NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2016

Transcription

1 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2016 AND INFORMATION CIRCULAR Tinkerine Studios Ltd. 341 West 6th Avenue Vancouver, BC V5Y 1L1 These documents are important and require your immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in the information circular, you should immediately contact your advisor.

2 TINKERINE STUDIOS LTD. 341 West 6th Avenue Vancouver, British Columbia V5Y 1L1 Telephone: NOTICE OF ANNUAL GENERAL MEETING Take Notice that the annual general meeting of the shareholders of Tinkerine Studios Ltd. (the Company ) will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7 on June 23, 2016 at 10:00 a.m., local time (the Meeting ), for the following purposes (the Notice ): 1. to receive and consider the audited consolidated financial statements of the Company for its financial year ended December 31, 2015, and the report of the Company s auditor thereon; 2. to set the number of directors of the Company for the ensuing year at five (5) persons; 3. to elect directors of the Company for the ensuing year; 4. to appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, as the auditors of the Company for the ensuing year at a remuneration to be fixed by the Board; 5. to consider and, if thought appropriate, approve the adoption of a new fixed share option plan to replace the Company s current 2014 Stock Option Plan, as described in the Information Circular accompanying this Notice; 6. to consider and, if required, approve the Company s existing 2014 Stock Option Plan, as described in the Information Circular accompanying this Notice; 7. to consider and, if thought appropriate, approve an ordinary resolution of disinterested shareholders amending certain previously granted options to insiders of the Company, as described in the Information Circular accompanying this Notice; 8. to consider any amendment to or variation of a matter identified in this Notice; and 9. to transact such other business as may properly come before the Meeting or adjournments thereof. An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their 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 Information Circular.

3 - 2 - Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of Proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder. DATED at Vancouver, British Columbia, on May 24, By Order of the Board of Directors of Tinkerine Studios Ltd. Eugene Suyu Eugene Suyu Chief Executive Officer

4 TINKERINE STUDIOS LTD. 341 West 6 th Avenue Vancouver, British Columbia V5Y 1L1 Telephone: INFORMATION CIRCULAR as at May 16, 2016 (unless otherwise indicated) This Information Circular is furnished in connection with the solicitation of proxies by the management of Tinkerine Studios Ltd. (the Company ) for use at the annual general meeting (the Meeting ) of its shareholders to be held on June 23, 2016 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 the Company. 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. Solicitation of Proxies GENERAL PROXY INFORMATION 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) (b) (c) 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; any amendment to or variation of any matter identified therein; and any other matter that properly comes before the Meeting.

5 - 2 - 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 If you are a registered shareholder (a shareholder whose name appears on the records of the Company as the registered holder of Common Shares), you may wish to vote by proxy whether or not you attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by using one of the following methods: (a) (b) (c) complete, date and sign the enclosed Proxy and return it to the Company s transfer agent, Computershare Trust Company of Canada ( Computershare ), by fax within North America at VOTE (8683), outside North America at , or by mail or hand delivery at 8 th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or 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 for the toll free number, the holder s account number and the proxy access number; or log onto Computershare s internet website, Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holder s account number and the proxy access number, in all cases the shareholder must ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or the adjournment thereof at which the Proxy is to be used (unless the Chair of the Meeting determines, in the Chair s sole discretion, that proxies may be received by delivery to the Meeting scrutineer at the Meeting). 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 the United States, the vast majority of such Common Shares are registered 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), and in Canada, 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). 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 those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). Non-Objecting Beneficial Owners The Company is taking advantage of the provisions of National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it 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. The VIF is to be completed and returned to Computershare as set out in the instructions provided on

6 - 3 - 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 owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name, address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf. Objecting Beneficial Owners 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 form of proxy 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 the United States and in Canada. Broadridge mails a VIF in lieu of a 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), other than 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 yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, 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 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 This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia and the securities laws of applicable 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 applicable provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of applicable 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) (b) 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 Suite 1500, 1055 West Georgia Street, P.O. 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 personally attending the Meeting and voting the registered shareholder s Common Shares.

7 - 4 - 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 To the best of the Company s knowledge, 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 material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting. Record Date VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES The board of directors (the Board ) of the Company has fixed May 16, 2016 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 (i) attend the Meeting personally or (ii) complete, sign and deliver a 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. Voting Securities The Company s authorized share capital consists of an unlimited number of voting Common Shares without par value, an unlimited number of non-voting common shares without par value, and an unlimited number of preferred shares without par value. Each voting Common Shares carry the right to one vote. As of May 16, 2016, there were 49,238,349 Common Shares, no non-voting common shares and no preferred shares issued and outstanding. To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at May 16, 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 Pursuant to the terms of the Company s Articles, the Board may set the number of directors to be elected to the Board by directors resolution. Accordingly, the directors have determined that the number of directors to be elected to the Board will remain set at five. The term of office of each of the current directors will end immediately before the election of directors at 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 immediately before the election of directors at the next annual general meeting of the Company, or if no director is then elected, until a successor is elected, or until he otherwise ceases to hold office under the BCA or the terms of the Company s Articles. Management recommends the approval of the resolution to set the number of directors of the Company at five.

8 - 5 - Nominees for Election All of the five nominees for election at the Meeting are currently directors of the Company and have agreed to stand for election. The following table sets out, as at May 16, 2016, (a) the names of management s nominees for election as directors and their residency, (b) all major offices and positions with the Company each now holds, (c) each nominee s principal occupation, business or employment (d) the period of time during which each has been a director of the Company, and (e) the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction. Name of Nominee; Current Position with the Company and Country of Residence Occupation, Business or Employment (1) Period as a Director of the Company Common Shares Beneficially Owned or Controlled (1) Desmond Liew Director and Chairman Taipei, Taiwan Eugene Suyu Director and CEO Langley, BC, Canada Todd Blatt Director and Vice President, Market Direction Baltimore, Maryland, USA Mr. Liew has been the International Director of Operations and Development at Bing Han International, a ginseng distribution company based in Taiwan with international operations, since Mr. Suyu is the CEO and a director of the Company. He co-founded the Company in May Prior to that, he was a student at Simon Fraser University in Burnaby, British Columbia. Mr. Blatt founded Bmore3D, a 3D scanning and printing store in Baltimore, Maryland, in November From March to December 2012, he worked for Makerbot Industries, LLC as a 3D designer and the principal liaison with its marketing department. He worked as a mechanical engineer at the Poole and Kent Corporation, designing piping systems in 3D from February 2008 to May Since April 4, ,648,504 (2)(5)(6) Since April 4, ,760,000 (3)(5)(6) Since April 4, ,000 (5)(6) Bob Longo Nominee Director Mountain View, California, USA Mr. Longo is co-founder and CEO of Knowmatters, Inc., cognitive computing, elearning company. Over a span of 13-years, he worked for Apple including his last role as Apple s division President of PowerSchool, a student information systems company. After Apple he became the founding CEO and President of Carnegie Learning, a leading adaptive learning software & curriculum company that he spun-out from Carnegie Mellon University. Not applicable Nil Justin Sy Interim CFO and Nominee Director Richmond, BC, Canada Mr. Sy is currently the Interim Chief Financial Officer of the Company. He co-founded the Company in May Not applicable 1,210,000 (4)(6) Notes: (1) The information as to principal occupation, business or employment, and Common Shares beneficially owned, or controlled or directed, directly or indirectly, is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

9 - 6 - (2) Of the 3,648,504 Common Shares beneficially owned or controlled by Mr. Liew, all 3,648,504 Common Shares are registered in the name of Vision Grand, a company wholly owned by Mr. Liew. (3) Mr. Suyu is considered not to have control or direction over the 2,800,000 Common Shares that are registered in the name of Chang Chi Su, who is Mr. Suyu s father and currently shares the same residence with Mr. Suyu. (4) Mr. Sy is considered not to have control or direction over the 530,000 Common Shares that are registered in the name of Irene Sy or the 30,000 Common Shares that are registered in the name of Joseph Sy, who are the parents of Mr. Sy and share the same residence with Mr. Sy. (5) Member of the audit committee. (6) As of May 16, 2016, the nominee directors also hold and control the following options and warrants to purchase Common Shares as follows: Nominee Director Number of Securities Exercise Price Expiry Date Desmond Liew 200,000 options $0.075 per share April 4, 2019 Eugene Suyu 400,000 options $0.075 per share April 4, 2019 Todd Blatt 150,000 options $0.075 per share April 4, 2019 Justin Sy 150,000 options $0.075 per share April 4, ,000 options $0.075 per share January 27, 2021 Management recommends the approval of each of the nominees listed above for election as directors of the Company for the ensuing year. Cease Trade Orders and Bankruptcy Within the last 10 years before the date of this Information Circular no proposed nominee for election as a director of the Company was a director or executive officer of any company (including the Company in respect of which this Information Circular is prepared) acted in that capacity for a company that was: (a) (b) (c) (d) (e) subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days; subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days; within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. PRESENTATION OF FINANCIAL STATEMENTS The annual financial statements of the Company for the year ended December 31, 2015, the accompanying auditor s report and the related management discussion and analysis, and the Company s financial statements for the three-

10 - 7 - month financial period ending March 31, 2016 and the related management discussion and analysis, all of which may be obtained from SEDAR at and copies of which will be presented at the Meeting, will be placed before shareholders at the Meeting. APPOINTMENT OF AUDITOR Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, of Suite 1500, 1140 West Pender Street, Vancouver, British Columbia, V6E 4G1, will be nominated at the Meeting for reappointment as auditor of the Company for the Company s fiscal year ending December 31, 2016, at remuneration to be fixed by the Board. Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants became the auditors of the Company on April 4, Management recommends shareholders vote for the appointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, as the Company s auditors for the Company s fiscal year ending December 31, 2016 at remuneration to be fixed by the Board. AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR National Instrument Audit Committees ( NI ) requires the Company, as a TSX Venture Exchange issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. The Audit Committee s Charter The Company s Audit Committee has a charter (the Audit Committee Charter ), the text of which is set out in the information circular for the Company s annual general meeting held June 16, 2015, which was filed under the Company s profile on SEDAR at on May 13, 2015 and may be obtained upon request from the Company at 341 West 6 th Avenue, Vancouver, British Columbia, V5Y 1L1 or by telephone at Upon such request, the Company will promptly provide a copy of the Audit Committee Charter free of charge to a shareholder of the Company. Composition of the Audit Committee The Company s Audit Committee members are Desmond Liew, Eugene Suyu and Todd Blatt. Mr. Liew is the Chair of the Audit Committee. As defined in National Instrument , Eugene Suyu and Todd Blatt, respectively, the Company s CEO and Vice President Market Direction, are not independent. Mr. Liew is independent. John Veltheer, a former independent director and member of the Audit Committee, resigned as a director on August 18, 2015, and Martin Burian, a former director and CFO and member of the Audit Committee, resigned as a director and officer on February 19, After these resignations, the Board consisted of three members and Mr. Suyu and Mr. Blatt were appointed to the Audit Committee until the next annual general meeting. The Company is exempt from the Audit Committee composition requirements in NI , which require all Audit Committee members to be independent. All of the Audit Committee members are financial literate as defined in NI , as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting. The Audit Committee is responsible for review of both interim and annual financial statements for the Company. for the purposes of performing their duties, the members of the Audit Committee have the right at all times, to inspect all the book and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors. Relevant Education and Experience Each member of the Company s audit committee has the education or experience that provides such member with: (a) an understanding of the accounting principles used by the Company to prepare its financial statements;

11 - 8 - (b) (c) (d) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; experiencing 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 Company s financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting. Mr. Desmond Liew has been since 1999 the International Director of Operations and Development at Bing Han International ( Bing Han ), headquartered in Taiwan, with global offices in Canada, USA, Russia, Hong Kong, Japan, Indonesia, Malaysia, Singapore and Macau. Bing Han commenced operations in Taiwan in 1991 and Mr. Liew spearheaded its global expansion when he joined the firm in In 2011, Mr. Liew founded, and became CEO of, Taiwan Rare Earth Ltd., an emerging player in the procurement of rare earth elements for industry outside of China in other parts of Asia, North America and Europe, that focuses on the procurement and sale of rare earth oxides, concentrate and finished rare earths, and nonferrous metals, especially in heavy rare earths. Mr. Liew has experience in understanding accounting principles for reporting companies and analyzing or evaluating financing statements similar to those of the Company. Mr. Eugene Suyu is the Chief Executive Officer and founder of the Company s business. With Mr. Suyu s responsibilities over the Company s financial management and understanding in accounting principles, the Company was able to successfully navigate through the early stages of its growth period and continue to do so. Aside from being the lead product architect, Mr. Suyu brings with him a experience in tying together cash-flow, production, manufacturing, supply chain, and distribution management from his private business before founding the Company. Mr. Todd Blatt the Vice-President Market Direction of the Company. He is an experienced business owner through which he has an understanding of general accounting principles and the function of an audit committee. In November 2009, Todd founded Custom 3D Stuff, LLC, an object creation company. Todd was recruited as a founding member of an interdisciplinary design department within MakerBot to create flagship designs. He spent 2012 working as a 3D designer and as the principal liaison with the MakerBot marketing department responsible for integrating 3D design and printing in all marketing efforts and the launch of the first physical store. Together with a 3D scanning partner, he founded Bmore3D, a pop-up 3D scanning and 3D printing store as a marketing effort to promote the scanning business and Custom 3D Stuff LLC. Todd has also been an active member of and teacher at the Baltimore Node Makerspace community for the last seven years. Mr. Blatt graduated with a Bachelors of Science in Mechanical Engineering from the University of Maryland, Baltimore County in May of Audit Committee Oversight At no time since the commencement of the Company s fiscal year ended December 31, 2015, has the Audit Committee made any recommendations to the Board to nominate or compensate any external auditor that was not adopted by the Board. Reliance on Certain Exemptions The Company has not, since the commencement of its most recently completed financial year, relied on (a) the exemption in section 2.4 of NI (De Minimis Non-audit Services), or (b) an exemption, in whole or in part, granted under Part 8 (Exemptions) of NI Pre-Approval Policies and Procedures The audit committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter.

12 - 9 - External Auditor Service Fees For the financial years ended December 31, 2015 and 2014, the Company paid the external auditor, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, $38,472 and $36,000, respectively, as detailed below: Nature of Services Fees Paid to Auditor in Year Ended December 31, 2015 Fees Paid to Auditor in Year Ended December 31, 2014 Audit Fees (1) $34,272 $32,000 Audit-Related Fees (2) Nil Nil Tax Fees (3) $4,200 $4,000 All Other Fees (4) Nil Nil Total $38,472 $36,000 Notes: (1) Audit Fees include fees necessary to perform the annual audit and quarterly reviews of the Company s consolidated financial statements. Audit Fees include 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. Exemption The Company is a Venture Issuer as defined in NI and is relying on the exemption in section 6.1 of NI relating to Part 3 Composition of Audit Committee and Part 5 Reporting Obligations. General CORPORATE GOVERNANCE 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 from executive management and the adoption of policies to ensure the Board 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. The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the CSA ) have adopted National Policy Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument Disclosure of Corporate Governance Practices ( NI ), which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company s approach to corporate governance and addresses the Company s compliance with NI 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 that could, in the Board s view, be reasonably expected to interfere with

13 the exercise of a director s independent judgment. As of the date hereof, a majority of the Board is not independent. Desmond Liew is the Chair of the Board. Eugene Suyu is the CEO and Todd Blatt is the Vice President Market Direction and they are, therefore, not independent. Directorships No director of the Company is presently a director of any other issuer that is a reporting issuer (or the equivalent). Orientation and Continuing Education When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company and on the responsibilities of directors. Board meetings may also include presentations by the Company s management to give the directors additional insight into the Company s business. The Board does not provide any continuing education. Given that there have been no additions to the Board since 2014, the Board has not been required to take any formal measures to orient new directors. When a new director is appointed to the Board, the Board will consider what orientation measures are appropriate at such time. Ethical Business Conduct The Board relies on 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 and securities laws, to promote a culture of ethical business conduct. 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 The Board conducts reviews with regard to the compensation of the directors and CEO from time to time. To make its recommendations on such compensation, the Board considers the expertise of the applicable director or officer, as well as their particular contributions to the Company. Other Board Committees There are no standing Board committees, other than the Audit Committee. Assessments The Board does not have a formal process to satisfy itself that the Board, the Audit Committee and the individual directors are performing effectively. The Board, the Audit Committee and individual directors are not regularly assessed with respect to their effectiveness and contribution, as the Board believes that such assessments are generally more appropriate for corporations of significantly larger size and complexity than the Company and which may have significantly larger boards of directors. However, the Chief Executive Officer communicates annually with each director individually which facilitates a discussion of his contribution and that of other directors. When needed, time is set aside at a meeting of the Board for a discussion regarding the effectiveness of the Board and its committees. If appropriate, the Board then considers procedural or substantive changes to increase the effectiveness of the Board and the Audit Committee. On an informal basis, the Chief Executive Officer is also responsible for reporting to the Board on areas where improvements can be made. Any agreed upon improvements required to be made are implemented and overseen by the appointed committee. A more formal assessment process will be instituted as, if, and when the Board considers it to be necessary.

14 STATEMENT OF EXECUTIVE COMPENSATION Named Executive Officer In this section Named Executive Officer or NEO means the Chief Executive Officer ( CEO ), the Chief Financial Officer ( 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. Eugene Suyu, CEO, and Martin Burian, CFO at the end of December 31, 2015 are the NEOs of the Company for purposes of the following disclosure. Mr. Burian has since resigned effective February 19, Compensation Discussion and Analysis The overall objective of the Company s compensation strategy is to offer short-term, medium-term and long-term compensation components to ensure that the Company has in place programs to attract, retain and develop management of the highest caliber and has in place a process to provide for the orderly succession of management, including receipt on an annual basis of any recommendations of the CEO, if any, in this regard. The Company currently has short-term, medium-term and long-term compensation components in place, and intends to further develop these compensation components. The objectives of the Company s compensation policies and procedures are to align the interests of the Company s employees with the interests of the shareholders. Compensation to NEOs may include a base salary that constitutes the Company s short-term compensation component. Such salary takes into account his existing professional qualifications and experience. The NEOs performances and salaries are to be reviewed periodically on the anniversary of their employment with the Company. Increases in salary are to be evaluated on an individual basis and are performance and market-based. The Company may also grant Options to NEOs to satisfy the long-term compensation component. The Board may also award bonuses to its NEOs. The amount and award of such bonuses is discretionary, depending on, among other factors, the financial performance of the Company and the position of a NEO. Given the Company s current stage of development, the Company has not considered the implications of the risks associated with its compensation practices. The Company has also not adopted any policies with respect to whether NEOs and directors are permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. Share-Based and Option-Based Awards The Company regards the strategic use of incentive stock options as a cornerstone of its compensation plan. It applies to personnel at all levels and continues to be one of the Company s primary tools for attracting, motivating and retaining qualified personnel, which is critical to the Company s success. The Company is committed to longterm incentive programs that promote the continuity of an excellent management team and, therefore, the long-term success of the Company. The Company has a formal share option plan under which options may be granted to directors, officers, employees and consultants as an incentive to serve the Company in attaining its goal of improved shareholder value. The Board is responsible for administering the plan and determining the type and amount of compensation to be paid to directors, officers, employees and consultants of the Company, including the awards of any options under the plan. Options are typically part of the overall compensation package for executive officers and employees. All grants of options to the NEOs are reviewed and approved by the Board. In evaluating option grants to a NEO, the Board evaluates a number of factors including, but not limited to: (i) the number of options already held by such NEO; (ii) a fair balance between the number of options held by the NEO concerned and the other executives of the Company, in light of their responsibilities and objectives; and (iii) the value of the options (generally determined using a Black-Scholes analysis) as a component in the NEO s overall compensation package. Options are usually priced at the closing trading price of the Shares on the business day immediately preceding the date of grant, and the current policy of the Board is that options expire five years from the date of grant.

15 Compensation Governance The Company s executive compensation program during the most recently completed financial year was administered by the Board. While the Board intends to form a formal compensation committee, to date, due to the Company s small size and limited resources, a formal compensation committee has not been formed. However, each director abstains from voting with respect to any compensation payable to him. The Company has not retained a compensation consultant or advisor to assist the Board in determining compensation for any of the directors or NEOs. Summary Compensation Table On April 4, 2014, the Company completed a reverse takeover transaction (the RTO ) with Tinkerine Studio Ltd. (the Target ), a private company incorporated under the laws of British Columbia and all of the shareholders of the Target, as disclosed in the Company s information circular dated February 27, On closing of the RTO, the Target became a wholly-owned subsidiary of the Company, the Company s financial year end was changed from October 31 to December 31, and certain changes to the NEOs of the Company were made. Eugene Suyu was appointed CEO and Martin Burian was appointed Executive Vice-President, Secretary and CFO. Mr. Burian has since resigned effective February 19, The table below summarizes the particulars of compensation paid to each NEO of the Company as at December 31, 2015 (including any compensation paid to any such NEO by the Target prior to the completion of the RTO) in the three most recently completed financial years. The Target did not pay any salaries or consulting fees to any NEOs or directors during the period from its incorporation to December 31, Name and Principal Position Eugene Suyu (5) CEO and Director Martin Burian (8) Former CFO, Former Secretary, Former Executive VP and Former Director Year Salary (1) ($) Sharebased Awards (2) ($) Optionbased Awards (3) ($) Non-equity Incentive Plan Compensations ($) (6) Annual Incentive Plans Long-term Incentive Plans Pension Value ($) All Other Compensation ($) Total Compensation ($) 2015 (6) 60,000 Nil Nil Nil Nil Nil Nil 60, (6) 37,884 Nil 17,106 Nil Nil Nil Nil 54, (6) 14,592 Nil Nil Nil Nil Nil Nil 14, (6) 99,000 Nil Nil Nil Nil Nil Nil 99, (6) 81,000 Nil 8,553 Nil Nil Nil Nil 89, (7) N/A N/A N/A N/A N/A N/A N/A N/A Notes: (1) Non-equity Incentive Plan Compensation includes all compensation under an incentive plan or portion of an incentive plan that is not an equity incentive plan. (2) The value of perquisites including property or other personal benefits provided to an NEO that are generally available to all employees, and that in the aggregate are worth less than $50,000, or are worth less than 10% of an NEO s total salary for the financial year are not reported herein. (3) Share-based Awards means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock. (4) Option-based Awards means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features. The Options granted in 2014 were granted pursuant to the 2014 Rolling Plan. The Company used the Black-Scholes option pricing model for determining fair value of Options issued at grant date. The Black-Scholes option valuation was determined using the expected life of the Option, expected volatility of the Share price, expected dividend yield, and risk-free interest rate. The key assumptions are as follows: risk free interest rate of 0.50%, expected life of 3.25 years, volatility of 97.6%; and expected dividend yield of 0%. (5) Eugene Suyu was appointed the CEO of the Company on April 4, (6) Year ended December 31. (7) Year ended October 31.

16 (8) Martin Burian was appointed the Secretary, CFO and Executive Vice-President of the Company on April 4, Mr. Burian resigned as Secretary, CFO and Executive Vice-President of the Company on February 19, Mr. Burian s stock options expired 90 days from the date of his resignation. Narrative Discussion Pursuant an employment agreement dated April 4, 2014 with Mr. Suyu, the Company pays Mr. Suyu a base annual salary of $60,000 as compensation for his services as the President and CEO of the Company. The term of the employment agreements is for a period of twelve months unless terminated or extended by mutual agreement. The agreement may be terminated by the Company at any time (i) for just cause without notice or payment in lieu of notice; and (ii) without cause, by providing Mr. Suyu with twelve months notice or payment of the base salary for such notice period in lieu of such notice or combination of the two, as will be determined in the sole discretion of the Company. Pursuant an employment agreement dated April 4, 2014 with Mr. Burian, the Company paid Mr. Burian a base annual salary of $108,000 as compensation for his services as the Executive Vice President, CFO and Secretary of the Company. The term of the employment agreements was for a period of twelve months unless terminated or extended by mutual agreement. The agreement was able to be terminated by the Company at any time (i) for just cause without notice or payment in lieu of notice; and (ii) without cause, by providing Mr. Burian with six months notice or payment of the base salary for such notice period in lieu of such notice or combination of the two, as determined in the sole discretion of the Company. On February 19, 2016, Mr. Burian resigned as the Executive Vice President, CFO and Secretary of the Company and his employment agreement was terminated in consideration of $30,000 to be paid within 30 days after the Company completes a financing and received net proceeds of at least $200,000. Such financing was completed on May 2, 2016 and payment was made to Mr. Burian shortly afterwards. Mr. Burian s stock options also expired 90 days from the date of his resignation. Other than as set forth in the foregoing, no NEO of the Company has received, during the most recently completed financial year, compensation pursuant to: (a) (b) (c) any standard arrangement for the compensation of NEOs for their services in their capacity as NEOs, including any additional amounts payable for committee participation or special assignments; any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of NEOs in their capacity as NEOs; or any arrangement for the compensation of NEOs for services as consultants or expert. Incentive Plan Awards An incentive plan is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period. An incentive plan award means compensation awarded, earned paid, or payable under an incentive plan. Outstanding Share-Based Awards and Option-Based Awards The Company has never granted any share-based awards. The following table sets forth the outstanding optionbased awards held by the directors of the Company at the end of the most recently completed financial year ended December 31, 2015, excluding the NEOs as set out above: