RADIENT TECHNOLOGIES INC. (the Corporation ) NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Transcription

1 RADIENT TECHNOLOGIES INC. (the Corporation ) NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual and special meeting of shareholders of the Corporation (the Meeting ) will be held at the offices of the Corporation at 8223 Roper Road, Edmonton, Alberta, Canada on November 28, 2016 at 10:00 a.m. (Mountain Time) for the following purposes: 1. To receive the financial statements of the Corporation for the financial year ended March 31, 2016; 2. To appoint Grant Thornton LLP as Auditors of the Corporation for the current financial year and to authorize the directors to fix the remuneration of the Auditors; 3. To fix the number of directors of the Corporation at eight (8) for the ensuing year; 4. To elect directors of the Corporation for the ensuing year; 5. To consider and, if thought fit, to approve an ordinary resolution ratifying and approving the Corporation s Stock Option Plan. The full text of the ordinary resolution is set out in the accompanying Management Information Circular; 6. To consider, and if thought fit, to pass an ordinary resolution of the disinterested shareholders of the Corporation to approve the Shares-for-Debt Transaction, subject to TSX Venture Exchange approval, authorizing the Corporation to issue, at such time as the directors of the Corporation may in their sole discretion determine, up to an aggregate of 4,276,190 common shares of the Corporation, in settlement of debts of up to $449,000 at a deemed issue price of $0.105 per common share, as set out in the accompanying Management Information Circular; and 7. To transact other business as may properly come before the meeting. The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is expressly made a part of this Notice of Meeting. The directors of the Corporation have fixed October 20, 2016 as the Record Date for the determination of shareholders entitled to receive this Notice. A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his, her or its stead. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return the same within the time and to the location specified in the instructions set out in the Form of Proxy and Management Information Circular accompanying this Notice. A proxy will not be valid unless the completed, dated and signed Form of Proxy is delivered to CST Trust Company, by mail at P.O. Box 721, Agincourt, ON M1S 0A1, Canada, by fax at toll free in Canada or in the United States, or by at proxy@canstockta.com, not /

2 less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof. DATED at Edmonton, Alberta as of the 26 th day of October, BY ORDER OF THE BOARD OF DIRECTORS: Denis Taschuk Denis Taschuk President, Chief Executive Officer and /

3 RADIENT TECHNOLOGIES INC. MANAGEMENT INFORMATION CIRCULAR DATED AS OF OCTOBER 26, 2016 SOLICITATION OF PROXIES This Management Information Circular is furnished in connection with the solicitation by the management of Radient Technologies Inc. (the Corporation ) of proxies to be used at the Annual and Special Meeting of shareholders (the Annual and Special Meeting ) of the Corporation to be held at 8223 Roper Road, Edmonton, Alberta, Canada at 10:00 a.m. (Mountain Time) on November 28, 2016, and at any adjournment thereof for the purposes set forth in the accompanying Notice of Annual and Special Meeting (the Notice of Meeting ). The information contained in this Management Information Circular is given as of October 26, 2016 unless otherwise indicated. The solicitation is made by the Management of the Corporation (the Management ). It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited personally or by telephone, by directors, officers or regular employees of the Corporation, at nominal cost. The total cost of the solicitation will be borne by the Corporation. APPOINTMENT OF PROXIES The individuals named in the accompanying form of proxy are directors and/or officers of the Corporation. A shareholder wishing to appoint some other person (who need not be a shareholder) to attend and act for the shareholder and on the shareholder s behalf at the Meeting has the right to do so, either by inserting such person s name in the blank space provided in the form of proxy and striking out the two printed names, or by completing another form of proxy. A proxy will not be valid unless the completed, dated and signed form of proxy is delivered to CST Trust Company, by mail at P.O. Box 721, Agincourt, ON M1S 0A1, Canada, by fax at toll free in Canada or in the United States, or by at proxy@canstockta.com not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof. REVOCATION OF PROXIES In addition to revocation in any manner permitted by law, a proxy may be revoked by an instrument in writing signed by the shareholder or by the shareholder s attorney duly authorized in writing or, if the shareholder is a corporation or association, the instrument in writing should bear the seal of such corporation or association and must be executed by an officer or by an attorney duly authorized in writing, and deposited at the registered office of the Corporation, Suite Burrard Street, Vancouver, British Columbia V6C 0A3, Canada, Attention: Michael Hobkirk, at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or, as to any matter in respect of which a vote shall not already have been cast pursuant to such proxy, with the Chairman of the Meeting on the day of the Meeting, or at any adjournment thereof, and upon either of such deposits the proxy is revoked. VOTING OF PROXIES All shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), in accordance with the instructions specified in the enclosed Form of Proxy. In the absence of any such specification, the Proxy confers discretionary authority on the proxyholder with respect to such matter. It is intended that the Management designees, if named as proxyholder, will vote in favour of each matter referred to in the Proxy and for the nominees of Management for directors and for auditor. The Management designees named in the enclosed Form of Proxy are Denis Taschuk, President, Chief Executive Officer and a director of the Corporation, and Armand Lavoie, Chairman of the Board of the Corporation, and each have indicated their willingness to represent as proxyholder, the shareholder who appoints them.

4 - 2 - The enclosed Form of Proxy, when properly signed, confers discretionary authority upon the persons named therein with respect to amendments or variations of matters identified in the Notice of Meeting and any other matters which may properly be brought before the Meeting. As of the date hereof, Management of the Corporation is not aware of any such amendments to or variations of matters identified in the Notice of Meeting or of other matters to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, then the Management designees intend to vote in accordance with the judgment of the Management of the Corporation. SPECIAL INSTRUCTIONS FOR VOTING BY NON-REGISTERED HOLDERS Only registered shareholders or their duly appointed proxyholders are permitted to vote at the Meeting. Shareholders of the Corporation may be non-registered shareholders if the shares of the Corporation they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the Non-Registered Holder ) but which are registered either: (a) in the name of an intermediary (an Intermediary ) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP s, RRIF s, RESP s, TFSA s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. The Corporation is not sending proxy-related materials directly to non-objecting beneficial owners (Non-Registered Holders who do not object to their identity being made known to the issuers of the securities they own). In accordance with the requirements of National Instrument of the Canadian Securities Administrators ( NI ), the Corporation has, if applicable, distributed copies of the Notice of Meeting, this Management Information Circular, the Form of Proxy and Notes to Proxy and related documents together with the Audited Financial Statements of the Corporation for the year ended March 31, 2016 and related Management Discussion and Analysis ( MD&A ) (collectively, the Meeting Materials ) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders (and is not sending proxy-related materials using notice-and-access this year). The Corporation intends to pay for Intermediaries to deliver the proxy-related materials and request for voting instructions form to objecting beneficial owners (Non-Registered Holders who object to their identity being known to the issuers of securities which they own). Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless, in the case of certain proxy-related materials, a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. With those Meeting Materials, Intermediaries or their service companies should provide Non-Registered Holders with a request for voting instruction form which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the completed request for voting instructions is to be delivered. Should a Non-Registered Holder wish to vote at the Meeting in person, the Non-Registered Holder must insert their name (or such other person as the Non-Registered Holder wishes to attend and vote on their behalf) in the blank space provided for that purpose on the request for voting instructions form and return the completed request for voting instructions form to the Intermediary or its service company or the Non-Registered Holder must submit, to their Intermediary, any other document in writing that requests that the Non-Registered Holder or a nominee of the Non-Registered Holder be appointed as proxyholder. In such circumstances an Intermediary who is the registered holder of, or holds a proxy in respect of, securities owned by a Non-Registered Holder is required under NI to arrange, without expense to the Non-Registered Holder, to appoint the Non-Registered Holder or a nominee of the Non-Registered Holder as a proxyholder in respect of those securities. Under NI , if an Intermediary appoints a Non-Registered Holder or the nominee of the Non-Registered Holder as a proxyholder as aforesaid, the Non-Registered Holder or nominee of the Non-Registered Holder, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the Intermediary, in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI an Intermediary who appoints a Non-Registered Holder or its nominee as proxyholder as aforesaid is required under NI to deposit the proxy within the timeframe specified above for

5 - 3 - the deposit of proxies if the Intermediary obtains the instructions at least one (1) business day before the termination of that time. If the Non-Registered Holder or a nominee of the Non-Registered Holder is appointed a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in order for their votes to be counted. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set out above. These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The authorized capital of the Corporation consists of an unlimited number of Common Shares. As at the date of this Management Information Circular, there are 80,488,035 Common Shares issued and outstanding, each such share carrying the right to one vote at the Meeting. The Corporation has no other classes of shares outstanding. Each shareholder of record on October 20, 2016 (the Record Date ) is entitled to receive notice of, to attend and to vote at the Meeting. The By-laws of the Corporation provide that a quorum for the transaction of business at the Meeting is one or more persons present and authorized to cast in the aggregate not less than one-twentieth of the total votes attaching to all shares carrying the right to vote at that meeting. Except where otherwise stated, and other than the election of directors, a simple majority of 50% plus 1 of the votes cast at the Meeting is required to approve the matters being submitted to a vote of shareholders at the Meeting. To the knowledge of the directors and executive officers of the Corporation, as at October 20, 2016, no shareholders beneficially own, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding voting securities of the Corporation entitled to vote at the Meeting. STATEMENT OF EXECUTIVE COMPENSATION DIRECTORS AND NAMED EXECUTIVE OFFICERS COMPENSATION The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years, to the directors, and to the following persons (collectively, the Named Executive Officers or NEOs ): (a) (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer; each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;

6 - 4 - (c) (d) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000; and each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year. Table of compensation excluding compensation securities Name and position Year Salary, consulting fee, retainer or commission ($) Bonus ($) Committee or meeting fees ($) Value of perquisites ($) Value of all other compensation ($) Total compensation ($) Denis M. Taschuk (1) President, CEO & Prakash Hariharan (2) CFO Mike Cabigon (3) COO & Steven Splinter (4) Chief Technology Officer & Corporate Secretary Armand Lavoie (5) Wolfgang Muhs (6) Harry Kaura (7) Steven M. Dauphin (8) Ramasamy Venkatesh (9) Francesco Ferlaino (10) Dimitris Tzanis (11) Jith Veeravalli (12) 2016 $230,000 Nil Nil Nil $1,168 $231, $230,000 $125,000 Nil Nil $20,364 $375, $120,000 Nil Nil Nil Nil $120, $11,786 Nil $13,250 Nil Nil $25, $153,000 Nil Nil Nil Nil $153, $133,875 Nil Nil Nil $2,250 $136, $165,000 Nil Nil Nil $1,168 $166, $165,000 $80,000 Nil Nil $17,114 $262, Nil Nil $18,000 Nil Nil $18, $7,500 Nil $15,000 Nil Nil $22, Nil Nil $12,000 Nil Nil $12, $6,000 Nil $9,750 Nil Nil $15, Nil Nil $13,500 Nil Nil $13, $6,000 Nil $7,500 Nil Nil $13, Nil Nil $13,500 Nil Nil $13, $6,000 Nil $9,000 Nil Nil $15, Nil Nil Nil Nil Nil Nil 2015 Nil Nil Nil Nil Nil Nil 2016 Nil Nil Nil Nil Nil Nil 2015 Nil Nil Nil Nil Nil Nil 2016 Nil Nil Nil Nil Nil Nil 2015 Nil Nil Nil Nil Nil Nil 2016 Nil Nil Nil Nil Nil Nil 2015 Nil Nil Nil Nil Nil Nil (1) Denis Taschuk was appointed President, CEO and of the Corporation on May 22, 2014, on completion of a plan of

7 - 5 - arrangement between Madison Capital Corporation and Radient Technologies Inc., pursuant to which the parties amalgamated to form the Corporation (the RTO ). Denis Taschuk was not paid any compensation for his role as director of the Corporation. $100,166 of Mr. Taschuk s compensation for the fiscal year ended March 31, 2015 and $230,000 for the fiscal year ended March 31, 2016 remain unpaid. (2) Prakash Hariharan was appointed as a of the Corporation on May 22, 2014, on completion of the RTO, and at the Corporation s November 20, 2015 annual general meeting did not stand for re-election as a of the Corporation. Prakash Hariharan was appointed CFO of the Corporation effective February 19, Prakash Hariharan earned $13,750 for his role as director of the Corporation and $11,786 for his role as CFO for the year ended March 31, 2015, and $120,000 for his role as CFO for the year ended March 31, All amounts for fiscal year ended March 31, 2015 and March 31, 2016 remain unpaid. (3) Mike Cabigon was appointed as a of the Corporation on May 22, 2014, on completion of the RTO, and was appointed COO of the Corporation effective June 23, Mike Cabigon has earned $2,250 for his role as and $133,375 for his role as COO for the Corporation for the fiscal year ended March 31, 2015, and $153,000 for his role as COO for the fiscal year ended March 31, $2,250 of the s fees, $40,162 of the fees for acting as COO for fiscal year ended March 31, 2015 and $153,000 for acting as COO for fiscal year ended March 31, 2016 remain unpaid. (4) Steven Splinter was appointed as a Chief Technology Officer and Corporate Secretary on May 22, 2014, on completion of the RTO. $68,750 of Mr. Splinter s compensation for the year ended March 31, 2016 was not paid until August (5) Armand Lavoie was appointed as a of the Corporation on May 22, 2014, on completion of the RTO. $22,250 for s fees for fiscal year ended March 31, 2015 and $17,000 for s fees for fiscal year ended March 31, 2016 remain unpaid. (6) Wolfgang Muhs was appointed as a of the Corporation on May 22, 2014, on completion of the RTO and retired from his position as on June 1, $15,750 for s fees for fiscal year ended March 31, 2015 and $12,000 for s fees for fiscal year ended March 31, 2016 remain unpaid. (7) Harry Kaura was appointed as a of the Corporation on May 22, 2014, on completion of the RTO. $13,500 for s fees for each of the fiscal years ended March 31, 2015 and March 31, 2016 remain unpaid. (8) Steven Dauphin was appointed as a of the Corporation on May 22, 2014, on completion of the RTO. $15,000 for s fees for fiscal year ended March 31, 2015 and $13,500 for s fees for fiscal year ended March 31, 2016 remain unpaid. (9) Ramasamy Venkatesh was appointed as a of the Corporation on May 22, 2014, on completion of the RTO, and resigned from his position as of the Corporation on August 23, (10) Francesco Ferlaino was appointed as a of the Corporation on June 1, (11) Dimitris Tzanis was appointed as a of the Corporation on July 27, (12) Jith Veeravalli was appointed as a of the Corporation on August 23, STOCK OPTIONS AND OTHER COMPENSATION SECURITIES The following table provides a summary of all compensation securities granted or issued to each director and Named Executive Officer by the Corporation or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries: Compensation Securities Name and position Type of Compensation security Number of compensation securities, number of underlying securities, and percentage of class Date of issue or grant Issue, conversion or exercise price ($) Closing price of security or underlying security on date of grant ($) Closing price of security or underlying security at year end ($) Expiry date Denis M. Taschuk (1) President, CEO & Nil Nil Nil Nil Nil Nil Nil Prakash Hariharan (2) CFO Nil Nil Nil Nil Nil Nil Nil Mike Cabigon (3) COO & Nil Nil Nil Nil Nil Nil Nil Steven Splinter (4) Chief Technology Officer & Corporate Secretary Armand Lavoie (5) Wolfgang Muhs (6) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

8 - 6 - Harry Kaura (7) Steven M. Dauphin (8) Ramasamy Venkatesh (9) Francesco Ferlaino (10) Dimitris Tzanis (11) Jith Veeravalli (12) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil (1) Denis Taschuk held 600,000 stock options as of March 31, 2016, 300,000 of which were non-vested. (2) As of March 31, 2016, Prakash Hariharan held no stock options. At the Corporation s November 20, 2015 annual general meeting Prakash Hariharan did not stand for re-election as a of the Corporation. (3) Michael Cabigon held 369,203 stock options as of March 31, 2016, 186,987 of which were non-vested. (4) Steven Splinter held 300,000 stock options as of March 31, 2016, 150,000 of which were non-vested. (5) As of March 31, 2016, Armand Lavoie held no stock options. (6) As of March 31, 2016, Wolfgang Muhs held no stock options. Wolfgang Muhs retired from his position as of the Corporation on June 1, (7) As of March 31, 2016, Harry Kaura held no stock options. (8) Steve Dauphin held 3,340 stock options as of March 31, 2016, 2,506 of which were non-vested. (9) As of March 31, 2016, Ramasamy Venkatesh held no stock options. Ramasamy Venkatesh resigned from his position as of the Corporation on August 23, (10) Francesco Ferlaino was appointed as a of the Corporation on June 1, (11) Dimitris Tzanis was appointed as a of the Corporation on July 27, (12) Jith Veeravalli was appointed as a of the Corporation on August 23, During the most recently completed financial year, no director or Named Executive Officer exercised compensation securities. EXTERNAL MANAGEMENT COMPANIES Michael Cabigon, Chief Operating Officer, works for the Corporation as COO on a consulting basis and his management company, Threshold Management Corporation, was paid directly for his services. Randy Fries, former Chief Financial Officer, worked for the Corporation as CFO on a consulting basis and his consulting company, Fries Financial Consulting Ltd., was paid directly for his services. STOCK OPTION PLAN AND OTHER INCENTIVE PLANS The Corporation s stock option plan (the Stock Option Plan ) was previously approved by the shareholders at the Corporation s annual and special meeting on November 20, For details of the material terms of the Stock Option Plan, please see Particulars of Special Matters to be Acted Upon Approval of Stock Option Plan. EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS Denis Taschuk s employment agreement with the Corporation provides for an annual salary of $230,000 and eligibility for a bonus equal to 25% of base salary as recommended by the Compensation Committee. The Corporation may terminate Mr. Taschuk s employment without cause upon providing twelve months notice of termination or a combination of notice and base salary equal to twelve months base salary. If Mr. Taschuk was terminated without cause as at March 31, 2016, the estimated incremental payments resulting from such termination would be $230,000. Steven Splinter s employment agreement with the Corporation provides for an annual salary of $165,000. The Corporation may terminate this agreement without cause by providing at least three months notice and immediate

9 - 7 - payment in full of all amounts or accruing due to the Mr. Splinter plus an amount determined by multiplying the total monthly salary by the number of years (including proportionate part of the year) since the date the agreement was entered into (July 1, 2002). If Mr. Splinter was terminated without cause as at March 31, 2016, the estimated incremental payments resulting from such termination would be $188,883. The Corporation is party to a contractor agreement with Threshold Management Corporation, a company controlled by Michael Cabigon, for the period starting June 1, 2014 and ending June 1, Compensation is $12,750 per month plus tax. The agreement also provided for the grant of 350,000 stock options and eligibility for a bonus equal to 25% of base compensation as recommended by the Compensation Committee. The contract provides that should the Corporation terminate the contract without cause, the Corporation will pay Threshold Management Corporation twelve months compensation. If the contract was terminated without cause as at March 31, 2016, the estimated incremental payments resulting from such termination would be $153,000. The Corporation is party to a contractor agreement with Prakash Hariharan dated Feb 25, Fees for service under the agreement are $10,000 per month plus taxes payable on a monthly basis. Any additional services are billed at $175 per hour and the Mr. Hariharan is entitled to participate in the Corporation s stock option plan. Either party may terminate this agreement upon two months written notice. If the agreement was terminated without cause as at March 31, 2016, the estimated incremental payments resulting from such termination would be $175,731. The Corporation was party to a contractor agreement dated October 1, 2014 with Fries Financial Consulting Ltd., a company controlled by Randy Fries. Fees for service were $7, per month plus taxes payable on a monthly basis. Any additional services were billed at $175 per hour plus taxes. The agreement provided that either party could terminate the agreement at any time. Mr. Fries resigned as CFO of the Corporation effective February 19, No incremental payments resulted from Mr. Fries resignation. OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION Compensation of s Compensation of directors is determined by a recommendation of the Compensation Committee and approval of the board of directors. Non-executive directors receive monthly directors fees. Long term incentives (stock options) are granted from time to time, based on an existing complement of long term incentives, corporate performance and to be competitive with other companies of similar size and scope. Compensation of Named Executive Officers The Corporation s compensation philosophy for Named Executive Officers follows three underlying principles: (a) (b) (c) to provide compensation packages that encourage and motivate performance; to be competitive with other companies of similar size and scope of operations so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Corporation and its shareholders through stock related programs. When determining compensation policies and individual compensation levels for the Corporation s NEOs, the Compensation Committee takes into consideration a variety of factors including management s understanding of the amount of compensation generally paid by similarly situated companies to their executives with similar roles and responsibilities; each executive officer s individual performance during the financial year; each executive officer s experience, skills and level of responsibility; the executive s historical compensation and performance within the Corporation; and existing market standards within the mining industry. Management presents its recommendations to the Compensation Committee and the Board following the release of the annual financial statements. The

10 - 8 - Compensation Committee meets annually and on an as-needed basis to finalize NEO compensation matters, with input from management. In keeping with the Corporation s philosophy to link executive compensation to corporate performance and to motivate executives to achieve exceptional levels of performance, the Corporation has adopted a compensation model consisting primarily of base salary, bonus, and at-risk compensation comprised of participation in long term incentive plans (stock options), as described below. The Compensation Committee manages the allocation of compensation between its various components. Salaries are determined based on comparable company analysis, while bonuses and long term incentives are subjective and are performance based. Elements of NEO Compensation Base Salary The Corporation s Chief Executive Officer receives an annual base salary. Base salaries are reviewed annually to ensure they reflect each respective executive s performance and experience in fulfilling their role and to ensure executive retention. In determining the base salary for each NEO, the Compensation Committee and the Board have taken into consideration the Corporation s understanding of the range of salaries paid to executives in comparable positions in the biotechnology industry. Long Term Incentives (Stock Options) Long term incentives are performance-based grants of stock options. The awards are intended to align executive interests with those of shareholders by tying compensation to share performance and to assist in retention through vesting provisions. Grants of stock options are based on: (a) (b) (c) (d) the executive s performance; the executive s level of responsibility within the Corporation; the number and exercise price of options previously issued to the executive; and the overall aggregate total compensation package provided to the executive. Management makes recommendations to the Compensation Committee and the Board concerning the Long Term Incentives based on the above criteria. Stock options are typically granted on an annual basis in connection with the review of executives compensation packages. Stock options may also be granted, at the discretion of the Board, throughout the year, as special recognition for extraordinary performance. The Board considers previous grants of options and the overall number of awards that are outstanding relative to the number of outstanding common shares in determining whether to make any new grants and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience, and level of commitment of the NEO. Annual Bonus Annual executive bonuses are based on the achievement of performance objectives established by management and the Compensation Committee of the Corporation. A decision in respect of a bonus will be recommended by the Compensation Committee and approved by the Board of s, following completion of each fiscal year of the Corporation. PENSION PLAN BENEFITS The Corporation does not have a pension plan in place and therefore there were no pension plan benefit awards made to the Named Executive Officers during the fiscal year ended March 31, 2016.

11 - 9 - SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth the Corporation s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year. For details of the material terms of the Stock Option Plan, please see Particulars of Special Matters to be Acted Upon Approval of Stock Option Plan. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders (a) (b) 2,156,362 $0.76 3,511,820 N/A N/A N/A Total 2,156,362 $0.76 3,511,820 (c) MANAGEMENT CONTRACTS There are no management functions of the Corporation which are to any substantial degree performed by a person or company other than the directors or executive officers of the Corporation. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Other than as disclosed herein, the Corporation is not aware of any material transaction involving any director or executive officer of the Corporation, any director or executive officer of any shareholder who holds more than 10% of the voting rights attached to the Common Shares of the Corporation, any proposed nominee for election as a director of the Corporation, or any shareholder who holds more than 10% of the voting rights attached to the Common Shares of the Corporation or any associate or affiliate of any of the foregoing, which has been entered into since the commencement of the Corporation s last completed financial year or in any proposed transaction which, in either case, has materially affected or will materially affect the Corporation or any of its subsidiaries. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON Except as disclosed herein, no director or executive officer of the Corporation, no proposed nominee for election as a director of the Corporation and no associate or affiliate of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the directors or executive officers of the Corporation has been indebted to the Corporation or its subsidiaries during the financial year ended March 31, CORPORATE GOVERNANCE The following disclosure relates to the Corporation s Corporate Governance Practices as required under National Instrument Disclosure of Corporate Governance Practices.

12 Board of s The Board facilitates its exercise of independent supervision over the Corporation s Management through frequent formal and informal meetings of the Board. A majority of the members of the Board qualify as independent, namely Armand Lavoie, Harry Kaura, Steven M. Dauphin, Francesco Ferlaino, Dimitris Tzanis and Jith Veeravalli. An independent director is a director who has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Corporation s Board, reasonably interfere with the exercise of a member s independent judgment. Section 1.4 of National Instrument Audit Committees ( NI ) contains further clarification of the meaning of independence and what constitutes a material relationship. Each of Denis M. Taschuk, Chief Executive Officer and President and Mike Cabigon, Chief Operating Officer are executive officers of the Corporation and therefore are not independent directors. ships The following table sets forth information for each director of the Corporation who is presently a director of any other reporting issuers (or the equivalent in another jurisdiction): Name of Reporting Issuer(s) or Equivalent Denis Taschuk Tyhee Gold Corp. (TSXV: TDC) Jith Veeravalli AnalytixInsight Inc. (formerly, OMT Inc.) (TSXV) Orientation and Continuing Education The Board briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any formal continuing education. Ethical Business Conduct The Board believes that the fiduciary duties placed on individual directors by the common law and the Corporation s governing corporate legislation and the restrictions placed by such legislation on an individual director s 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 Corporation. Nomination of s The Board is responsible for identifying individuals qualified to become new Board members and recommending new director nominees. New nominees must have relevant experience in business management, special expertise in an area of strategic interest to the Corporation and the willingness to devote the required time and support the Corporation s objectives. Compensation The Compensation Committee conducts reviews with regard to directors and chief executive officer s compensation once a year. To make its recommendation on directors and the chief executive officer s compensation, the Compensation Committee takes into account the types of compensation and the amounts paid to directors and chief executive officers of comparable publicly traded Canadian companies.

13 Board Committees Other than the Audit Committee, the Board has a Compensation Committee, a Governance & Nominating Committee and a Health and Safety Committee (collectively, the Committees ). The Compensation Committee currently consists of Armand Lavoie and Steven M. Dauphin. The Compensation Committee provides recommendations for the compensation of the Corporation s directors and executive officers. The Governance & Nominating Committee currently consists of Armand Lavoie and Steven M. Dauphin. The Governance & Nominating Committee makes recommendations to the Board with respect to corporate governance practices, reviews the performance of the Board, Board members, Board committees and management and identifies individuals qualified to become Board and Board committee members. The Health and Safety Committee currently consists of Harry Kaura and Mike Cabigon. The Health and Safety Committee is responsible for considering and making recommendations to the Board with respect to matters of health and safety. Assessments To satisfy itself that the Board, each of the Committees, and its individual directors are performing effectively, the Board monitors the adequacy of information given to directors, communication between the Board and Management and the strategic direction and processes of the Board and each of the Committees. The Audit Committee s Charter AUDIT COMMITTEE DISCLOSURE The Charter of the Corporation s Audit Committee is attached to this Management Information Circular as Schedule A. Composition of the Audit Committee The Audit Committee is composed of Armand Lavoie, Wolfgang Muhs (until June 1, 2016) and Denis Taschuk. All of the members of the Audit Committee, except Denis Taschuk, are independent and all are financially literate, as defined under NI Relevant Education and Experience Armand Lavoie Armand Lavoie has a Masters of Business Administration and twenty five years experience in the financial sector. Mr. Lavoie was a Managing for KPMG Consulting from 1997 to Mr. Lavoie worked for Foragen Technologies Management Inc., an AgTech Venture fund, from 2000 to 2015 including as Managing for the last nine years. Mr. Lavoie is currently Managing for the Kirchner Group. Mr. Lavoie s responsibilities included sitting on a number of Audit Committees for investee companies including some roles as Chair for Chromatin Inc., MCN BioProducts Inc. and Cevena Bioproducts. Prior to that, from 1989 to 1994, he was Controller for a business specializing in dairy and grain production. Mr. Lavoie s responsibilities included planning and implementing a computerized accounting system, preparing monthly financial statements, payroll and operational analyses, and assisting with the legal and tax restructuring of the business group. Wolfgang Muhs Dr. Muhs is an experienced executive from the fine chemical industry with large business unit and public company governance experience. From 2006 to 2012, Dr. Muhs was Chairman of the Board of Innovotech Inc. (TSXV:OIT), a publicly traded biotechnology firm. Dr. Muhs was also a CEO of Catalyst & Initiators Business Unit of Deguss, and a President of Custom Manufacturing Group of Rhodia Pharma Solutions.

14 Denis Taschuk Denis Taschuk has over twenty-five years of business experience, including corporate strategy development, manufacturing, market development and finance. Mr. Taschuk has been the President and Chief Executive Officer of Radient since October Prior to joining Radient, Mr. Taschuk was a partner and Chief Executive Officer of JAG Flocomponents LP from September 2004 to May 2010, the company manufactured industrial valves and had operations in six countries and customers in over twenty countries. Mr. Taschuk has been a of Tyhee Gold Corp. (TSXV: TDC) since November 2003 and was previously a of the International Diabetes Federation and a and Chair of the Board of the Canadian Diabetes Association. Mr. Taschuk is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Alberta. Audit Committee Oversight At no time since the commencement of the Corporation s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board. Reliance on Certain Exemptions At no time since the commencement of the Corporation s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI (de minimis non-audit services) or an exemption from NI , in whole or in part, granted under Part 8 of NI Pre-Approval Policies and Procedures Formal policies and procedures for the engagement of non-audit services have not been adopted. Subject to the requirements of NI , the engagement of non-audit services is considered by the Board, and where applicable by the Audit Committee, on a case by case basis. External Auditor Service Fees (By Category) The aggregate fees billed by the Corporation s external auditors in each of the last two fiscal years for audit fees are as follows: Financial Year Ending Audit Fees Audit-Related Fees (1) Tax Fees (2) All Other Fees (3) March 31, 2016 $77,500 $2,570 $6,200 $6,039 March 31, 2015 $141,764 $36,160 $21,195 $15,291 (1) Audit-Related Fees consist of the calculations of SRED benefits. (2) Tax Fees consist of the preparation of the Canadian and US tax returns. (3) All Other Fees relate to the RTO. Exemption The Corporation is relying on the exemption from full compliance with NI granted to Venture Issuers under Part 6 of NI Appointment and Remuneration of Auditors PARTICULARS OF ANNUAL MATTERS TO BE ACTED ON The Audit Committee of the Corporation recommends that Grant Thornton LLP ( GT ) be reappointed as auditor for the Corporation to hold office until the next annual meeting of shareholders and that the shareholders authorize the directors to fix the remuneration of the auditors. GT was appointed as auditors of the Corporation effective on May 22, 2014, on closing of the RTO.

15 Number of s The Articles of the Corporation provide that the number of directors of the Corporation shall be a minimum of three (3) and a maximum of twelve (12). At the Meeting, the shareholders of the Corporation will be asked to set the number of directors of the Corporation at eight (8) for the ensuing year, subject to any later increases permitted by the Corporation s Articles or By-Laws or the Canada Business Corporations Act (the CBCA ). Election of s No class of shareholders has the right to elect a specified number of directors or to cumulate their votes with respect to the election of directors. The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as Management s nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual meeting of the Corporation or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles and Bylaws of the Corporation or with the provisions of the CBCA. Name, Province/State, Country of Residence and Present Position with the Corporation Date Became Number of Common Shares Beneficially Owned or Controlled or Directed, Directly or Indirectly Principal Occupation for past Five Years DENIS M. TASCHUK (1) Alberta, Canada President, CEO and ARMAND LAVOIE (1)(2)(3) Saskatchewan, Canada May 22, ,931 (5) (0.57%) May 22, ,632 (0.37%) President and Chief Executive Officer of the Corporation since May, Prior to the RTO, President and Chief Executive Officer of Radient Technologies Inc. since October, President of Alberta Ltd. from May, 2010 to October, Managing of Foragen Technologies Management Inc. from January, 2000 to June, Currently Managing, Kirchener Group. MIKE CABIGON (4) Alberta, Canada COO and May 22, ,100,080 (4%) President and Managing Partner of Foundation Equity since August, COO of the Corporation since June 23, HARRY KAURA (4) Alberta, Canada May 22, ,610,870 (2.0%) of Amnor Ltd. since April, STEVEN DAUPHIN (2)(3) Alabama, United States May 22, ,185,690 (5.20%) Partner at Bonaventure Capital since April, 1998.

16 FRANCESCO FERLAINO Cetona, Italy June 1, ,001,193 (3.74%) Retired Executive DIMITRIS TZANIS Zurich, Switzerland July 27, ,790 (.078%) Owner of Into the Wild Concept Agency from Broadcast of ERT from 1998 to JITH VEERAVALLI CA, USA August 23, ,030,200 (1.27%) Chairman of Gencor Pacific Limited since June, (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Governance & Nominating Committee (4) Member of the Health and Safety Committee. (5) Includes 14,119 Common Shares owned by Mr. Taschuk s spouse. Corporate Cease Trade Orders or Bankruptcies To the best of the knowledge of the Corporation and its Management, except as disclosed herein, no proposed director of the Corporation: (a) is, as of the date of this Management Information Circular, or has been, within 10 years before the date of this Management Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, while acting in that capacity, (i) (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for more than 30 days (an Order ) that was issued while the proposed director was acting in the capacity of director, chief executive officer or chief financial officer, or was subject to an Order that was issued after the proposed director, chief executive officer or chief financial officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity of director, chief executive officer or chief financial officer; or (b) (c) is, at the date of this Management Information Circular, or has been within 10 years before the date of the Management Information Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has, within 10 years before the date of this Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

17 Denis Taschuk is a director of Tyhee Gold Corp., a reporting issuer that is currently subject to a management cease trade order issued on March 31, 2015, and cease trades order issued by the British Columbia Securities Commission on June 2, 2015, the Alberta Securities Commission on September 10, 2015 and the Ontario Securities Commission on September 30, 2015 for failure to file audited financial statements for the year ended November 30, 2014 and the subsequent interim financial statements. Penalties or Sanctions None of the proposed nominees for election as a director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director. Approval of Stock Option Plan PARTICULARS OF SPECIAL MATTERS TO BE ACTED ON The TSX Venture Exchange (the TSXV ) requires all listed companies with a rolling stock option plan to obtain shareholder approval of such plan on an annual basis. The Board is of the opinion that it is in the best interests of the Corporation to approve and ratify the existing Stock Option Plan. The Stock Option Plan is a rolling stock option plan reserving a maximum of 10% of the issued shares of the Corporation at the time of the stock option grant. As of October 26, 2016, the Corporation has 2,156,362 outstanding options and 5,767,508 Common Shares remain available for issuance pursuant to the Option Plan. A summary of the Stock Option plan is provided below, but is qualified in its entirety by the full text of the plan contained in Schedule B attached hereto. At the Meeting, or any adjournment thereof, shareholders will be asked to consider, and if thought fit, pass with or without variation, a resolution (the Stock Option Resolution ) approving the Stock Option Plan. The Corporation has adopted the Stock Option Plan in accordance with the policies of the TSXV which provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance under the Stock Option Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares. In addition, the number of Common Shares reserved for issuance to any one person shall not exceed five percent (5%) of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to consultants or employees conducting Investor Relations Activities (as such term is defined by the TSXV) will not exceed 2% of the issued and outstanding Common Shares in any twelve (12) month period. Options are exercisable for a period of up to ten (10) years. If the holder ceases to be a director, officer, employee or consultant of the Corporation for any reason other than death, such holder s options must be exercised within the earlier of: (i) the expiry of the option period; and (ii) 90 days from the date of termination of employment or cessation of position with the Corporation. In the case of death, such holder s options must be exercised within the earlier of: (i) the expiry of the option period; and (ii) twelve months from the date of death. The price per Share set by the Board shall not be less than the last closing price of the Common Shares on the TSXV prior to the date on which such option is granted, less the applicable discount permitted (if any) by the TSXV. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of the Corporation, or its subsidiary, the option of the holder shall be limited to the number of shares purchasable by him/her immediately prior to the time of his/her cessation of office or employment and he/she will have no right to purchase any other shares. RESOLVED that: 1. the Stock Option Plan (the Option Plan ), as described in and attached as Schedule B to the Management Information Circular of the Corporation dated October 26, 2016 be and is hereby ratified and approved;