---

---

1.	to fix the number of directors at nine;

2.	to elect the directors for the ensuing year;

3.	to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2019, and the report of the auditors thereon;

4.	to re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company;

5.	to consider a non-binding advisory “say on pay” resolution regarding the Company’s approach to executive compensation;

6.

to consider, and if deemed appropriate, approve, with or without variation, an ordinary resolution ratifying, confirming and approving the Company’s Amended and Restated By-law No. 2 as adopted by the Company’s board of directors (the “Board”) to allow the Company to hold fully virtual shareholder meetings and shareholder meetings outside of Alberta, among other amendments, as set forth in the accompanying management information circular;

7.	to consider, and if deemed appropriate, approve, with or without variation, a special resolution amending the articles of amalgamation of the Company to allow meetings of shareholders to be held outside Alberta, as set forth in the accompanying management information circular;

8.	to consider and, if deemed appropriate, approve, with or without variation, an ordinary resolution ratifying, confirming and approving amendments to the Company’s stock option plan as adopted by the Board to expand the type of equity based awards available to grant, as set forth in the accompanying management information circular;

9.	to consider and, if deemed appropriate, approve, with or without variation, an ordinary resolution approving all unallocated entitlements under the Company's stock option plan; and

10.	to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

---

---

---

•	Any Shareholder may listen to the Meeting and participate live via webcast using the LUMI meeting platform at https://web.lumiagm.com/153516206. The webcast will begin at 9:00 AM Pacific Time on Tuesday, June 2, 2020.

•	Shareholders may vote and submit questions during the Meeting via live webcast. The LUMI meeting platform ensures Shareholders’ ability to participate in the Meeting by enabling live two-way communication between the Company and Shareholders during the Meeting.

•	To enter the Meeting, please have your control number, which is available on your Proxy, voting instruction form or notice of Meeting. Without your control number, you will be able to listen to the Meeting only, you will not be able to vote or submit questions during the Meeting.

•	Instructions on how to connect to and participate in the Meeting online, are posted at https://web.lumiagm.com/153516206.

---

•	It is important to note that if you are participating in the virtual Meeting you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.

a)

an instrument in writing executed by the Shareholder or by their attorney duly authorized in writing, or if the Shareholder is a corporation, executed under its corporate seal or by an officer or attorney duly authorized in writing, and deposited with the Company, c/o Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, at any time up to 48 hours preceding the time of the Meeting, or any adjournment thereof;

b)	delivering a valid Proxy bearing a later date or submitting a new later dated Proxy; or

c)	attending the Meeting virtually and voting online, although attendance at the Meeting will not, by itself, revoke a Proxy.

---

---

a.	FOR fixing the number of directors at nine;

b.	FOR the election of each of the nominees for election as a director of the Company set forth in this Circular;

c.	FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company;

d.	FOR the approval of a non-binding advisory “say on pay” resolution regarding the Company’s approach to executive compensation;

e.

FOR the ordinary resolution ratifying, confirming and approving the Company’s Amended and Restated By-law No. 2 as adopted by the Company’s board of directors (the “Board”) to allow the Company to hold fully virtual Shareholder meetings and Shareholder meetings outside of Alberta, among other amendments, as set forth and described in the section entitled “Approval of Amended and Restated By-law No. 2”;

f.	FOR the special resolution amending the articles of amalgamation of the Company to allow meetings of Shareholders to be held outside Alberta (the “Article Amendment Resolution”), as set forth and described in the section entitled “Approval of Amendment of the Company’s Articles”;

g.	FOR the ordinary resolution ratifying, confirming and approving amendments to the Company’s stock option plan (the “Stock Option Plan”) as adopted by the Board to expand the type of equity based awards available to grant, as set forth and described in the section entitled “Approval of Amendments to Stock Option Plan (Equity Incentive Plan)”;

h.	FOR the ordinary resolution approving all unallocated entitlements under the Stock Option Plan, as set forth and described in the section entitled “Approval of Unallocated Entitlements Under the Stock Option Plan”.

---

(i)	FOR fixing the number of directors at nine; and

(ii)	FOR the election of each of the nominees to the Board set forth in this Circular,

---

---

(1)	Member of the Audit Committee of the Company.

(2)	Member of the Compensation Committee of the Company.

(3)	Member of the Governance & Nomination Committee of the Company.

(4)	Member of the Standing Research Committee of the Company.

---

---

---

---

(a)	is, as at the date of this Circular, or has been, within ten years before the date of this Circular, a director, CEO or Chief Financial Officer ("CFO") of any company, that:

(i)	was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was issued while the proposed director was acting in the capacity as director, CEO or CFO that was in effect for a period of more than 30 consecutive days; or

(ii)

was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO that was in effect for a period of more than 30 consecutive days; or

(b)

is, as at the date of this Circular, or has been within ten years before the date of this Circular, a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

---

(c)	has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or

(d)	has been subject to:

(i)	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

(ii)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

(1)	Mr. Peter Greenleaf and Dr. Daniel Billen were appointed as directors on April 29, 2019.

(2)	Dr. Richard Glickman ceased to be a director on April 29, 2019.

(3)	Dr. Benjamin Rovinski ceased to be a director on June 26, 2019.

(4)	Dr. Hyuek Joon Lee ceased to be a director on October 2, 2019.

(5)	Mr. Lorin J. Randall ceased to be a director on June 26, 2019.

(6)	Mr. Hector MacKay-Dunn was elected as a director on June 26, 2019.

(7)	Ms. Jill Leversage was elected as a director on November 13, 2019.

(8)	The Audit Committee was reconstituted on June 26, 2019.

(9)	The Compensation Committee was reconstituted on June 26, 2019.

(10)	Dr. Billen was appointed as a member of the Research Committee on June 26, 2019.

(11)	The Board as a whole performed certain of the responsibility assigned to the Governance & Nomination Committee during meetings of the Board based on input and feedback provided by members of the Governance & Nomination Committee.

---

---

(1)	These fees include professional services provided by the external auditor for the statutory audits of the annual financial statements.

(2)

These fees relate to performing review engagement services on the Company’s quarterly financial statements and other audit related services including professional services for assistance in filing the prospectus supplement related to the December 2019 public offering and the September 2019 at-the-market prospectus supplement, and various other audit related advisory services. These fees for 2018 include professional services for assistance in filing the 2018 base shelf prospectus, the prospectus supplement related to the re-sale of Common Shares, the November 2018 at-the-market prospectus supplement, and various other advisory services.

(3)	These fees include professional services for tax compliance, transfer pricing assistance, tax advice and tax planning for various taxation matters.

---

1.	pursuant to subsection 102(2) of the Business Corporations Act (Alberta) (the "ABCA"), the amendments to By‑law No. 2 of the Company, in the form adopted by the Board of Directors of the Company on April 21, 2020, and included in the Amended and Restated By‑law No. 2 attached as Appendix "C" to the management information circular of the Company dated April 21, 2020 are hereby confirmed; and

2.

any one director or officer of the Company, be, and each of them is hereby, authorized and directed for and on behalf and in the name of the Company, to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution.”

---

1.

the Company is hereby authorized, in accordance with section 173(1) of the Alberta Business Corporations Act (the "ABCA"), to add as a second paragraph to the "Other Provisions" schedule of the Company’s articles of amalgamation under the heading "Other rules or provisions" which reads as follows: "Subject to the consent of the board of directors, meetings of shareholders may be held outside Alberta.";

2.	the directors of the Company may, pursuant to section 173(2) of the ABCA, revoke this special resolution before it is acted upon without further approval of the shareholders; and

3.

any one director or officer of the Company, be, and each of them is hereby, authorized and directed for and on behalf and in the name of the Company, to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution.”

---

1.	The amendments to the Company 's stock option plan, in the form adopted by the Board of Directors of the Company on April 21, 2020, and restated as the Equity Incentive Plan attached as Appendix "D" to the management information circular of the Company dated April 21, 2020 (the "Equity Incentive Plan") are hereby ratified, confirmed and approved.

2.

Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver all such documents, instruments and assurances as in the opinion of such director or officer may be necessary or desirable to give effect to the foregoing resolution and to give effect to the Equity Incentive Plan, without limitation including appropriate applications to and filings with the Toronto Stock Exchange as necessary, and executing and delivering such other documents as may be necessary or desirable, such determination to be conclusively evidenced by the taking of any such actions by such director or officer."

---

1.	all unallocated entitlements and options issuable under the Stock Option Plan, as amended or supplemented from time to time, are hereby approved and authorized until June 2, 2023; and

2.	any one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution."

---

•

Mr. Jay Hagan, the Chair of the Compensation Committee, has served on the board of directors of several biotechnology companies for the past 10 years, and he has been a member of numerous compensation and audit committees. He is also the President and Chief Executive Officer of Regulus Therapeutics, in which he is heavily involved in the determination of execution compensation of their employees and officers.

•	Dr. Michael Hayden has co-founded and served on the board of directors of a number of biotechnology companies for several years, and through his significant contributions and achievements, has development extensive management experience in the biotechnology industry.

•	Mr. Hector Mackay-Dunn has over 30 years of practice experience providing legal advice to high growth public and private companies, including on corporate governance matters, and has served on the board of directors of several biotechnology companies.

•	assist the Company in attracting and retaining talented executives;

•	provide a strong incentive for executives and key employees to work toward achievement of the Company’s goals and strategic objectives;

•	align management’s interests with those of Shareholders and other stakeholders;

•	motivate executives towards the enhancement of long-term Shareholder value; and

•	be competitive with other companies of similar size and business.

---

---

---

a)	Base Salary

---

(i)	Clinical and regulatory objectives

(ii)	Other objectives

---

(1)	Issued under an option commitment on April 29, 2019 as an inducement to enter into full time employment with the Company.

(2)	As discussed in "Compensation Discussion and Analysis", Mr. Donley was hired in July 2019 and these options were issued as an inducement to his employment.

---

---

(1)	Mr. Greenleaf was appointed President and CEO of the Company on April 29, 2019. The 2019 salary amount represents remuneration paid to Mr. Greenleaf from April 29, 2019 to December 31, 2019. Mr. Greenleaf did not receive any additional remuneration relating to his position as a director upon his appointment as President and CEO.

(2)	Dr. Glickman did not receive any additional remuneration relating to his position as a director or as the Chairman of the Board in 2017, 2018 or 2019. Dr. Glickman's 2017 salary was for the period between February 6, 2017 (the date he was appointed Chief Executive Officer) and December 31, 2017. Dr. Glickman resigned as President and CEO and Director of the Company on April 29, 2019.

(3)	The salaries of Messrs. Bourgeault and Solomons are paid in Canadian dollars which is converted into US dollars at an average monthly rate.

(4)

Calculated as of the grant date using the Black-Scholes option pricing model. The value shown is calculated by multiplying the number of stock options granted by the Canadian dollar exercise price at the time of grant by the Black-Scholes valuation factor and converting the value into US$ using the Bank of Canada closing rate on the date of granting of the options. The value is the same as the accounting fair value of the full grant but is not adjusted by the vesting schedule.

(5)	The annual cash incentive amounts for Messrs. Bourgeault and Solomons are calculated initially in Canadian dollars and converted into US dollars at the year-end rate.

(6)	Calculation based on 1,600,000 options at an exercise price of CDN$8.45; Black-Scholes valuation factor = CDN$3.5119 - converted into US$ at a rate of US$1.00 = CDN$1.3455.

(7)	Calculation based on 70,000 options at an exercise price of CDN$8.04; Black-Scholes valuation factor = CDN$3.4248 - converted into US$ at a rate of US$1.00 = CDN$1.3261.

(8)	Calculation based on 87,500 options at an exercise price of CDN$8.04; Black-Scholes valuation factor = CDN$3.4248 - converted into US$ at a rate of US$1.00 = CDN$1.3261.

(9)	Calculation based on 400,000 options at an exercise price of CDN$6.42; Black-Scholes valuation factor = CDN$2.8314- converted into US$ at a rate of US$1.00 = CDN$1.2379.

(10)	Calculation based on 150,000 options at an exercise price of CDN$6.52; Black-Scholes valuation factor = CDN$2.8800 - converted into US$ at a rate of US$1.00 = CDN$1.2293.

(11)	Calculation based on 175,000 options at an exercise price of CDN$6.52; Black-Scholes valuation factor = CDN$2.8800 - converted into US$ at a rate of US$1.00 = CDN$1.2293.

(12)	Calculation based on 1,050,000 options at an exercise price of CDN$4.21; Black-Scholes valuation factor = CDN$2.8147 - converted into US$ at a rate of US$1.00 = CDN$1.3141. These options were granted in connection with the appointment of Dr. Glickman as the Company’s Chief Executive Officer.

(13)	Calculation based on 175,000 options at an exercise price of CDN$4.21; Black-Scholes valuation factor = CDN$2.8147 - converted into US$ at a rate of US$1.00 = CDN$1.3141.

(14)	Calculation based on 152,000 options at an exercise price of CDN$4.21; Black-Scholes valuation factor = CDN$2.8147 - converted into US$ at a rate of US$1.00 = CDN$1.3141.

(15)	Calculation based on 280,000 options at an exercise price of CDN$8.10; Black-Scholes valuation factor = CDN$5.5933 - converted into US$ at a rate of US$1.00 - CDN$1.2987.

(16)	Calculation based on 250,000 options at an exercise price of CDN$7.85; Black-Scholes valuation factor = CDN$3.1817 - converted into US$ at a rate of US$1.00 = CDN$1.3298.

(17)	Represents the one-time bonus of $50,000 paid to Dr. Glickman upon entering into his employment agreement, plus the 2017 earned bonus of $346,568.

(18)	The total amount of other annual compensation including perquisites for the remaining NEO’s on an aggregate basis, generally including group insurance benefits, does not exceed the lesser of $50,000 and 10% of their annual cash compensation.

(19)	Includes the one-time signing bonus of $250,000 paid to Mr. Greenleaf upon entering into his employment agreement.

(20)	Represents the Company's contributions to the Group RRSP or 401(k) Plan, as applicable, as described under the heading "Pension Plan Benefits".

(21)	Mr. Donley commenced employment on July 15, 2019 and therefore his 2019 salary amount represents remuneration paid to Mr. Donley from July 15, 2019 to December 31, 2019.

---

(a)

In the event that Mr. Greenleaf’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of 12 months, plus one additional month for each full year of employment, up to a maximum of 18 months in the aggregate, equal to his then current base salary, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. Any options forming part of the initial option grant that are unvested as of the termination date, but would have vested during the severance period, would immediately vest upon termination.

(b)

In the event that Mr. Greenleaf’s employment is terminated by the Company without cause or by the executive for "good reason" within 12 months following a change in control of the Company, Mr. Greenleaf is entitled to receive a lump sum payment equal to 18 months of his then current base salary, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement during the 12-month period following the termination date. All of Mr. Greenleaf’s unexercised stock options will immediately vest upon the termination of his employment and shall be fully exercisable in accordance with the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

(a)

In the event that Dr. Glickman’s employment is terminated by the Company without cause after the first year of his employment, he is entitled to receive a payment in lieu of notice equivalent to 12 months of his then current base salary, plus one additional month’s base salary for each full year of employment beyond the first 12 months of employment, up to a maximum of 18 months. If some or all bonus objectives have been satisfied prior to his last day of work for the Company, he will be entitled to a performance bonus pursuant to the performance bonus section of the employment agreement for the year of termination, with the amount to be determined based on the objectives satisfied. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the notice period. Notwithstanding the terms of the Company’s Stock Option Plan, all vested stock options will be extended to the original expiry date of the vested stock options.

(b)

In the event that Dr. Glickman’s employment is terminated by the Company without cause or by the executive for "good reason" within 12 months following a change in control of the Company, Dr. Glickman is entitled to receive a lump sum payment in lieu of notice equal to 18 months of his then current base salary, and if awarded and payable, the bonus for that year. In addition, the Company is to maintain health and medical benefits pursuant to

---

(c)

On April 29, 2019, Dr. Richard Glickman, who previously announced his plans to retire on November 6, 2018, resigned from his position as an officer and director of the Company. The Company entered into a retirement transition agreement with him (the "Retirement Agreement") whereby Dr. Glickman agreed to remain as an advisor to the Company’s new CEO for a period of 12 months from the date he ceased his duties as CEO. Pursuant to the Retirement Agreement, Dr. Glickman was entitled to receive the cash bonus he would have been eligible to receive pursuant to his employment agreement had he not retired, such bonus to be pro-rated to May 6, 2019. The bonus paid to Dr Glickman in the amount of $131,910 was calculated at 70% of base salary earned for the period January 1, 2019 to May 6, 2019. He received a 3% cost of living salary increase effective January 1, 2019. He received no new stock option grants in 2019. However, any stock options that remained unvested as at May 6, 2019 from previous years' option grants will vest equally on the last day of each month (over 12 months) during which Dr. Glickman has made himself reasonably available to the Company’s new CEO. All Dr. Glickman's vested options will be permitted to be exercised for a period of 15 months following May 6, 2019. Pursuant to the Retirement Agreement, Dr. Glickman continues to be bound by the non-competition, non-solicitation, non-disclosure and assignment of intellectual property provisions of the employment agreement, with the exception that the restrictive covenants have been extended from six months to 12 months from May 6, 2019.

(a)

In the event that Mr. Bourgeault’s employment is terminated by the Company without cause or by the executive for "good reason", Mr. Bourgeault is entitled to receive a cash payment in lieu of notice equivalent to 18 months of his annualized base salary then in effect, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. All of Mr. Bourgeault’s unexercised vested options would be exercisable over a period of 90 days pursuant to the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

---

(b)

In the event that Mr. Bourgeault’s employment is terminated by the Company without cause or by the executive for "good reason" within 12 months following a change in control of the Company, Mr. Bourgeault is entitled to receive a lump sum payment in lieu of notice equal to 150% of 12 months of his annualized base salary then in effect, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. In addition, the Company is to maintain the benefits pursuant to the benefits section of the employment agreement during the 12-month period. All of Mr. Bourgeault’s unexercised stock options would fully vest and would be exercisable over a period of 90 days pursuant to the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

(a)

In the event that Dr. Solomons’ employment is terminated by the Company without cause, he will be entitled to receive a payment in lieu of notice equivalent to 12 months of his then current base salary, plus one additional month’s base salary for each full year of employment, up to a maximum of 18 months in the aggregate, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. In addition, the Company is to maintain the benefits pursuant to the benefits section of the employment agreement for the duration of the notice period. All of Dr. Solomons’ unexercised vested options would be exercisable over a period of 90 days pursuant to the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

(b)

In the event that Dr. Solomons’ employment is terminated by the Company without cause or by the executive for "good reason" within 12 months following a change in control of the Company, Dr. Solomons is entitled to receive a lump sum payment in lieu of notice equal to 150% of 12 months of his then current base salary, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. In addition, the Company is to maintain the benefits pursuant to the benefits section of the employment agreement during the 12-month period. All of Dr. Solomons’ unexercised stock options would fully vest and would be exercisable over a period of 90 days pursuant to the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

---

(a)

In the event that Dr. Eglite’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of six months, plus one additional month for each full year of employment, up to a maximum of 18 months in the aggregate, equal to his then current base salary, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. Any options forming part of the initial option grant that are unvested as of the termination date, but would have vested during the severance period, would immediately vest upon termination.

(b)

In the event that Dr. Eglite’s employment is terminated by the Company without cause or by the executive for "good reason" within 12 months following a change in control of the Company, Dr. Eglite is entitled to receive a lump sum payment equal to 12 months of his then current base salary plus one additional month for each full year of employment, up to a maximum of 18 months in the aggregate, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement during the 12-month period following the termination date. All stock options outstanding at the time of termination, which stock options have not yet vested, will immediately vest upon the termination of his employment and shall be fully exercisable in accordance with the terms and conditions under which the stock options were granted, subject to the prior expiry of his stock options in accordance with their terms.

(a)

In the event that Mr. Donley’s employment is terminated by the Company without cause, he is entitled to receive continuing payments of severance pay for a period of six months, plus one additional month for each full year of employment, up to a maximum of 18 months in the aggregate, equal to his then current base salary, plus such other sums, if granted, pursuant to the performance bonus section of the employment agreement. In addition, to the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company is to maintain health and medical benefits pursuant to the benefits section of the employment agreement for the duration of the severance period. Any options forming part of the initial option grant that are unvested as of the termination date, but would have vested during the severance period, would immediately vest upon termination.

(b)

In the event that Mr. Donley’s employment is terminated by the Company without cause or by the executive for "good reason" within 12 months following a change in control of the Company, Mr. Donley is entitled to receive a lump sum payment equal to 12 months of his then current base salary plus one additional month for each full year of employment, up to a maximum of 18 months in the aggregate, and if awarded and payable, the target bonus for the year of termination. In addition, the Company is to maintain health and medical benefits pursuant

---

(1)	Severance amount is comprised of 12 months' salary in the sum of $650,000, plus accrued bonus of $368,137 and accrued vacation pay of $43,196. The bonus was paid out in the first quarter of 2020.

(2)	Severance amount is comprised of 18 months’ salary in the sum of $975,000 plus accrued bonus of $368,137 and accrued vacation pay of $43,196. The bonus was paid out in the first quarter of 2020.

(3)	Severance amount is comprised of 18 months’ salary in the sum of $405,217 plus accrued bonus of $126,205 and accrued vacation pay of $84,947. The bonus was paid out in the first quarter of 2020.

(4)	Severance amount is comprised of 18 months’ salary in the sum of $557,631 plus accrued bonus of $177,094 and accrued vacation pay of $118,433. The bonus was paid out in the first quarter of 2020.

(5)	Severance amount is comprised of 8 months’ salary in the sum of $242,800 plus accrued bonus of $163,220 and accrued vacation pay of $21,629. The bonus was paid out in the first quarter of 2020.

(6)	Severance amount is comprised of 14 months’ salary in the sum of $424,900 plus accrued bonus of $163,220 and accrued vacation pay of $21,629. The bonus was paid out in the first quarter of 2020.

(7)	Severance amount is comprised of 6 months’ salary in the sum of $185,000 plus accrued bonus of $177,600 and accrued vacation pay of $10,238. The bonus was paid out in the first quarter of 2020.

(8)	Severance amount is comprised of 12 months’ salary in the sum of $370,000 plus accrued bonus of $177,600 and accrued vacation pay of $10,238. The bonus was paid out in the first quarter of 2020.

(9)	Represents the value of unvested in-the-money options that would vest upon termination of employment as at December 31, 2019. Closing share price on TSX on December 31, 2019 was CDN$26.29 = US$20.24, converted to US$ at a rate of US$1.00 = CDN$1.2987.

---

(1)	Closing share price on TSX on December 31, 2019 was CDN$26.29 = US$20.24. The value of unexercised in-the-money options was determined using the TSX closing price multiplied by the number of options converted to US dollars at a rate of US$1.00 = CDN$1.2987.

(2)	Option exercise price was determined based on the Canadian dollar exercise price at the time of the grant converted into US$ using the Bank of Canada closing rate on the date of granting of the options.

---

(1)	The value reflected in the above chart relates to the in-the-money value of options at the date of the vesting and has been converted into US$ using the Bank of Canada closing rate on the date of granting of the options.

(1)

Calculated as of the grant date using the Black-Scholes option pricing model. The value shown is calculated by multiplying the number of stock options granted by the Canadian dollar exercise price at the time of grant by the Black-Scholes valuation factor and converting the value into US$ using the Bank of Canada closing rate on the date of granting of the options. The value is the same as the accounting fair value of the full grant but is not adjusted by the vesting schedule.

(2)

Calculation based on 30,000 options at an exercise price of CDN$8.04, Black-Scholes valuation factor = CDN$3.4248 – converted into US$ at a rate of US$1.00 = CDN$1.3261; plus 10,000 options at an exercise price of CDN$8.45, Black-Scholes valuation factor = CDN$3.5119 - converted into US$ at a rate of US$1.00 = CDN$1.3455; plus 15,000 options at an exercise price of CDN$8.39, Black-Scholes valuation factor = CDN$3.4744 - converted into US$ at a rate of $1.00 = CDN$1.3074.

(3)	Calculation based on 50,000 options at an exercise price of CDN$8.45, Black-Scholes valuation factor = CDN$3.5119 - converted into US$ at a rate of US$1.00 = CDN$1.3455; plus 15,000 options at an exercise price of CDN$8.39, Black-Scholes valuation factor = CDN$3.4744 - converted into US$ at a rate of $1.00 = CDN$1.3074.

---

(4)	Calculation based on 30,000 options at an exercise price of CDN$8.04, Black-Scholes valuation factor = CDN$3.4248 – converted into US$ at a rate of US$1.00 = CDN$1.3261; plus 15,000 options at an exercise price of CDN$8.39, Black-Scholes valuation factor = CDN$3.4744 - converted into US$ at a rate of $1.00 = CDN$1.3074.

(5)	Calculation based on 50,000 options at an exercise price of CDN$7.59, Black-Scholes valuation factor = CDN$3.0967 – converted into US$ at a rate of US$1.00 = CDN$1.3236.

(6)	Calculation based on 50,000 options at an exercise price of CDN$8.39, Black-Scholes valuation factor = CDN$3.4744 - converted into US$ at a rate of $1.00 = CDN$1.3074.

(7)	Calculation based on 30,000 options at an exercise price of CDN$8.04, Black-Scholes valuation factor = CDN$3.4248 – converted into US$ at a rate of US$1.00 = CDN$1.3261.

(8)	Represents fees for consulting services provided to the Company during 2019.

•	Compensation Committee Chair Retainer: $15,000

•	Audit Committee Chair Retainer: $15,000

•	Governance Committee Chair Retainer: $10,000

•	Research Committee Chair Retainer: $15,000

---

---

(1)	The value reflected in the above chart relates to the in-the-money value of options at the date of the vesting.

(2)	The value vested during the year has been converted into US$ using the Bank of Canada closing rate on the date of granting of the options.

•

Administration. The Stock Option Plan is administered by the Board (or a committee thereof) which has the power to (i) grant options, (ii) reserve Common Shares for issuance upon the exercise of options, (iii) determine the terms, limitations, restrictions and conditions respecting option grants, (iv) interpret the Stock Option Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Stock Option Plan, and (v) make all other determinations and take all other actions in connection with the implementation and administration of the Stock Option Plan.

•

Number of Securities Issuable. The Stock Option Plan is a rolling stock option plan that reserves, for issuance pursuant to stock options, a maximum number of Common Shares equal to 12.5% of the outstanding Common Shares of the Company at the time the Common Shares are reserved for issuance. As at the Record Date, an aggregate of 8,216,442 Common Shares (or 7.3% of the total number of issued and outstanding Common Shares) are issuable under the Stock Option Plan pursuant to outstanding options leaving a total of 5,848,250 Common Shares (or 5.2% of the total number of issued and outstanding Common Shares) issuable under the Stock Option Plan.

•	Eligible Persons. "Service Providers" are eligible to receive grants of options under the Stock Option Plan. "Service Providers" is defined as bona fide directors, officers, employees, management company employees and consultants and also includes a company of which 100% of the share capital is beneficially owned by one or more individual Service Providers.

---

•	Shareholder Approval. The unallocated entitlements under the Stock Option Plan must be approved by the Shareholders every three years. The Shareholders last re-approved the unallocated entitlements under the Stock Option Plan on June 21, 2017. Shareholder approval of the unallocated entitlements is being sought at this Meeting.

•	Grants to One Person. The number of Common Shares reserved for issue to any one person under the Stock Option Plan may not exceed 5% of the outstanding Common Shares at the time of grant less any Common Shares reserved for issuance to such person under share compensation arrangements other than the Stock Option Plan.

•

Insiders. Without the prior approval of the Shareholders, the number of Common Shares being issuable to insiders under the Stock Option Plan at any time, when combined with all of the Company’s other share compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares, and the number of Common Shares issued to insiders under the Stock Option Plan, when combined with all of the Company’s other share compensation arrangements, shall not exceed 10% of the issued and outstanding Common Shares in any 12 month period.

•	Exercise Price. The exercise price of options under the Stock Option Plan will be set by the Board at the time of grant and cannot be less than the Market Price (defined in the Stock Option Plan as the closing trading price for the Common Shares on the TSX on the day immediately prior to the date of grant).

•	Vesting. Vesting of options is at the discretion of the Board. Options become exercisable only after they vest in accordance with the respective commitment and exercise form.

•	Term of Options. Options granted under the Stock Option Plan will have a maximum term of ten years from their date of grant.

•	No Assignment. All options will be exercisable only by the optionee to whom they are granted and are non-assignable and non-transferable other than in the case of death where the applicable options will become exercisable by the optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death and the expiry date of such options.

•	Termination of Exercise Right. No option may be exercised after an optionee has left the employ or service of the Company except as follows:

◦	in the event of an optionee’s death, any vested option held by the optionee at the date of death will be exercisable by the optionee’s lawful personal representatives, heirs or executors until the earlier of 12 months after the date of death and the date of expiration of the term otherwise applicable to such option;

◦	in the event of an optionee’s disability, any vested option held by the optionee will be exercisable until the earlier of 12 months after the date the Board makes a determination of disability and the date of expiration of the term otherwise applicable to such option;

◦	generally speaking, vested options will expire 90 days after the date the optionee ceases to be employed by, provide services to, or be a director or officer of, the Company, and any unvested options shall immediately terminate.

•

Acceleration of Vesting. Notwithstanding the above disclosure under the heading "Termination of Exercise Right", if an employee optionee's employment terminates by reason of death or disability or without cause, and such employee was continuously employed by the Company for a minimum of three (3) years, any options held by such employee shall become fully vested and exercisable and may thereafter be exercised during the time periods set out above.

•	Change in Control. Upon a change in control or takeover bid, vesting can be accelerated in accordance with the provisions set out in the Stock Option Plan.

•	Extension of Expiry Period. If an option which has been previously granted is set to expire during a period in which trading in securities of the Company by the option holder is restricted by a black-out, or within nine business

---

•	Amendments Requiring Shareholder Approval. Shareholder approval is required for the following amendments to the Stock Option Plan:

◦	an increase to the aggregate percentage of securities issuable under the Stock Option Plan;

◦	a reduction in the exercise price of an outstanding option;

◦	an extension of the term of any option beyond the expiry date;

◦	any amendment to permit assignments or exercises other than by the optionee other than as set out in the Stock Option Plan;

◦	amendment to the individuals eligible to receive options under the Stock Option Plan;

◦	an amendment to the Stock Option Plan to provide for other types of compensation through equity issuance, other than an amendment in the nature of a substitution and/or adjustment made by the Board in response to a change to, event affecting, exchange of, or corporate change or transaction affecting the Common Shares; and

◦	an amendment which is required to be approved by Shareholders under applicable law (including, without limitation, applicable TSX policies).

•	Amendments Without Shareholder Approval. Subject to the policies of the TSX, the Stock Option Plan may be amended without Shareholder approval for the following:

◦	amendments of a "housekeeping" nature;

◦	amendments necessary to comply with the provisions of applicable law;

◦	amendments respecting the administration of the Stock Option Plan;

◦	any amendment to the vesting provisions of the Stock Option Plan or any option;

◦	any amendment to the early termination provisions of the Stock Option Plan or any option, whether or not such option is held by an insider, provided such amendment does not entail an extension beyond the original expiry date;

◦	any amendments necessary to suspend or terminate the Stock Option Plan; and

◦	any other amendment not requiring Shareholder approval under applicable law (including, without limitation, applicable TSX policies).

---

(1)	Under the Stock Option Plan, any increase in the number of outstanding Common Shares will result in an increase in the number of Common Shares that are available to be issued under the plan in the future, and any exercise of an option previously granted under the Stock Option Plan will result in an additional option being available for grant under the Stock Option Plan.

(2)	Weighted-average exercise price of CDN$5.55 converted into US$ at the Bank of Canada closing rate on December 31, 2019 of US$1.00 = CDN$1.2987.

(3)

1,600,000 options to acquire Common Shares were issued under an option commitment to Peter Greenleaf on April 29, 2019 under section 613(c) of the TSX Company Manual which allows the Company to issue security based compensation without shareholder approval as an inducement to employment to a person not previously employed by the Company to enter into full time employment with the Company. Mr. Greenleaf’s options vest according to a vesting schedule specified in the option commitment, becoming fully vested on the fourth year anniversary of the grant date, for so long as he remains employed by the Company, and may be exercised up to ten years from the grant date at an exercise price of CDN$8.45 per Common Share. While options issued under section 613(c) of the TSX Company Manual are not issued pursuant to the Stock Option Plan, to the extent not otherwise specified in the relevant option commitment, the options will be governed by like terms and conditions as set out in the Stock Option Plan, and such terms are specifically incorporated into the option commitments.

(4)	Exercise price of CDN$8.45 converted into US$ at the Bank of Canada closing rate on December 31, 2019 of US$1.00 = CDN$1.2987.

---

---

---

---

---

---

---

---

---

---

---

---

•	to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the "CEO") and other executive officers (as defined in National Instrument 51-102 Continuous Disclosure Obligations) and that the CEO and other executive officers create a culture of integrity throughout the organization;

•	adopting a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;

•	the identification of the principal risks of the Company's business, and ensuring the implementation of appropriate systems to manage these risks;

•	overseeing succession planning (including appointing, training and monitoring senior management);

•	adopting a communication and disclosure policy for the Company;

•	overseeing the Company's internal control and management information systems;

•	developing the Company's approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company; and

•	reviewing and disclosing, no less than annually, measures for receiving feedback from stakeholders.

•	with the assistance of the Compensation Committee, review and ratify the employment, appointment, grade levels and compensation of the top five executive employees of the Company, or any additional employees directly reporting to the CEO, and approve all senior officer appointments;

•	with the assistance of the Compensation Committee, develop a position description for the CEO, which together with other board approved policies and practices, should provide for a definition of the limits to management's responsibilities, and approve the objectives of the Company to be met by the CEO;

•	with the assistance of the Compensation Committee, ensure the performance of the CEO is evaluated at least annually;

•	with the assistance of the Compensation Committee, develop a process to evaluate the effectiveness of each director and the Board as a whole on no less than an annual basis;

•	review and approve the strategic plan, the annual business plan and accompanying capital plan and financial operations budget, including all material capital expenditures;

•	approve material divestitures, acquisition and financial commitments;

•	with the assistance of the Audit Committee, approve the annual audited financial statements, Management's Discussion and Analysis ("MD&A"), Annual Information Form, management information circular and other annual public documents of the Company;

•	with the assistance of the Audit Committee, approve the quarterly reports to the shareholders, including the unaudited interim quarterly statements and the quarterly MD&A;

•	determine the content and frequency of management reports;

---

•	review any recommendations from regulators or the external auditors respecting their assessment of the effectiveness of the internal controls that come to their attention in the conduct of their work; and

•	ensure an independent audit/inspection function is in place to monitor the effectiveness of organizational and procedural controls.

1.	In Respect of Operations of the Board:

(i)	assess the needs of the Board with respect to the conduct of the affairs of the Board, including:

(a)	the size of the Board;

(b)	the frequency and location of Board and committee meetings;

(c)	procedures for establishing meeting agendas and the conduct of meetings;

(d)	the availability, relevance and timeliness of discussion papers, reports and other information required by the Board;

(ii)	recommend at the first meeting of the Board following each annual meeting, the allocation of directors to each of the Board committees and thereafter, where a vacancy occurs at any time in the membership of any Board committee, recommend a particular director to the Board to fill such vacancy;

(iii)	oversee continuing education for all directors in respect to the Company; and

(iv)	oversee the relationship between the Board on the one hand and officers of the Company on the other hand and, if appropriate, make recommendations with a view to ensuring that the Board is able to function independently of management.

(i)	review periodically the Company's approach to governance issues;

(ii)	review periodically the mandate for the Board and the positions description for the Chairman of the Board, the President and CEO, and the Chief Financial Officer ("CFO") of the Company;

(iii)	review periodically the charters of the committees of the Board and, where appropriate, make recommendations thereon including changes in the role, size, composition and structure of the committees;

(iv)	conduct periodic surveys of directors with respect to their views on the effectiveness of the Board, the Chairman of the Board, each committee of the Board and its Chair and individual directors;

(v)	evaluate periodically the performance of the Chairman of the Board and the Chair of each committee and the performance and contribution of individual directors, having regard for the mandate for the Board and position description for the Chairman of the Board and the results of surveys of the directors, attendance at Board and Board committee meetings and overall contribution;

(vi)	assess the effectiveness and review the performance of the Board as a whole and each committee of the Board, including the Committee and the Chairman of the Board, President and CEO, and CFO of the Company;

(vii)	review the Company's director qualification criteria including the number of boards on which directors may sit, director tenure, retirement and succession;

(viii)	review the procedure to enable an individual director to engage an outside advisor at the expense of the Company; and

(ix)	recommend policies regarding succession in the event of an emergency or the retirement of the Chairman of the Board, CEO, and/or CFO of the Company.

---

(i)	review periodically the competencies, skills and personal qualities required of directors in order to add value to the Company, in light of

(a)	the activities of the Company and the nature of its investments;

(b)	the need to ensure that a majority of the Board is comprised of independent directors within the meaning of applicable laws;

(c)	the constating documents of the Company;

(d)	the Company's governance guidelines;

(ii)	review the competencies, skills and personal qualities of each existing director, and the contributions made by the director to the effective operation of the Board and any significant change in the primary occupation of the director;

(iii)	ensure candidates understand the demands and expectations of a director of the Company and the role of the Board and its committees; and

(iv)	oversee an orientation program to familiarise new directors with the business and operations of the Company, including the reporting structure, strategic plans, significant financial, accounting and risk issues and compliance policies, management and the external auditors.

4.	In Respect of Reporting and Disclosure Requirements:

(i)	review and approve the annual corporate governance report to be made in the proxy circular prepared in connection with the Company's annual meeting describing the corporate governance practices of the Company with reference to the reporting requirements of the Toronto Stock Exchange or other applicable securities law requirements;

(ii)	review and approve the statement of executive compensation to be made in the proxy circular prepared in connection with the Company's annual meeting;

(iii)	review at least annually the "Corporate Disclosure Policy" of the Company;

(iv)	review at least annually the "Code of Ethics & Conduct" of the Company;

(v)	review at least annually the "Whistleblower Policy" of the Company;

(vi)	review at least annually the "Fraud Policy" of the Company;

(vii)	review at least annually the "Diversity Policy" of the Company;

(viii)	review at least annually the "Indemnity Policy" of the Company;

(ix)	review at least annually the "Terms of Reference for the Chairman of the Board";

(x)	review at least annually the "Mandate of the Board of Directors";

(xi)	review at least annually the position description for the CEO of the Company;

(xii)	review at least annually the position description for the CFO of the Company;

(xiii)	review at least annually the "Audit Committee Charter";

(xiv)	review at least annually the "Compensation Committee Charter";

(xv)	review at least annually the "Governance & Nomination Committee Charter";

(xvi)	review at least annually the "Disclosure Committee Charter";

(xvii)	review at least annually the "Insider Trading Policy"; and

(xviii)	review at least annually the "Majority Voting Policy".

---

1.1	Definitions

---

(a)	borrow money upon the credit of the Corporation in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise;

(b)	issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured, for such sums and at such prices as may be deemed expedient;

(c)	to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person;

(d)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any present and future property, real and personal, movable and immovable, of the Corporation, including its undertakings and rights, to secure any bonds, debentures, notes or other evidences of indebtedness or guarantee or any other indebtedness, liability or obligation of the Corporation; present or future; and

---

(e)	delegate to a committee of the Board, a Director or an officer of the Corporation all or any of the powers conferred in this paragraph or by the Act to such extent and in such manner as the Directors may determine.

(a)	who is less than Eighteen (18) years of age;

(b)	if he is a dependent adult as defined in the Dependent Adults Act (Alberta) or is the subject of a certificate of incapacity under that Act;

(c)	if he is a formal patient as defined in the Mental Health Act (Alberta);

(d)	if he is the subject of an order under the Mentally Incapacitated Persons Act (Alberta) appointing a committee of his person or estate or both;

(e)	if he has been found to be a person of unsound mind by a court elsewhere than in Alberta;

(f)	if he is not an individual; or

(g)	if he has the status of a bankrupt.

(a)	he was present at the meeting when he was elected or appointed and did not refuse to act as a Director; or

(b)	if he was not present at the meeting when he was elected or appointed, he consented to act as a Director in writing before his election or appointment or within ten days after it, or he has acted as a Director pursuant to the election or appointment.

---

4.6	Vacation of Office

4.7	Vacancies

4.8	Action by the Board

4.9	Resolution Without Meeting Together

(a)

a resolution or resolutions signed by all members of the Board as such without meeting together, whether embodied in the form of minutes of a meeting of Directors or not, shall be as valid and effectual as if passed at a meeting of the Board duly called and constituted and shall be entered in the minute book of the Corporation accordingly and shall be held to relate back to any date therein stated to be the date thereof and a Director may signify his assent to such resolution or resolutions in writing under his hand or by telegram or cable;

(b)	any written resolution made under this paragraph may be signed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute but one and the same instrument;

(c)

where the Board consists of a sole Director, a resolution or resolutions assented to and adopted in writing under the hand of that Director, whether embodied in the form of a minute of that Director or not, shall be as valid and effectual as if passed at a meeting of the Board duly called and constituted and shall be entered in the minute book of the Corporation accordingly and shall be held to relate back to any date therein stated to be the date thereof and the sole Director may also signify his assent to such resolution or resolutions by telegram or cable.

4.10	Meetings by Telephone

4.11	Place of Meetings

---

4.12	Calling of Meetings

4.13	Notice of Meetings

4.14	Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.15	Provided a quorum of Directors is present, the Board may without notice hold a meeting immediately following an annual meeting of Shareholders.

4.16

The Board may from time to time appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director forthwith after being passed, or forthwith after such Director’s appointment, whichever is later, but no other notice shall be required for any such regular meeting except where the Act or this By-law requires the purpose thereof or the business to be transacted thereat to be specified.

4.17	Chairman

4.18	Votes to Govern

4.19	Powers of Attorney

---

4.21	Trustees

5.1	Committee of Directors

5.2	Transaction of Business

5.3	Audit Committee

5.7	Procedure

---

6.1	Appointment

6.2	The PresidentChief Executive Officer

(a)	he shall have general superintendence and direction of all the other officers of the Corporation;

(b)

he shall submit the annual report of the Board, if any, and the annual balance sheets and financial statements of the business and affairs and reports on the financial position of the Corporation as required by the Act to the annual meeting and from time to time he shall report to the Board all matters within his knowledge which the interest of the Corporation require to be brought to their attention;

(c)	he shall be an ex-officio member of all standing committees of the Board.

6.3	Chairman of the Board and Officers Generally

6.4	The Vice-President or Vice-Presidents

6.5	Secretaries or Assistant Secretary

6.6	The Treasurer or Assistant Treasurer

---

6.7	Powers and Duties of Other Officers

6.8	Variation of Powers and Duties

6.9	Term of Office

6.10	Terms of Employment and Remuneration

6.11	Agents and Attorneys

6.12	Fidelity Bonds

7.1	Interest in Material Contracts

(a)	in the case of a Director, at a meeting in which the proposed contract is first considered, or at the first meeting in which he becomes so interested;

(b)	in the case of an officer, forthwith after he becomes aware that a contract is considered or has been considered at a meeting of Directors or forthwith after an officer has become so interested;

(c)	in the case of a person who is interested in a contract who later becomes a Director or officer, forthwith after he becomes a Director or officer.

7.3	A Director referred to in paragraph 7.1 shall not vote on any resolution to approve the contract unless the contract is an arrangement by way of security for money lent to or obligations undertaken by him, or by a body corporate, in which he has an interest for the benefit of the Corporation or an affiliate, a contract relating primarily

---

7.4	Dissent by Director

7.5	Limitation of Liability

7.6	Indemnity

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation; and

(b)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was not unlawful.

7.7	Insurance

8.1	Allotment

8.2	Commissions

---

8.3	Securities Register

(a)	the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder;

(b)	the number of securities held by each security holder; and

(c)	the date and particulars of the issue and transfer of each security.

---

---

---

---

---

(a)	if all the shareholders entitled to vote thereat are present in person or represented or if those not present or represented waive notice of or otherwise consent to such meeting being held; and

(b)	if the auditors and the Directors are present or waive notice of or otherwise consent to such meeting being held;

---

(a)	where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such meeting, such person has transferred any of his shares after the date on which such list is prepared; and

(b)	the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than ten days before the meeting that his name be included in such list.

---

10.23	Show of Hands10.25    Voting

---

---

---

14.1	Nomination Procedures.

14.2	Timely notice.

14.3	Manner of timely notice.

---

14.5	Other Information

14.6	Notice to be updated

14.7	Power of the chairman.

14.8	Delivery of notice.

14.9	Increase in number of directors to be elected.

14.10	Definitions.

---

(i)	“Affiliate”, when used to indicate a relationship with a specific person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person;

(ii)

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

(iii)

“Associate”, when used to indicate a relationship with a specified person, shall mean (i) any body corporate or trust of which such person beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such body corporate or trust for the time being outstanding, (ii) any partner of that person, (iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (iv) a spouse of such specified person, (v) any person of either sex with whom such specified person is living in conjugal relationship outside marriage or (vi) any relative of such specified person or of a person mentioned in clauses (iv) or (v) of this definition if that relative has the same residence as the specified person;

(iv)

“beneficially owns” or “beneficially owned” means, in connection with the ownership of shares in the capital of the Company by a person, (i) any such shares as to which such person or any of such person’s Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (ii) any such shares as to which such person or any of such person’s Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (iii) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s Affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person beneficially owns pursuant to this clause (iii) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (iv) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities;

(v)	“close of business” means 5:00 p.m. (Edmonton time) on a business day in Alberta, Canada;

(vi)

“Derivatives Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Securities”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts; and

---

(vii)	“public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

---

(i)	any one Person holds a sufficient number of voting securities of the Company or the resulting company to affect materially the control of the Company or the resulting company, or,

(ii)	any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of voting securities of the company or the resulting company to affect materially the control of the Company or the resulting company,

---

(i)	provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company, other than services provided in relation to a Distribution;

(ii)	provides the services under a written contract between the Company and the individual or the Consultant Company;

(iii)	in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company; and

(iv)	has a relationship with the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;

(i)	an individual who is considered an employee of the Company or its Affiliates under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source) or the tax legislation of another jurisdiction in which the Company or its Affiliates may do business (including the Code);

(ii)	an individual who works full-time for the Company (or one of its Affiliates) providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii)	an individual who works for the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source,

---

(i)	the closing trading price for the Common Shares on the TSXstock exchange on which the majority of the Company’s common shares traded on the day immediately prior to the date of grant;

(ii)

if the Common Shares are not listed on the TSX, then the closing trading price for the Common Shares on any other stock exchange on which the Common Shares are listed (if the Common Shares are traded on more than one stock exchange, then the stock exchange on which a majority of Common Shares are traded) at the time of the grant; or (which may be denominated in either Canadian or US dollars, based on the applicable exchange rate on the day immediately prior to the date of grant); or

(ii)	(iii) if the Common Shares are not listed on a stock exchange, then the trading price determined by the Board using good faith discretion;

---

---

(a)	determine the Service Providers to whom OptionsAwards are to be granted, to grant such OptionsAwards, and, subject to the other terms of this Plan, to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant of Award;

(b)	allot Common Shares for issuance on connection with the exercise of OptionAwards; and

(c)	delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.

---

(a)	Eligible Recipients of ISOs. Incentive Stock Options may be granted only to employees of the Company or an Affiliate.

(b)

Designation of ISO Status. The Board action approving the grant of an Option to a U.S. Participant, and the Award Commitment, must specify that the Option is intended to be an Incentive Stock Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option.

(c)	Maximum Shares Issuable On Exercise of ISOs. Subject to the adjustment provisions of this Plan, the maximum aggregate number of Common Shares that may be issued upon the exercise of Incentive Stock Options is 14,000,000 Common Shares.

(d)

Limits for 10% Stockholders. A person who owns (or is deemed to own pursuant to Section 424(d) of the Code) Common Shares possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company or any Affiliate, will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Market Price on the date of grant and the Option is not exercisable after the expiration of five (5) years from the Grant Date.

(e)

No Transfer. As provided by Section 422(b)(5) of the Code, an Incentive Stock Option will not be transferable except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the U.S. Participant only by the U.S. Participant. If the Board elects to allow the transfer of an Option by a U.S. Participant that is designated as an Incentive Stock Option, such transferred Option will automatically become a Nonstatutory Stock Option.

(f)

US $100,000 Limit. As provided by Section 422(d) of the Code and applicable regulations thereunder, to the extent that the aggregate Market Price (determined at the time of grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (under all plans of the Company and any Affiliate) exceeds US$100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Award Commitment(s).

(g)

Post-Termination Exercise Period. To obtain the United States federal income tax advantages associated with an Incentive Stock Option, the United States Internal Revenue Code requires that at all times beginning on the date of grant and ending on the day three (3) months before the date of exercise of the Option, the U.S. Participant must be an employee of the Company or an Affiliate (except in the event of the U.S. Participant’s death or Disability, in which case a 12-month period applies). The Company cannot guarantee that the Option will be treated as an Incentive Stock Option if the U.S. Participant continues to provide services to the Company or an Affiliate after such U.S. Participant’s employment terminates or if the U.S. Participant otherwise exercises the Option more than three (3) months (or twelve (12) months, as the case may be) after the date his or her employment terminates, or the Option otherwise fails to qualify as an Incentive Stock Option.

---

(a)	in the case of the death of an OptioneeRecipient, any vested OptionAward held by him at the date of death will become exercisable by the OptioneeRecipient’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such OptioneeRecipient and the Expiry Date of such OptionAward;

---

(b)	in the case of the Disability of an OptioneeRecipient, any vested OptionAward held by him at the date of Disability will become exercisable until the earlier of one year from the date of cessation of the OptioneeRecipient’s employment or other office and the Expiry Date of such OptionAward; and

(c)	subject to the other provisions of this §3.4Section 3.5, vested OptionsAwards will expire 90 days after the date the OptioneeRecipient ceases for any reason whatsoever to be employed by, provide services to, or be a Director or Officer of, the Company and all unvested OptionsAwards will immediately terminate without right to exercise same;

(a)	for a period of 45 days beginning on the date which any person together with all affiliates and associates of such person, becomes, after the date of this Plan, the beneficial owner of 20% or more of the Common Shares of the Company then outstanding;

(b)

beginning on the date that a tender or exchange offer for Common Shares by any person is first published or sent or given within the meaning of the takeover bid rules under Alberta securities legislation, and continue so long as such offer remains open (including any extensions or renewals of such offer), unless by the terms of such offer the Offeror, upon consummation thereof, would be the beneficial owner of less than 20% of the common shares of the Corporation then outstanding; or

(c)	for a period of 20 days beginning on the date on which the shareholders of the Company duly approve any merger, consolidation, reorganization or other transaction providing for the conversion or exchange of more than 20% of the outstanding Common Shares of the Company into securities of any entity, or cash, or property, or a combination of any of the foregoing.

---

(a)	the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;

(b)	the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised OptionsAwards, and in the exercise price for such shares or other securities or property; and/or

(c)	the vesting of any OptionsAwards, including the accelerated vesting thereof on conditions the Board deems advisable,

---

(a)	a written notice to the Company specifying the number of OptionedAward Shares being acquired pursuant to the OptionAward; and

(b)	cash, certified cheque or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired and the aggregate of any amounts required by law to be withheld by the Company on the exercise of such OptionAward, or separate certified cheques or bank drafts for such Exercise Price and such amounts to be withheld;

(a)	amendments of a “housekeeping” or ministerial nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;

(b)	amendments necessary to comply with the provisions of applicable law (including, without limitation, the TSX Policies);

(c)	amendments respecting administration of the Plan;

(d)	any amendment to the vesting provisions of the Plan or any OptionAward;

---

(e)	any amendment to the early termination provisions of the Plan or any OptionAward, whether or not such OptionAward is held by an Insider, provided such amendment does not entail an extension beyond the original Expiry Date;

(f)	any amendments necessary to suspend or terminate the Plan;

(g)	any amendments necessary or desirable to cause Awards to comply, or be able to comply, with modifications made to applicable tax legislation; and

(h)	(g) any other amendment, whether fundamental or otherwise, not requiring Shareholder Approval under applicable Law (including, without limitation, the TSX Policies).

(a)	increase the aggregate maximum percentage of Common Shares issuable under the Plan;

(b)	ake any amendment that would reduce the Exercise Price of an outstanding OptionAward (including a cancellation and reissue of an OptionAward at a reduced Exercise Price);

(c)	extend the term of any OptionAward beyond the Expiry Date of the OptionAward or allow for the Expiry Date of an OptionAward to be greater than 10 years except as currently provided in connection with a Black-out Period;

(d)	permit assignments, or exercises other than by the applicable Participant, of OptionsAwards beyond that contemplated by §3.4Section 3.5(a);

(e)	expand the definition of “Service Provider” or otherwise alter the conditions for eligibility for participation in the Plan;

(f)	amend the Plan to provide for any other types of compensation through equity issuance, unless the change to the Plan or an OptionAward results from the application of §3.9 Section 3.10; and

(g)	effect an amendment which is required to be approved by shareholders under applicable law (including, without limitation, the TSX Policies).

(a)	Common Shares being issuable to Insiders under this Plan at any time, when combined with all of the Company’s other Share Compensation Arrangements, exceeding 10% of the Outstanding Shares; and

---

(b)	Common Shares issued to Insiders under this Plan, when combined with all of the Company’s other Share Compensation Arrangements, exceeding 10% of the Outstanding Shares in any 12 month period.

---

---

---