, has been declared bankrupt or made a voluntary assignment in bankruptcy proposal under any legislation relating to bankruptcy or insolvency, or has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Conflicts of Interest

Conflicts of interest may arise as a result of the directors of the Company also holding positions as directors of other companies. Some of the individuals who will be directors of the Company have been and will continue to be engaged in the identification and evaluation of assets, businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors will be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies provided under BCA.

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Advance Notice Provision

On May 9, 2014, the shareholders of the Company approved the alteration of the Company’s Articles for the purpose of adopting advance notice provisions (the “ Advance Notice Provision ”). The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board of directors of the Company (the “ Board ”) are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the BCA or (ii) a shareholder proposal made pursuant to the provisions of the BCA.

The purpose of the Advance Notice Provision is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. Among other things, the Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

The Advance Notice Provision also requires all proposed director nominees to deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director.

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

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the election of the Nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

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

APPOINTMENT OF AUDITOR

Wolrige Mahon LLP, Chartered Accountants, Suite 900, 400 Burrard Street, Vancouver, British Columbia, V6C 3B7, will be nominated at the Meeting for reappointment as auditor of the Company. Wolrige Mahon LLP, Chartered Accountants, has been auditor of the Company since February 25, 2014. Lancaster & David LLP, Chartered Accountants were the previous auditors of the Company.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

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

The Audit Committee’s Charter

The Audit Committee has a charter. A copy of the Audit Committee Charter is attached as Appendix D to its Amended and Restated Prospectus, which was SEDAR filed on December 1, 2011.

Composition of the Audit Committee

The members of the Audit Committee are: Sandra Lim, Robert Pirooz and Peter Scarth.

All members of the Audit Committee are considered to be financially literate. A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the opinion of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment. All members of Audit Committee are independent.

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Each member of the audit committee has:

• an understanding of the accounting principles used by the issuer to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

• experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements, or experience actively supervising individuals engaged in such activities; and

• an understanding of internal controls and procedures for financial reporting.

Relevant Education and Experience

Sandra Lim was a Certified General Accountant from 1988 to 2010 and also held a Certified Financial Planner designation from 1999 to 2009. She was CFO of 8 public companies from 2004 to 2009, prior to which she had extensive experience in public practice.

Robert Pirooz was called to the British Columbia Bar in 1990 after obtaining a Juris Doctor degree from the University of British Columbia and studying commerce at Dalhousie. He has vast experience in commerce including advanced accounting and finance, mergers and acquisitions (which include detailed studies of targets), financial statements and detailed studies of pro forma financial statements together with accretion analysis and liability reviews, which include embedded derivatives.

Peter Scarth holds a BA, BSc Engineering and has been a former CEO of a publicly listed Company. In addition, Mr. Scarth has taken the Ontario Securities Commission securities course.

Audit Committee Oversight

The Audit Committee has not made any recommendations to the Board to nominate or compensate any auditor other than Wolrige Mahon LLP, Chartered Accountants.

Reliance on Certain Exemptions

Wolrige Mahon LLP, Chartered Accountants, the Company’s auditors, have not provided any material non-audit services.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audit services provided by Wolrige Mahon LLP, Chartered Accountants, to the Company to ensure auditor independence. Fees incurred are outlined in the following table.

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements as well as fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

• (2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

• (3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

• (4) “All Other Fees” include all other non-audit services.

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Exemption

The company is a “venture issuer” as defined in NI 52-110 and is relying upon the exemption in section 6.1 of NI 52-110 relating to Part 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices; as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management by holding regular meetings, both formal and informal, at which members of management or non-independent directors are not in attendance, and by retaining independent consultants where it deems necessary.

The independent members of the Board are Steve Kotlowitz, Sandra Lim, Robert Pirooz, Peter Scarth and Dr. Greg Zeschuk. The non-independent directors (and the reason they are not independent) are: Derik A. Murray (CEO of the Company) and Paul Gertz (President, Corporate Secretary and COO of the Company).

Directorships

Only one director is currently serving on the board of another reporting company (or equivalent) as set out below:

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

At present the Company has no compensation committee. Director compensation and remuneration for the CEO are determined by the Board as a whole.

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Other Board Committees

The Board has no committees other than the Audit Committee.

Assessments

The Board monitors, on an ongoing basis, the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and the audit committee.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

In this section “Named Executive Officer” (a “NEO”) means the CEO, the CFO and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

Paul Gertz, President, COO and Corporate Secretary, Derik A. Murray, CEO, Darren Battersby, CFO and Donald Gee, former CFO are each a NEO of the Company for the purposes of the following disclosure.

Compensation Discussion and Analysis

As the Company does not have a compensation committee, the Board as a whole deals with executive compensation matters. The Board has not considered the implications of the risks associated with the Company’s compensation program. In 2015, the Company intends to formalize its compensation policies and practices and will take into consideration the implications of the risks associated with the Company’s compensation program and how it might mitigate those risks. The Company does not currently believe there are any risks arising from compensation policies and practices that are reasonably likely to have an adverse effect on the Company.

Risks Associated with the Company’s Compensation Practices

At the time of preparation of this Information Circular, the Company’s directors had not considered the implications of any risks to the Company associated with decisions regarding the Company’s compensation program. The Company intends to formalize its compensation policies and practices and will take into consideration the implications of the risks associated with the Company’s compensation program and how it might mitigate those risks.

The Company did not retain any compensation consultants during the financial year ended November 30, 2014.

The Company’s compensation programs are designed to recognize and reward executive performance consistent with the success of the Company’s business. These policies and programs are intended to attract and retain capable and experienced people. The Board’s philosophy is to ensure that the Company’s compensation goals and objectives, as applied to the actual compensation paid to the Company’s CEO and other executive officers, are aligned with the Company’s overall business objectives and with shareholder interests.

The Board considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Company and its shareholders, overall financial and operating performance of the Company and the Board’s assessment of each executive’s individual performance and contribution toward meeting corporate objectives.

Report on Executive Compensation

The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company. The Board determines the type and amount of compensation for the CEO, for the President and COO, and the CFO. The Board also reviews the compensation of the Company’s senior executives.

Philosophy and Objectives

The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

• (a) attracting and retaining talented, qualified and effective executives;

• (b) motivating the short and long-term performance of these executives; and

• (c) better aligning their interests with those of the Company’s shareholders.

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In compensating its senior management, the Company employs a combination of salary and equity participation through its share option plan.

Hedging by Named Executive Officers or Directors

The Company has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Information Circular, entitlement to grants of incentive share options under the Company’s Share Option plan is the only equity security element awarded by the Company to its executive officers and directors.

Base Salary

In the Board’s view, paying base salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on comparable companies within the industry is compiled from a variety of sources.

Bonus Incentive Compensation

The Company’s objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Company’s operations.

Benefits and Perquisites

The Company does not, as of the date of this Information Circular, offer any benefits or perquisites to its NEOs other than potential grants of incentive share options as otherwise disclosed and discussed herein.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s Share Option Plan. Share options are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board.

Given the evolving nature of the Company’s business, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Summary Compensation Table

The compensation paid or accrued to the NEO during the Company’s three most recently completed financial year ended November 30, 2012, 2013, and 2014 is as set out below and expressed in Canadian dollars unless otherwise noted:

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Notes:

1. The fair value of option-based awards is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s common shares and expected life of the options.

2. Derik A. Murray was appointed Chief Executive Officer December 29, 2011.

3. Darren Battersby was appointed Chief Financial Officer October 30, 2014.

4. Paul Gertz was appointed President and Chief Operating Officer December 29, 2011. Mr. Gertz served as Corporate Secretary of the Company from December 29, 2011 to May 10, 2013. Mr. Gertz was re appointed Corporate Secretary of the Company February 28, 2014.

5. Donald Gee was Chief Financial Officer of the Company from December 29, 2011 and resigned September 17, 2014.

Option-Based Awards

The Company has a Share Option plan in place, which was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. Management proposes share option grants to the board of directors based on such criteria as performance, previous grants, and hiring incentives. All grants require approval of the board of directors. The Share Option plan is administered by the directors of the Company and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table sets out all option-based awards and share-based awards outstanding as at November 30, 2014, for each NEO:

Note:

(1) TSXV closing price for the Common Shares on November 30, 2014 was $0.06 each.

Incentive Plan Awards – Value Vested or Earned During the Year

There was no value vested or earned incentive plan awards by any NEO under the Company’s incentive plan during the fiscal year ended November 30, 2014.

Pension Plan Benefits

The Company does not have a pension plan and does not pay pension benefits to its NEOs.

Termination and Change of Control Benefits

As at the November 30, 2014 fiscal year end, the Company had no agreements with either of its NEOs concerning severance payments of cash or equity compensation as a result of termination of their arrangement with the Company or as a result of a change of control of the Company.

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Director Compensation

There was no compensation, other than option grants, provided by the Company to the directors who were not NEOs for the Company during its two most recently completed annual financial periods ended November 30, 2013 and November 30, 2014.

The following table sets out all option-based awards and share-based awards outstanding as at November 30, 2014, for all directors who were not a NEO at that date:

Notes:

• (1) TSXV closing price for the Common Shares on November 30, 2014 was $0.06 each.

(2) Mr. Chan has not been nominated for re-election as a director at the Meeting.

(3) Mr. Jung ceased to be a member of the Board on October 30, 2014.

• (4) The 250,000 options granted are held by 1124005 Alberta Ltd., a company beneficially owned by Dr. Zeschuk.

Incentive Plan Awards – Value Vested or Earned During the Year

No options or share based awards were granted to any directors, and no options or share based awards vested under incentive plans during the fiscal year ended November 30, 2014.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the share option plan dated for reference November 22, 2010 amended April 12, 2012 (the “Plan”). The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Board and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Plan also provides that the number of Common Shares issuable under the Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. All options expire on a date not later than 10 years after the date of grant of such option.

The following table sets out equity compensation plan information as at November 30, 2014.

Equity Compensation Plan Information

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set out herein, to the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended November 30, 2013, or has any interest in any material transaction in the current year:

Shares for Debt

On July 4, 2014 the Company entered into a shares for debt transaction for the issuance of 218,356 Common Shares at a price of $0.06 to settle an interim production financing debt of $13,102. Derik A. Murray, CEO of the Company received 109,178 Common Shares and Paul Gertz, President and COO of the Company received 108,178 Common Shares.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Continuation of Share Option Plan

The Company has a Share Option Plan dated for reference November 22, 2010 as amended April 12, 2012 (the “Plan”). The Plan is a rolling plan. Under the Plan, options totalling a maximum of 10% of the Common Shares outstanding from time to time are available for grant.

To comply with the policies of the TSXV covering “rolling” option plans, continued grants under the Plan must be approved annually by the shareholders of the Company. At the Meeting shareholders will be asked to ratify and approve the Plan for continuation until the next annual general meeting of the Company.

As at May 5, 2015 there were 54,400,370 Common Shares issued and outstanding. Accordingly, under the Plan the Company has the authority to grant options to purchase up to a total of 5,440,037 Common Shares. At the date of this Information Circular, options to purchase an aggregate of 5,115,000 Common Shares are granted and outstanding under the Plan, representing approximately 9.5% of the outstanding Common Shares in the capital of the Company.

Material Terms of the Plan

The following is a summary of the material terms of the Plan:

• (a) Persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the Plan;

• (b) Options granted under the Plan are non-assignable and non-transferable and are issuable for a period of up to 10 years;

• (c) For options granted to Service Providers, the Company must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates;

• (d) an Option granted to any Service Provider will expire within one year (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

• (e) if an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;

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• (f) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

• (g) the exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined in the Plan);

• (h) vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period; and

• (i) The Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Plan with respect to all Plan shares in respect of options which have not yet been granted under the Plan.

The Plan is subject to the following restrictions:

• (a) The Company must not grant an option to a director, employee, consultant, or consultant company (the “Service Provider”) in any 12 month period that exceeds 5% of the outstanding Common Shares, unless the Company has obtained approval to do so by a majority of the votes cast by the shareholders of the Company eligible to vote at a shareholders’ meeting, excluding votes attaching to Common Shares beneficially owned by Insiders and their Associates (“Disinterested Shareholder Approval”);

• (b) The aggregate number of options granted to a Service Provider conducting Investor Relations Activities in any 12 month period must not exceed 2% of the outstanding Common Shares calculated at the date of the grant, without the prior consent of the TSXV;

• (c) The Company must not grant an option to a Consultant in any 12 month period that exceeds 2% of the outstanding Common Shares calculated at the date of grant of the option;

• (d) The aggregate number of Common Shares reserved for issuance under options granted to Insiders must not exceed 10% of the outstanding Common Shares (in the event that the Plan is amended to reserve for issuance more than 10% of the outstanding Common Shares) unless the Company has obtained Disinterested Shareholder Approval to do so;

• (e) The number of Optioned Shares issued to Insiders in any 12 month period must not exceed 10% of the outstanding shares (in the event that the Plan is amended to reserve for issuance more than 10% of the outstanding shares) unless the Company has obtained Disinterested Shareholder Approval to do so;

• (f) The issuance to any one Optionee within a 12 month period of a number of Common Shares must not exceed 5% of outstanding Common Shares unless the Company has obtained Disinterested Shareholder Approval to do so; and

• (g) The exercise price of an option previously granted to an Insider must not be reduced, unless the Company has obtained Disinterested Shareholder Approval to do so.

A copy of the Plan will be available for inspection at the Meeting.

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and vote on an ordinary resolution to ratify and confirm the Plan, with or without variation, as follows:

“ RESOLVED that the Company’s Share Option Plan dated for reference November 22, 2010, as amended April 12, 2012 be and is hereby ratified and approved for continuation until the next annual general meeting of the Company.”

An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

The Board is of the view that the Plan provides the Company with the flexibility to attract and maintain the services of executives, employees and other service providers in competition with other companies in the industry. A copy of the Plan will be available for inspection at the Meeting. A shareholder may also obtain a copy of the Plan by contacting the

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Company at 1488 Frances Street, Vancouver, British Columbia V5L 1Y9; by telephone: (604) 739-8825; or via e-mail at: [email protected].

ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Company for the fiscal year ended November 30, 2014 and in the related management discussion and analysis, both of which were SEDAR filed at www.sedar.com and, both of which will be placed before the Meeting.

Additional information relating to the Company is filed on SEDAR at www.sedar.com and is also available upon request from the Company at 1488 Frances Street, Vancouver, British Columbia V5L 1Y9; by telephone: (604) 739-8825; or via e- mail at: [email protected]. Copies of documents will be provided free of charge to security holders of the Company. The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, May 11, 2015.

BY ORDER OF THE BOARD

“Derik A. Murray”

Derik A. Murray Chief Executive Office

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