NVC 2015 Management Circular

NIAGARA VENTURES CORPORATION
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To be held on January 11, 2016
MANAGEMENT INFORMATION CIRCULAR
December 7, 2015

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders of Niagara Ventures
Corporation (the Corporation) will be held at the offices of Wildeboer Dellelce LLP, 365 Bay Street, Suite 800,
Toronto, Ontario, M5H 2V1 on Monday, January 11, 2016 at 10:00 a.m. (Toronto time) (the Meeting), for the
following purposes:
1.
TO RECEIVE the annual financial statements of the Corporation for the fiscal year ended May 31, 2015,
together with the auditors report thereon;
2.
TO ELECT the directors of the Corporation to serve from the close of the Meeting until the close of the
next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;
3.
TO APPOINT the auditors of the Corporation and authorize the directors to fix their remuneration;
4.
TO CONSIDER and, if thought advisable, to pass an ordinary resolution re-approving and confirming the
stock option plan of the Corporation (the Option Plan), including the reservation for issuance under the
Option Plan at any time of a maximum of 10% of the issued and outstanding shares of the Corporation, in
accordance with the policies of the TSX Venture Exchange; and
5.
TO TRANSACT such other business as may properly come before the Meeting or any adjournment thereof.
Details of the foregoing matters are contained in the accompanying management information circular of the
Corporation, which is a TSX Venture Exchange listed company.
A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her
executed form of proxy with the Corporations transfer agent and registrar, Equity Financial Trust Company, 200
University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 (Attention: Proxy Department), or sent by facsimile to
Equity Financial Trust Company at (416) 595-9593, or voted online by going to www.voteproxyonline.com and
following the instructions on the website, on or before 10:00 a.m. (Toronto time) on Thursday, January 7, 2016, or at
least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting
at which the proxy is to be used.
DATED: December 7, 2015.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Ron McEachern"
Ron McEachern
Chief Executive Officer and Corporate Secretary
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MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF
PROXIES
This management information circular (the Circular) is furnished in connection with the solicitation
by management of Niagara Ventures Corporation (the Corporation) of proxies to be used at an
annual and special meeting of the shareholders of the Corporation to be held at the offices of
Wildeboer Dellelce LLP, 365 Bay Street, Suite 800, Toronto, Ontario on Monday, January 11, 2016, at
10:00 a.m. (Toronto time) (the Meeting) and at any adjournment thereof, for the purposes set forth in
the enclosed notice of annual and special meeting of shareholders (the Notice of Meeting).
Proxies will be solicited primarily by mail but may also be solicited personally, by telephone or by facsimile
by the directors or officers of the Corporation at nominal costs. The costs of solicitation will be borne by the
Corporation. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of
Securities of a Reporting Issuer (NI 54-101), arrangements have been made with clearing agencies,
brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial
owners of the common shares of the Corporation. The Corporation will provide, without cost to such persons,
upon request to the Corporation, additional copies of the foregoing documents required for this purpose.
Except where otherwise indicated, information contained in this Circular is given as of December 7, 2015
Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to $ are to
Canadian dollars.
The Corporation has elected not to send proxy-related materials to registered holders or Beneficial Holders (as
hereinafter defined) of the common shares of the Corporation using the notice-and-access delivery
procedures defined under NI 54-101 and National Instrument 51-102 Continuous Disclosure Obligations.
ADVICE TO BENEFICIAL SHAREHOLDERS
The information set forth in this section is of significant importance to many shareholders of the
Corporation as a substantial number of shareholders do not hold common shares of the
Corporation in their own name and thus are considered non-registered beneficial shareholders.
Shareholders who do not hold common shares of the Corporation in their own name (Beneficial Holders)
should note that only proxies deposited by shareholders whose names appear on the records of the Corporation
as the registered holders of common shares can be recognized and acted upon at the Meeting. If common
shares of the Corporation are listed in an account statement provided to a shareholder by a broker then, in
almost all cases, those common shares will not be registered in the shareholders name on the records of
the Corporation. Common shares beneficially owned by Beneficial Holders are typically registered either:
(i) in the name of an intermediary (an Intermediary) (including, among others, banks, trust companies,
securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and
similar plans) that the Beneficial Holder deals with in respect of the common shares, or (ii) in the name of
a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a
participant. In accordance with the requirements of the Canadian Securities Administrators, the Corporation
will have distributed copies of the Notice of Meeting, this Circular and the enclosed form of proxy to the
Intermediaries or clearing agencies for onward distribution to Beneficial Holders. If you are a Beneficial
Holder, your Intermediary will be the entity legally entitled to vote your common shares at the Meeting.
Common shares of the Corporation held by an Intermediary can only be voted upon the instructions of the
Beneficial Holder. Without specific instructions, Intermediaries are prohibited from voting common shares.
Applicable regulatory policies require Intermediaries to seek voting instructions from Beneficial Holders in
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advance of the Meeting. Often, the form of proxy supplied to a Beneficial Holder by its Intermediary is
identical to the form of proxy provided to registered shareholders; however, its purpose is limited to
instructing the registered shareholder how to vote on behalf of the Beneficial Holder. The majority of
Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial
Solutions, Inc. (Broadridge). Broadridge typically mails a scannable voting instruction form in lieu of the
form of proxy. The Beneficial Holder is requested to complete and return the voting instruction form to
Broadridge by mail or facsimile. Alternatively, the Beneficial Holder may call a toll-free telephone
number or access the Internet to provide instructions regarding the voting of common shares held by the
Beneficial Holder. Broadridge then tabulates the results of all instructions received and provides appropriate
instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Holder
receiving a voting instruction form cannot use that voting instruction form to vote common shares of the
Corporation directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge
well in advance of the Meeting in order to have such common shares voted.
Beneficial Holders should ensure that instructions respecting the voting of their common shares of the
Corporation are communicated in a timely manner and in accordance with the instructions provided by
their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures
and provides its own return instructions to clients, which should be carefully followed by Beneficial
Holders in order to ensure that their common shares are voted at the Meeting.
Although a Beneficial Holder may not be recognized directly at the Meeting for the purpose of voting
common shares of the Corporation registered in the name of their Intermediary, a Beneficial Holder
may attend the Meeting as proxyholder for the Intermediary and vote the common shares in that capacity.
Beneficial Holders who wish to attend the Meeting and indirectly vote their common shares as a
proxyholder should enter their own names in the blank space on the form of proxy or voting
instruction form provided to them by their Intermediary or Broadridge, as applicable, and return the
same in accordance with the instructions provided by their Intermediary and/or Broadridge, as
applicable, well in advance of the Meeting.
The purpose of the above-noted procedures is to permit Beneficial Holders to direct the voting of the common
shares of the Corporation which they beneficially own. Beneficial Holders should carefully follow the
instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding
when and where the form of proxy or voting instruction form is to be delivered.
NOTICE TO BENEFICIAL HOLDERS
Beneficial Holders who have not objected to their Intermediary disclosing certain ownership information
about themselves to the Corporation are referred to as non-objecting beneficial owners, or NOBOs.
Beneficial Holders who have objected to their Intermediary disclosing the ownership information about
themselves to the Corporation are referred to as objecting beneficial owners, or OBOs. In accordance with
the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular, and a form
of proxy or voting instruction form, as applicable (collectively, the Meeting Materials) directly to the
NOBOs and, indirectly, through Intermediaries to the OBOs. These Meeting Materials are being sent to both
registered and non-registered owners of the securities. If you are a Beneficial Holder, 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. The Corporation has determined to pay the fees and costs of Intermediaries
for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.
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EXERCISE OF DISCRETION BY PROXYHOLDERS

The common shares of the Corporation represented by proxies in favour of management nominees will be
voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be
called for and, if a shareholder specifies a choice with respect to any matter to be acted upon at the
Meeting, the shares represented by proxy shall be voted accordingly.
If a specification is not made with respect to any matter, the proxy will confer discretionary authority and will
be voted:
(a)
FOR the election of the nominees identified in this Circular as directors of the Corporation;
(b)
FOR the re-appointment of MNP LLP as independent auditors of the Corporation; and
(c)
FOR the ordinary resolution re-approving and confirming the stock option plan of the
Corporation (the Option Plan), including the reservation for issuance under the Option Plan
at any time of a maximum of 10% of the issued and outstanding shares of the Corporation, in
accordance with the policies of the TSX Venture Exchange (the TSX-V).
Each of these matters is described in greater detail elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with
respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to
any other matters which may properly come before the Meeting in such manner as such person, in his
or her judgment, may determine. At the date of this Circular, management of the Corporation knows of no
such amendments, variations or other matters to come before the Meeting.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A
shareholder has the right to appoint a person (who need not be a shareholder of the Corporation) other
than the persons specified in the form of proxy to attend and act on behalf of that shareholder at the
Meeting. This right may be exercised by striking out the names of the persons specified in the form of
proxy, inserting the name of the person to be appointed in the blank space provided in the form of proxy,
signing the form of proxy and returning it in the manner set out in the form of proxy.
A shareholder who has given a proxy may revoke it:
(i)
(ii)
by depositing an instrument in writing, including another completed form of proxy, executed by that
shareholder or shareholders attorney authorized in writing either:
(A)
at the registered office of the Corporation at any time up to and including the last business day
preceding the date of the Meeting or any adjournment of the Meeting; or
(B)
with the chair of the Meeting prior to the commencement of the Meeting on the day of the
Meeting or any adjournment of the Meeting; or
by any other manner permitted by law.
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RECORD DATE
The Corporations list of shareholders as of the close of business on Monday, December 7, 2015 (the
Record Date) has been used to deliver to shareholders the Notice of Meeting and this Circular as well as to
determine who is eligible to vote at the Meeting.
QUALIFYING TRANSACTION
The Corporation was incorporated under the Business Corporations Act (Ontario) on May 25, 2012. On
August 23, 2012, the Corporation completed an initial public offering to be classified as a Capital Pool
Corporation as defined in Policy 2.4 of the TSX-V (the CPC Policy). The principal business of the
Corporation at that time was the identification and evaluation of assets or businesses with a view to
completing a qualifying transaction under the CPC Policy.
Effective December 5, 2014, the Corporation completed a qualifying transaction (the Qualifying
Transaction), in accordance with the CPC Policy, by way of its acquisition of 100% of the outstanding
common shares of Blu-Dot Beverages Corporation Inc. (Blu-Dot). Blu-Dot is now the main operating
subsidiary of the Corporation and is in the business of producing a line of refreshing and healthy functional tea
based beverages with protein and fibre that it sells and markets to specialty health and grocery retailers in
North America.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No person who has been a director or an executive officer of the Corporation at any time since the beginning
of its last completed financial year, proposed nominee for election as a director of the Corporation or any
associate of any such director, executive officer or proposed nominee, has any material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the
Meeting, except as disclosed in this Circular.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The authorized share capital of the Corporation consists of an unlimited number of common shares.
As at the date hereof, there are 19,966,032 common shares of the Corporation issued and outstanding
(6,286,496 of which are held in escrow pursuant to the policies of the TSX-V), each of which carries the right
to one vote in respect of all matters that may come before the Meeting.
To the knowledge of the directors and executive officers of the Corporation, as at the date of this Circular, no
person beneficially owns, controls or directs, directly or indirectly, securities carrying 10% or more of the
voting rights attached to all classes of outstanding voting securities of the Corporation, except as follows:
Shareholder
Kevin Stratton
Number of Common Shares

4,442,890(1)
% of Outstanding Common Shares

22.3%
Notes:
(1) Includes 3,998,600 common shares subject to escrow under the policies of the TSX-V.
PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the financial year ended May 31, 2015, together with
the report of the auditors thereon, will be presented to the shareholders at the Meeting. Receipt at the
Meeting of the financial statements of the Corporation for the financial year ended May 31, 2015, and the
auditors report thereon, will not constitute approval or disapproval of any matters referred to therein.
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ELECTION OF DIRECTORS
The articles of the Corporation provide for a minimum of three (3) and a maximum of ten (10) directors on
the board of directors of the Corporation (the Board). The number of directors of the Corporation is
currently fixed at five (5).
At the Meeting, shareholders are required to elect the directors of the Corporation to hold office until the close
of the next annual meeting of shareholders or until their successors are elected or appointed, as the case may
be, unless his office is earlier vacated in accordance with the articles of the Corporation or the provisions of
the Business Corporations Act (Ontario).
See below for detailed information concerning the proposed directors.
Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary
resolution, the text of which is as follows:
BE IT RESOLVED that:
(1)
the election of each of Larry Phillips, Scott Anderson, Jeffrey Mores, Ron McEachern
and Scot Martin as directors of the Corporation to hold office until the close of the next
annual meeting of shareholders of the Corporation or until their successors are elected
or appointed is hereby approved; and
(2)
any director or officer of the Corporation is hereby authorized for and on behalf of the
Corporation to execute and deliver all documents and instruments and to take such
other actions as such director or officer may determine to be necessary or desirable to
implement these resolutions and the matters authorized hereby, such determination to
be conclusively evidenced by the execution and delivery of any such documents or
instruments and the taking of any such actions.
The Board recommends that shareholders vote FOR the election of the directors as set forth above and
herein. Unless the shareholder directs that his, her or its shares are to be withheld from voting in
connection with the election of directors, the persons named in the enclosed form of proxy will vote
FOR the election of the directors as set forth above and herein. The Corporation does not contemplate
that any of such nominees will be unable to serve as directors; however, if for any reason any of the
proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons
designated as proxyholders in the accompanying form of proxy will be voted FOR another nominee in
their discretion unless the shareholder has specified in his or her form of proxy that his or her common
shares are to be withheld from voting in the election of directors.
The following table and the notes thereto state the name and the province of residence of all nominees for
election as directors of the Corporation, the month and year during which each of them first became a director
of the Corporation, all positions and offices with the Corporation held by each of them, the principal
occupation of each of them during the prior five year period and the number of common shares of the
Corporation beneficially owned, or controlled or directed, directly or indirectly, by each of them. The
Corporation has an audit committee (the Audit Committee), the members of which are also identified
below. The Corporation has no other committees as of the date of this Circular.
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Name and Province of

Residence and
Position(s) with the
Corporation
Larry Phillips(2)(3)
Toronto, Ontario
Chairman, Director
Scott Anderson(2)
Tottenham, Ontario
Director
Jeffrey Mores
Toronto, Ontario
General Manager (BluDot), Director
Ron McEachern(3)
Toronto, Ontario
Chief Executive Officer,
Corporate Secretary,
Director
Scot Martin(2)
Toronto, Ontario
Director
Principal
Occupation
During Prior Five (5) Year Period
Director
Since
President of Corplex Management

Services, 2011 to present.
Executive Vice President Corporate Affairs
of Iamgold Corporation, 2005 to 2011.
President of The Catalyst Company since
1998.
May 25, 2012
Number of Common
Shares Beneficially
Owned, or
Controlled or
Directed, Directly or
Indirectly(1)
437,500(4)
May 25, 2012
1,110,780(5)
General Manager of Blu-Dot since June

2015.
Independent Financial Consultant Principal,
Mores & Company Inc.
Independent Business Consultant; Adjunct
Professor; PepsiCo Asia from 1996 to 2008
May 25, 2012
375,000(6)
October 30,
2014
555,555(7)
Chairman and Co-CEO of youRhere Inc.
December 5,
2014
625,000(8)
Notes:
(1) This information, not being within the knowledge of the Corporation, has been furnished by the respective
individuals.
(2) Member of the Audit Committee. Scott Anderson is the Chair of the Audit Committee.
(3) The Board intends to appoint Ron McEachern as Chairman of the Board at a meeting of directors to be held
immediately following the Meeting.
(4) Includes 281,250 common shares issued and subject to escrow under the CPC Policy.
(5) Includes 531,252 common shares subject to escrow under the policies of the TSX-V.
(6) Includes 281,250 common shares issued and subject to escrow under the CPC Policy.
As at the date hereof, the directors and officers of the Corporation own, control or direct, directly or
indirectly, in the aggregate, 3,103,835 common shares of the Corporation, representing approximately
15.6% of the issued and outstanding Common Shares.
Biographies of Proposed Directors
The following are short biographies of each nominee for election as a director of the Corporation:
Larry Phillips - Mr. Phillips is the President of Corplex Management Services, providing corporate advisory
services and directorship to public and private companies. Mr. Phillips was a founder of Iamgold Corporation in
1990 and served as an executive officer of the company until his retirement as Executive Vice President,
Corporate Affairs in June 2011. Mr. Phillips is a graduate of Osgoode Hall Law School and a member of the
Law Society of Upper Canada; he served as VP Corporate Development and General Counsel of Iamgold
Corporation from 1995 to 2005 and Executive Vice President, Corporate Affairs of Iamgold Corporation from
2005 to 2011. Mr. Phillips serves and has served on the boards of a number of public and private companies
and charitable organizations, including Euro Resources S.A., Gowest Gold Ltd., The World Gold Council and
Toronto East General Hospital.
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Scott Anderson - Mr. Anderson is the President of The Catalyst Company (since 1998), which provides board,
management and investment advisory services to emerging growth businesses. Previously, he was the President
and COO of the Rider Travel Group, a travel services business. Mr. Anderson has extensive public and private
company board experience, including People Corporation, Comcare Health, Sleep Country Canada Income
Fund, Listen UP, Stevenson Memorial Hospital, Vickers & Benson, The Look Company and others. Mr.
Anderson is a Chartered Accountant.
Jeffrey Mores - Mr. Mores has considerable financial and operational expertise working with small- and
medium-size business. He has been the General Manager of Blu-Dot since June 2015 and was the Founding
Principal of Mores & Company Inc., a boutique Canadian estate planning and life insurance firm. Mores & Co.
is primarily focused on the successful transition of private family enterprises, either to the next generation or
new owners entirely. Mr. Mores began his career in 1998 with London Life and in 2001 he co-founded and led
the western Canadian growth of IQ Partners, a Toronto-based executive recruitment firm. Mr. Mores has served
on the advisory board of a number of charitable organizations, including Habitat for Humanity Toronto and
Toronto East General Hospital Childrens Emergency.
Ron McEachern - Mr. McEachern is a packaged goods and beverages industry expert. During a 23 year career
at PepsiCo, Mr. McEachern led food and beverage operations in Canada, the US, Northern Europe and
Asia. At the time of his retirement in 2008, Mr. McEachern was the President of PepsiCo Asia, overseeing all
aspects of the PepsiCo foods and beverages business for Asia including India, China, Japan, Australia and
South Asia. Since retiring from PepsiCo, Mr. McEachern has been consulting with companies seeking to enter
Asia and lecturing on general management in China as an Adjunct Professor in a number of universities. Prior
to joining Pepsico, Mr. McEachern was involved in the packaged goods industry with Procter and Gamble.
Scot Martin - Mr. Martin is the co-owner, Chairman and Co-CEO of youRhere Inc., a leader in the interactive
segment of Canadas digital signage industry. Prior to joining youRhere Inc., Mr. Martin spent 30 years as a
corporate and investment banking professional, holding a number of senior positions in the industry, including:
Managing Director and Head of Investment Banking at Scotia Capital Markets; Deputy Chairman and CoHead, Canadian Relationship Management at Scotia Capital; Vice-Chairman, Corporate and Investment
Banking at National Bank Financial; and Partner at Blair Franklin Capital Partners. Mr. Martin serves and has
served on the boards of a number of public and private companies and charitable organizations, including
Discovery Capital Corporation and the Branksome Hall School Board of Governors and Foundation.
Directorships with Other Reporting Issuers
The following nominees for election as directors of the Corporation currently serve on the board of directors
of reporting issuers (or the equivalent in a jurisdiction outside of Canada) other than the Corporation as listed
below:
Name
Name of Reporting Issuer
Name of Exchange or Market
Larry Phillips
Gowest Gold Ltd.
TSX-V
Scott Anderson
People Corporation
TSX-V
Cease Trade Orders, Penalties and Sanctions and Bankruptcies

No proposed director of the Corporation is or, within 10 years before the date hereof, has been: (a) a director,
chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was
subject to an order that was issued while the proposed director was acting in the capacity as director,
chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the
proposed director ceased to be a director, chief executive officer or chief financial officer and which
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resulted from an event that occurred while that person was acting in the capacity as director, chief
executive officer or chief financial officer; or (b) 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. For the purposes of this paragraph,
order means 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, in each case that was in effect for a
period of more than 30 consecutive days.
No proposed director of the Corporation has been subject to any: (a) penalties or sanctions imposed by a court
relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into
a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions
imposed by a court or regulatory body that would be likely to be considered important to a reasonable security
holder in deciding whether to vote for a proposed director.
No proposed director of the Corporation has, within the 10 years before the date hereof, 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 director.
APPOINTMENT OF AUDITORS
At the Meeting, it is proposed that MNP LLP, who were first appointed as auditors of the Corporation on
May 25, 2012, be re-appointed as auditors of the Corporation to hold office until the next annual meeting of
shareholders at remuneration to be fixed by the Board.
The Board recommends that shareholders vote FOR the re-appointment of MNP LLP as auditors of
the Corporation and to authorize the Board to fix the remuneration of the auditors. Unless the
shareholder directs that his, her or its shares are to be withheld from voting in connection with the
appointment of auditors, the persons named in the enclosed form of proxy will vote FOR the reappointment of MNP LLP as auditors of the Corporation and to authorize the Board to fix the
remuneration of the auditors.
RE-APPROVAL OF STOCK OPTION PLAN
On September 22, 2014, the Corporation adopted the Option Plan, a complete copy of which is attached as
Schedule A to this Circular. The Corporation has established the Option Plan to provide long term
incentives to eligible directors, officers and consultants of the Corporation.
The purpose of the Option Plan is to attract, retain, motivate and compensate persons who are integral for the
growth and success of the Corporation. The aggregate number of common shares reserved for issuance upon
the exercise of options (Options) pursuant to the Option Plan is such number of common shares as is equal
to 10% of the number of issued and outstanding common shares from time to time. The number of issued and
outstanding common shares has not changed since the completion of the Qualifying Transaction. Any
exercises of Options will make new grants available under the Option Plan, effectively resulting in re-loading
of the number of options available to grant under the Option Plan. The term of any option granted under the
Option Plan shall not exceed 10 years from the date of grant.
Pursuant to TSX-V Policy 4.4 Incentive Stock Options, a listed corporation is required to obtain the
approval of its shareholders for a rolling stock option plan at each annual meeting of shareholders. The
Option Plan is a rolling stock option plan as the aggregate number of common shares of the Corporation
reserved for issuance upon the exercise of the Options pursuant to the Option Plan is such number of common
shares as is equal to 10% of the total number of common shares issued and outstanding from time to time.
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Accordingly, shareholders will be asked to approve the following resolution approving and adopting the
Option Plan. The Option Plan is attached as Schedule A to this Circular and the foregoing discussion of
the Option Plan is qualified in its entirety by reference thereto.
At the Meeting, the shareholders of the Corporation will be asked to approve the following resolution (the
Option Plan Resolution):
BE IT RESOLVED THAT:
(1)
Subject to the receipt of all requisite regulatory approval, the Corporations stock
option plan (the Option Plan), in substantially the form set out in Schedule A to
the Management Information Circular of the Corporation dated December 7, 2015, be
and it is hereby re-approved and confirmed, including the reservation for issuance
under the Option Plan at any time of a maximum of 10% of the then issued and
outstanding shares of the Corporation, in accordance with the policies of the TSX
Venture Exchange;
(2)
the Corporation is hereby authorized to grant options to acquire at any time a

maximum of 10% of the issued and outstanding shares of the Corporation; and
(3)
any director or officer of the Corporation is hereby authorized for and on behalf of the
Corporation to execute and deliver all documents and instruments and to take such
other actions as such director or officer may determine to be necessary or desirable to
implement these resolutions and the matters authorized hereby, such determination to
be conclusively evidenced by the execution and delivery of any such documents or
instruments and the taking of any such actions.
The Board recommends that shareholders vote FOR the approval of the Option Plan Resolution.
Unless the shareholder directs that his, her or its shares are to be voted against the approval of the
Option Plan Resolution, the persons named in the enclosed form of proxy intend to vote FOR the
approval of the Option Plan Resolution. A majority of votes cast by the shareholders at the Meeting is
required for the approval of the Option Plan Resolution.
STATEMENT OF EXECUTIVE COMPENSATION
A Named Executive Officer (NEO) means: (a) the Corporations Chief Executive Officer; (b) the
Corporations Chief Financial Officer; (c) the Corporations three other most highly compensated executive
officers at the end of the financial year ended May 31, 2015 whose total compensation was, individually, more
than $150,000; and (d) each individual who would be an NEO but for the fact that the individual was neither
an executive officer of the Corporation, nor serving in a similar capacity, at the end of the financial year ended
May 31, 2015.
For the financial year ended May 31, 2015, the Corporation had three NEOs, namely: Ron McEachern, Chief
Executive Officer, Corporate Secretary and Director, Scott Anderson, Chief Financial Officer and Director,
and Larry Phillips, the current Chairman and former Chief Executive Officer and Corporate Secretary of the
Corporation. Each of the NEOs are also directors of the Corporation.
Compensation Discussion and Analysis
During the financial year ended May 31, 2015, the Corporation did not pay any kind of remuneration,
including salaries, consulting fees, management fees or directors fees, except the granting of Options, which
is detailed below.
- 11 -
Summary Compensation Table for NEOs

The following table sets forth the compensation earned in the financial years ended May 31, 2015, May 31,
2014 and May 31, 2013 by the NEOs.
Name and Principal

Position
(1)
Ron McEachern, CEO
(2)
Scott Anderson, CFO
(3)
Larry Phillips, CEO
Non-Equity
Option- Based
Incentive Plan
Awards
Compensation
($)
($)
All Other
Compensation
($)
Total
Compensation
($)
Nil
N/A
N/A
Nil
N/A
N/A
960
N/A
N/A
960
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
960
Nil
Nil
960
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
960
Nil
Nil
Year
Salary
($)
2015
2014
2013
Nil
N/A
N/A
960
N/A
N/A
2015
2014
2013
Nil
Nil
Nil
2015
2014
2013
Nil
Nil
Nil
Notes:
(1) Ron McEachern was appointed Chief Executive Officer and Corporate Secretary on December 5, 2014 in
connection with the Qualifying Transaction. The information noted herein relates to Mr. McEacherns services
as an NEO. Mr. McEachern did not receive any additional compensation for his role as a director of the
Corporation.
(2) Scott Anderson resigned as Chief Financial Officer on June 22, 2015 following the successful completion of
the Qualifying Transaction and the hiring of John Ross as the Corporations permanent Chief Financial Officer.
The information noted herein relates to Mr. Andersons services as an NEO. Mr. Anderson did not receive any
additional compensation for his role as a director of the Corporation.
(3) Larry Phillips resigned as Chief Executive Officer and Corporate Secretary on December 5, 2014 in
connection with the Qualifying Transaction. The information noted herein relates to Mr. Phillipss services as an
NEO. Mr. Phillips did not receive any additional compensation for his role as a director of the Corporation.
Incentive Plan Awards

Outstanding Option-Based Awards of NEOs
During the financial year ended May 31, 2015, options were granted to the NEOs of the Corporation as
follows:
Name
Larry Phillips
Ron
McEachern
Scott Anderson
Number of securities
underlying unexercised
options
(#)
190,000
190,000
Option-based awards
Option exercise
Option expiry
price
date
($)
190,000
$0.20
$0.20
18/2/2023
18/2/2023
Value of
unexercised in-themoney options
($) (1)
Nil
Nil
$0.20
18/2/2023
Nil
Notes:
(1) Based on the difference between the exercise price of the options and the closing market price of the
Corporations common shares on the TSX-V on May 29, 2015, being $0.105.
For further details concerning the Option Plan, see Securities Authorized for Issuance Under
Equity Compensation Plans Option Plan and Re-Approval of Stock Option Plan.
- 12 -
NEO Incentive Plan Awards Value Vested or Earned During the Year Ended May 31, 2015
There are no incentive plan awards in which the value vested during the financial year ended May 31, 2015
for the NEOs.
Termination and Change of Control Benefits
There are no arrangements currently in effect that would provide for any payment to an NEO upon
termination of employment or upon a change of control of the Corporation.
Director Compensation
No cash compensation is currently paid to the directors of the Corporation. Directors are reimbursed for
travel and other out-of-pocket expenses incurred on behalf of the Corporation.
Each director of the Corporation is eligible to participate in the Option Plan. Option grants for the directors
are subject to approval by the Board. The Corporation does not require its directors to own a specific
number of common shares of the Corporation; however, each of the directors of the Corporation holds
common shares of the Corporation.
Summary Compensation Table for Directors
The following table sets forth all compensation provided to the non-management directors for the financial
years ended May 31, 2015, May 31, 2014 and May 31, 2013. For information concerning the management
directors of the Corporation, namely, Larry Phillips, Ron McEachern and Scott Anderson, see Summary
Compensation Table for NEOs.
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
Compensation
($)
Year
Salary
($)
OptionBased
Awards
($)
2015
2014
2013
Nil
Nil
Nil
960
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
960
Nil
Nil
Scot Martin(1)
2015
2014
2013
Nil
N/A
N/A
152
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
152
N/A
N/A
Harold Chataway(2)
2015
2014
2013
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Stacey Mowbray(3)
2015
2014
2013
Nil
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
Kevin Stratton(4)
2015
2014
2013
Nil
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
Name
Jeffrey Mores
Notes:
(1) Mr. Martin was elected as a director of the Corporation effective December 5, 2014.
(2) Mr. Chataway resigned as a director of the Corporation effective August 14, 2014.
- 13 -
(3) Ms. Mowbray was elected as a director of the Corporation effective December 5, 2014 and resigned from the
Board effective June 22, 2015.
(4) Mr. Stratton was elected as a director of the Corporation effective December 5, 2014 and resigned from the
Board effective August 10, 2015.
Outstanding Option-Based Awards for Directors

During the financial year ended May 31, 2015, Options were granted to the directors of the Corporation as
follows:
Name
Scot Martin
Jeffery Mores
Stacey Mowbray(2)
Kevin Stratton(3)
Number of securities
underlying
unexercised options
(#)
30,000
190,000
30,000
190,000
Option-based awards
Option exercise
Option expiry
price
date
($)
$0.20
$0.20
$0.20
$0.20
18/2/2023
18/2/2023
18/2/2023
18/2/2023
Value of
unexercised inthe-money options
($) (1)
Nil
Nil
Nil
Nil
Notes:
(1) Based on the difference between the exercise price of the options and the closing market price of the
Corporations common shares on the TSX-V on May 29, 2015, being $0.105.
(2) Ms. Mowbrays Options expired on September 22, 2015 pursuant to the terms of the Option Plan.
(3) Mr. Strattons Options expired on November 10, 2015 pursuant to the terms of the Option Plan.
For further details concerning the Option Plan, see Securities Authorized for Issuance Under
Equity Compensation Plans Option Plan and Re-Approval of Stock Option Plan.
Director Incentive Plan Awards Value Vested During the Year Ended May 31, 2015
There are no incentive plan awards in which the value vested during the financial year ended May 31, 2015 for
any of the non-management directors of the Corporation.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth as of May 31, 2015 the number of securities issuable upon exercise of
outstanding options, the weighted exercise price of such outstanding options and the number of securities
remaining available for future issuance under all equity plans previously approved by the Corporations
shareholders, including the Option Plan, as well as all equity plans not approved by the Corporations
shareholders. The only equity compensation plan of the Corporation is the Option Plan.
Plan Category
Equity compensation plans

previously approved by
security holders
Equity compensation plans not
approved by security holders
Number of Securities
Number of Securities
Weighted Average Remaining Available for
to be Issued Upon
Future Issuance Under
Exercise Price of
Exercise of
Outstanding Options Equity Compensation
Outstanding Options
Plans
1,010,000
N/A
986,603
N/A
N/A
N/A
- 14 -
The aggregate number of common shares reserved for issuance upon the exercise of Options pursuant to the
Option Plan is such number of shares as is equal to 10% of the total number of common shares issued and
outstanding from time to time. As of the date hereof, the maximum number of shares which may be issued
under the Option Plan is 1,996,603 shares, representing 10% of the 19,966,032 shares currently issued and
outstanding.
As at the date of this Circular, the Corporation has issued 965,000 Options and has an additional 1,031,603
Options available for issue through the Option Plan.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
National Policy 58-201 Corporate Governance Guidelines sets out a series of guidelines for
effective corporate governance (the Guidelines). The Guidelines address matters such as the constitution
and independence of corporate boards, the functions to be performed by boards and their committees and the
effectiveness and education of board members. National Instrument 58-101 Disclosure of Corporate
Governance Practices (NI 58-101) requires the disclosure by each listed corporation of its approach
to corporate governance with reference to the Guidelines, as it is recognized that the unique characteristics of
each corporation will result in varying degrees of compliance with the Guidelines. Set out below is a
description of the Corporations approach to corporate governance in relation to the Guidelines.
The Board of Directors
NI 58-101 defines an independent director as a director who has no direct or indirect material relationship
with the Corporation. A material relationship is a relationship which could, in the view of the Board, be
reasonably expected to interfere with such members independent judgment.
The Board is currently comprised of five members, two of whom, being Scot Martin and Larry Phillips, are
considered to be independent. While Mr. Phillips served as the Chief Executive Officer and Corporate
Secretary of the Corporation within the past three years, he served in this capacity only while the Corporation
was a Capital Pool Corporation and resigned from these positions on December 5, 2014 in connection with the
completion of the Qualifying Transaction. During the period that the Corporation was a Capital Pool
Corporation, the Corporation carried on no operations other than the identification and evaluation of assets or
businesses with a view to completing a qualifying transaction under the CPC Policy.
The other three directors are each considered to have a material relationship with the Corporation and,
therefore, are not considered independent under NI 58-101. Scott Anderson served as the Chief Financial
Officer of the Corporation within the prior three year period primarily while the Corporation was a Capital
Pool Corporation. Ron McEachern is the Chief Executive Officer and Corporate Secretary of the Corporation.
Jeffery Mores has assumed the role of General Manager of Blu-Dot, the operating subsidiary of the
Corporation.
Nomination of Directors
Identifying new candidates for Board nomination is the responsibility of the Board. Given the
Corporations status and its limited business operations, a nominating committee is not considered to be
warranted at this time.
The Board as currently constituted brings together a mix of skills, backgrounds and attitudes that the Board
considers appropriate for the stewardship and oversight of the Corporation.
Compensation
Assessment of the compensation of directors and officers of the Corporation is the responsibility of the Board.
Given the current level of activity of the Corporation, a compensation committee is not considered to be
- 15 -
warranted at this time.

Compensation for the directors and the officers of the Corporation is targeted at a level consistent with similar
sized public companies operating in the same sector and at a similar stage of development. Given the current
financial position and operations of the Corporation, no cash compensation is currently paid by the
Corporation to the directors or the officers of the Corporation.
For further details concerning steps taken to determine compensation for directors and officers of the
Corporation see Statement of Executive Compensation in this Circular.
Other Board Committees
The only standing committee of the Board is the Audit Committee, which is described in greater detail
below. From time to time, special committees of the Board may be appointed to consider special issues; in
particular, any issues that may involve related party transactions.
Assessments
The Board has no formal performance review procedure in place, having regard for the current financial
position and operations of the Corporation; however, the Board regularly monitors the effectiveness of the
relationship between management and the Board, the effectiveness of Board operations, the operations of the
committees of the Board as well as of individual directors in order to recommend improvements to each of the
above. The Board encourages an atmosphere of candor and constructive dissent and, as such, no formal
assessment procedures are considered to be warranted as this time.
AUDIT COMMITTEE
National Instrument 52-110 Audit Committees (NI 52-110) requires the Corporation to disclose
annually in its management information circular certain information concerning the constitution of its Audit
Committee and its relationship with its independent auditor, as set forth below.
Audit Committee Charter
The Corporations Audit Committee is governed by an audit committee charter, the text of which is attached as
Schedule B to this Circular.
Composition of the Audit Committee
The Audit Committee is currently comprised of Scott Anderson (Chairman), Scot Martin and Larry Phillips.
Each member of the Audit Committee is considered to be financially literate, which is defined under NI 52110 as the ability to read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by the Corporations financial statements. Scot Martin and Larry
Phillips are considered to be independent of the Corporation under NI 52-110. Scott Anderson is considered
to have a material relationship with the Corporation as a result of his having served as the Chief Financial
Officer of the Corporation within the prior three year period and, therefore, is not considered independent
under NI 52-110.
As a venture issuer for purposes of NI 52-110, the Corporation is relying on an exemption provided in
section 6.1 thereunder from certain requirements regarding the composition of the Audit Committee, including
the requirement that all members qualify as independent.
- 16 -
Relevant Education and Experience

For a description of the education and experience of each Audit Committee member that is relevant to the
performance of his responsibilities as an Audit Committee member, please see Election of Directors
Biographies of Proposed Directors.
Pre-Approval Policies and Procedures
The Audit Committee charter of the Corporation requires the Audit Committee to pre-approve all audit and
non-audit services not prohibited by law to be provided by the external auditors. In the event that the
Corporation wishes to retain the services of the Corporations external auditors for tax compliance, tax advice
or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee,
who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services.
All other non-audit services shall be approved or disapproved by the Committee as a whole.
Audit Committee Oversight
Since June 1, 2014, the commencement of the Corporations fiscal year, to its year ended May 31, 2015, all
recommendations of the Audit Committee to nominate or compensate an external auditor were adopted by the
Board. The Audit Committee has not adopted any specific policies and procedures regarding the engagement
of non-audit services, but does review such matters as they arise.
Reliance on Certain Exemptions
Since June 1, 2014, the commencement of the Corporations fiscal year, to its year ended May 31, 2015, the
Corporation has not relied on an exemption provided under NI 52-110 whereby approval for a de minimis
amount of non-audit services is not required, nor has the Corporation obtained or relied upon any exemption
from a securities regulatory authority or regulator from the requirements of NI 52-110, other than the
exemption in Section 6.1 of that Instrument.
External Auditor Service Fees
Fees
Fees Billed for the Year Ended

May 31, 2015
Fees Billed for the Year Ended

May 31, 2014
Audit Fees(1)
$27,500
$6,000
Audit-related Fees(2)
Nil
Nil
Tax Fees(3)
Nil
Nil
All Other Fees(4)
$20,812
Nil
Total
$48,312
$6,000
Notes:
(1)
(2)
(3)
(4)
Aggregate fees billed for the Corporations annual financial statements and services normally provided by the auditor in
connection with the Corporations statutory and regulatory filings.
Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of the Corporations financial statements and are not reported as Audit Fees, including: assistance with aspects of tax
accounting, attest services not required by state or regulation and consultation regarding financial accounting and reporting
standards.
Aggregate fees billed for tax compliance, advice, planning and assistance with tax for specific transactions.
Aggregate fees billed for assistance with Qualifying Transaction.
- 17 -
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

No individual who is, or at any time during the most recently completed financial year of the Corporation was,
an employee, director or executive officer of the Corporation, and no proposed nominee for election as a
director of the Corporation, or any associate of any such director or executive officer or proposed nominee is,
or at any time since the beginning of the most recently completed financial year of the Corporation has been,
indebted to the Corporation or was indebted to another entity, which such indebtedness is, or was at any time
during the most recently completed financial year of the Corporation, the subject of a guarantee, support
agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
No informed person (as such term is defined under applicable securities laws) of the Corporation or
proposed nominee for election as a director of the Corporation, or any associate or affiliate of any informed
person or proposed nominee, has or had a material interest, direct or indirect, in any transaction since the
beginning of the Corporations most recently completed financial year or in any proposed transaction which
has materially affected or would materially affect the Corporation or its subsidiaries.
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING
Management of the Corporation knows of no matters to come before the Meeting other than as set forth in the
accompanying Notice of Meeting. However, if other matters which are not known to management
should properly come before the Meeting, the accompanying proxy will be voted on such matters in
accordance with the best judgment of the persons voting the proxy.
ADDITIONAL INFORMATION
Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Copies of the
Corporations audited financial statements and accompanying managements discussion and analysis for the
fiscal year ended May 31, 2015 are available on SEDAR, and shareholders may request that copies be sent to
them by written request to the Corporation, c/o Wildeboer Dellelce LLP, 365 Bay Street, Suite 800, Toronto,
Ontario, M5H 2V1.
The Board has approved the contents and the sending of this Circular.
DATED: December 7, 2015.
BY ORDER OF THE BOARD
(signed) "Ron McEachern"
Ron McEachern
Chief Executive Officer and Corporate Secretary
- 18 -
SCHEDULE A
STOCK OPTION PLAN
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.1
As used herein, unless there is something in the subject matter or context inconsistent
therewith, the following terms shall have the meanings set forth below:
(a)
Administrator means, initially, the Chief Executive Officer of the Corporation and
thereafter shall mean such director or other senior officer or employee of the Corporation
as may be designated as Administrator by the Board from time to time.
(b)
Affiliate means a company that is affiliated with another company as described below.
A company is an Affiliate of another company if:
(i)
one of them is the subsidiary of the other, or
(ii)
each of them is controlled by the same Person. A company is controlled by a

Person if:
(A)
voting securities of the company are held, other than by way of security
only, by or for the benefit of that Person, and
(B)
the voting securities, if voted, entitle the Person to elect a majority of the
directors of the company. A Person beneficially owns securities that are
beneficially owned by:
(I)
a company controlled by that Person, or
(II)
an Affiliate of that Person or an Affiliate of any company

controlled by that Person.
(c)
Award Date means the date on which the Board awards a particular Option.
(d)
Board means the board of directors of the Corporation or any committee thereof to
which the board of directors of the Corporation has delegated the power to administer and
grant Options under the Plan.
(e)
Cause means:
(i)
in the case of an Employee or Officer (1) cause as such term is defined in the
written employment agreement with the Employee or Officer or if there is no
written employment agreement or cause is not defined therein, the usual meaning
of just cause under the common law or the laws of the jurisdiction in which the
employee is employed; or (2) the termination of employment as a result of an

order made by any Regulatory Authority having jurisdiction to so order;
(f)
(ii)
in the case of a Consultant (1) the occurrence of any event which, under the
written consulting contract with the Consultant or the common law or the laws of
the jurisdiction in which the Consultant provides services, gives the Corporation
or any of its Affiliates the right to immediately terminate the consulting contract;
or (2) the termination of the consulting contract as a result of an order made by
any Regulatory Authority having jurisdiction to so order; or
(iii)
in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be

qualified pursuant to subsection 118(1) of the Business Corporations Act
(Ontario); (2) a resolution having been passed under section 122 of the Business
Corporations Act (Ontario) or by the resolution or method specified in the
Corporations Articles; or (3) an order made by any Regulatory Authority having
jurisdiction to so order.
Change of Control means and shall be deemed to have occurred if one of the following
events takes place:
(i)
the sale, transfer or other disposition of all or substantially all of the

Corporations assets in complete liquidation or dissolution of the Corporation;
(ii)
the Corporation merges, amalgamates or enters into a plan of arrangement with

another Corporation at arms length to the Corporation and its Affiliates, other
than a merger, amalgamation or plan of arrangement that would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or resulting entity) more than 50% of the
combined voting power of the surviving or resulting entity outstanding
immediately after such amalgamation or plan of arrangement; or
(iii)
any Person or combination of Persons at arms length to the Corporation and its
Affiliates acquires or becomes the beneficial owner of, directly or indirectly,
more than 50% of the voting securities of the Corporation, whether through the
acquisition of previously issued and outstanding voting securities, or of voting
securities that have not been previously issued, or any combination thereof, or
any other transaction having a similar effect.
(g)
Common Share or Common Shares means, as the case may be, one or more common
shares in the capital of the Corporation
(h)
company unless specifically indicated otherwise, means a company, incorporated

association or organization, body corporate, partnership, trust, association or other entity
other than an individual.
(i)
Corporation means Niagara Ventures Corporation, a corporation incorporated under the

Business Corporations Act (Ontario).
(j)
Consultant means, in relation to the Corporation, an individual (other than an

Employee or a Director of the Corporation) or company that:
-2-
(i)
is engaged to provide on an ongoing bona fide basis, consulting, technical,

management or other services to the Corporation or to an Affiliate of the
Corporation, other than services provided in relation to a Distribution (as such
term is defined under applicable Securities Laws);
(ii)
provides the services under a written contract between the Corporation or an

Affiliate of the Corporation and the individual or the company, as the case may
be;
(iii)
in the reasonable opinion of the Corporation, spends or will spend a significant

amount of time and attention on the affairs and business of the Corporation or an
Affiliate of the Corporation; and
(iv)
has a relationship with the Corporation or an Affiliate of the Corporation that

enables the individual to be knowledgeable about the business and affairs of the
Corporation.
(k)
consultant company means for an individual consultant, a company or partnership of

which the individual is an employee, shareholder or partner.
(l)
Directors means the directors of the Corporation, and for purposes of the Plan includes
directors of any Affiliate of the Corporation.
(m)
Eligible Persons means Directors, Officers, Employees and Consultants.
(n)
Employee means an employee of the Corporation or any Affiliate of the Corporation.
(o)
Exchange means the TSX Venture Exchange, or such other stock exchange(s) on
which the Common Shares may be listed;
(p)
Exercise Notice means the notice respecting the exercise of an Option, in the form set
out as Schedule B hereto, duly executed by the Option Holder.
(q)
Exercise Period means the period during which a particular Option may be exercised
and is the period from and including the Award Date through to and including the Expiry
Date.
(r)
Exercise Price means the price at which an Option may be exercised as determined in
accordance with paragraph 3.5.
(s)
Expiry Date means the date determined in accordance with paragraph 3.4 and after
which a particular Option cannot be exercised.
(t)
Expiry Period has the meaning given to that term under paragraph 3.4(b).
(u)
Fixed Expiry Date has the meaning given to that term under paragraph 3.4.
(v)
insider has the meaning given to that term in the Securities Act (Ontario).
(w)
Market Price of the Common Shares for a particular Award Date shall be determined as
follows:
-3-
(i)
for each organized trading facility on which the Common Shares are listed,
Market Price shall be the closing trading price of the Common Shares on the last
trading day immediately preceding the Award Date;
(ii)
if the Common Shares are listed on more than one organized trading facility, then
Market Price shall be the greater of the Market Prices determined for each
organized trading facility on which those Common Shares are listed as
determined for each organized trading facility in accordance with section (i)
above;
(iii)
if the Common Shares are listed on one or more organized trading facility but
have not traded during the 10 trading day period immediately preceding the
Award Date, then the Market Price shall be, subject to the necessary approvals of
the applicable Regulatory Authorities, such value as is determined by resolution
of the Board; and
(iv)
if the Common Shares are not listed on any organized trading facility, then the
Market Price shall be, subject to the necessary approvals of the applicable
Regulatory Authorities, the fair market value of the Common Shares on the
Award Date as determined by the Board in its discretion.
(x)
Management Corporation Employee means an individual employed by a Person

providing management services to the Corporation, which are required for the ongoing
successful operation of the business enterprise of the Corporation, but excluding a Person
engaged in investor relations activities.
(y)
Officer means an officer of the Corporation or Management Corporation Employee,

and for the purposes of the Plan includes officers and Management Corporation
Employees of the Corporation and any Affiliate of the Corporation.
(z)
Option means an option to acquire Common Shares, awarded to an Eligible Person

pursuant to the Plan.
(aa)
Option Certificate means the certificate, in the form set out as Schedule A hereto,
evidencing an Option.
(bb)
Option Holder means a Person who holds an unexercised and unexpired Option or,
where applicable, the Personal Representative of such person.
(cc)
Other Share Compensation Arrangement means, other than this Plan and any Options,
any stock option plan, stock options, employee stock purchase plan or other
compensation or incentive mechanism involving the issuance or potential issuance of
Common Shares, including but not limited to a purchase of Common Shares from
treasury which is financially assisted by the Corporation by way of loan, guarantee or
otherwise.
(dd)
Person means any individual, partnership, limited partnership, joint venture, syndicate,
sole proprietorship or company with or without share capital, unincorporated association,
trust, trustee, executor, administrator or other legal personal representative, regulatory
body or agency, government or governmental agency or entity however designated or
constituted.
-4-
(ee)
Personal Representative means:

(i)
in the case of a deceased Option Holder, the executor or administrator of the

deceased duly appointed by a court or public authority having jurisdiction to do
so; and
(ii)
in the case of an Option Holder who for any reason is unable to manage his or
her affairs, the person entitled by law to act on behalf of such Option Holder.
(ff)
Plan means this stock option plan.
(gg)
Regulatory Authorities means all stock exchanges (including the Exchange), interdealer quotation networks and other organized trading facilities on which the
Corporations Shares are listed and all securities commissions or similar securities
regulatory bodies having jurisdiction over the Corporation.
(hh)
Securities Laws means securities legislation, securities regulations and securities rules,
as amended, and the instruments, forms, notices and policy documents in force from time
to time that are applicable to the Corporation.
(ii)
Share or Shares means, as the case may be, one or more shares of any class in the
share capital of the Corporation from time to time.
(jj)
Termination Date means:
1.2
(i)
in the case of the Option Holders resignation from employment or the

termination of the Option Holders consulting contract by the Option Holder, the
date that the Option Holder provides notice of such resignation or termination to
the Corporation or any of its Affiliates; or
(ii)
in the case of the termination of the Option Holders employment or consulting

contract by the Corporation or any of its Affiliates for any reason (whether such
termination is lawful or unlawful) other than death, the date that the Corporation
or any of its Affiliates delivers written notice of such lawful or unlawful
termination of the Option Holders employment or consulting contract to the
Option Holder; or
(iii)
in the case of the expiry of a fixed-term employment agreement or consulting

contract that is not renewed or extended, the last day of the term.
Choice of Law
The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed in accordance with, the laws of the Province of Ontario and the federal laws of
Canada applicable therein.
1.3
Headings
The headings used herein are for convenience only and are not to affect the interpretation
of the Plan.
-5-
ARTICLE 2
PURPOSE AND PARTICIPATION
2.1
Purpose
The purpose of the Plan is to provide the Corporation with a share-related mechanism to
attract, retain and motivate qualified Directors, Officers, Consultants and Employees, to reward such of
those Directors, Officers, Consultants and Employees as may be awarded Options under the Plan by the
Board from time to time for their contributions toward the long term goals of the Corporation and to
enable and encourage such Directors, Officers, Consultants and Employees to acquire Common Shares as
long term investments.
2.2
Participation
The Board shall, from time to time and in its sole discretion, determine which of the
Eligible Persons, if any, shall be awarded Options. The Board shall only award an Option to a
Consultant, Employee or Management Corporation Employee if the Consultant, Employee or
Management Corporation Employee is a bona fide Consultant, Employee or Management Corporation
Employee of the Corporation or an Affiliate of the Corporation, and the Corporation shall make such a
representation if required by the Regulatory Authorities. The Board may, in its sole discretion, grant the
majority of the Options to insiders of the Corporation. However, in no case shall:
2.3
(a)
the number of Options awarded in a one-year period to any one Consultant exceed 2% of
the issued Shares of the Corporation (calculated at the time of award);
(b)
the number of Options awarded in a one-year period to any one individual exceed 5% of
the outstanding Shares of the Corporation (calculated at the time of award), unless
disinterested shareholder approval has been obtained;
(c)
the aggregate number of Options awarded in a one-year period to Persons employed to

provide investor relations services exceed 2% of the issued Shares of the Corporation
(calculated at the time of award);
(d)
the aggregate number of Options awarded to insiders under the Plan and any previously
established and outstanding stock option plans or grants in a one-year period exceed 10%
of the issued Shares of the Corporation (calculated at the time of award), unless
disinterested shareholder approval has been obtained; or
(e)
the aggregate number of Common Shares reserved for issuance to insiders upon the
exercise of Options awarded under the Plan and any previously established and
outstanding stock option plans or grants, exceed 10% of the issued Shares of the
Corporation (calculated at the time of award), unless disinterested shareholder approval
has been obtained.
Notification of Award
Following the award of an Option by the Board, the Administrator shall notify the Option
Holder in writing of the award and shall enclose with such notice the Option Certificate representing the
Option so awarded.
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2.4
Copy of Plan
Each Option Holder, concurrently with the notice of the award of the Option, shall be
provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by
the Administrator to each Option Holder.
2.5
Limitation
The Plan does not give any Option Holder that is a Director or Officer the right to serve
or continue to serve as a Director or Officer of the Corporation or any of its Affiliates nor does it give any
Option Holder that is an Employee or Consultant the right to be or to continue to be employed with or
have a consulting relationship with the Corporation or any of its Affiliates.
2.6
Options Granted To Companies
Except in relation to consultant Companies, Options may only be granted to an individual

or a company that is wholly-owned by Eligible Persons. If a company is an Option Holder and the
Corporation is listed on the TSX Venture Exchange, it must provide the TSX Venture Exchange with a
completed Form 4F Certification and Undertaking Required from a Corporation Granted an Incentive
Stock Option and the company must agree not to effect or permit any transfer of ownership or option of
shares of the company nor to issue further shares of any class in the company to any other individual or
entity as long as the Option remains outstanding, except with the written consent of the TSX Venture
Exchange.
ARTICLE 3
TERMS AND CONDITIONS OF OPTIONS
3.1
Board to Issue Common Shares
The Common Shares to be issued to Option Holders upon the exercise of Options shall be
authorized and unissued Common Shares the issuance of which shall have been authorized by the Board.
3.2
Number of Common Shares
The aggregate number of Common Shares that may be reserved for issuance pursuant to
Options shall not exceed 10% of the outstanding Common Shares at the time of the granting of an Option,
less the aggregate number of Common Shares then reserved for issuance pursuant to any Other Share
Compensation Arrangement. If any Option expires or otherwise terminates for any reason without having
been exercised in full, the number of Common Shares in respect of which the option was not exercised
shall be available for the purposes of the Plan. Any exercises of Options will make new grants available
under the Plan, effectively resulting in a re-loading of the number of Options available for grant under the
Plan.
3.3
Term of Option
Subject to such other terms or conditions that may be attached to an Option granted
hereunder, an Option Holder may exercise any vested portion or portions of an Option in whole or in part
at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised
within the Exercise Period shall terminate and become null, void and of no effect as of 5:00 p.m. local
time in Toronto, Ontario on the Expiry Date.
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3.4
Termination
Subject to subparagraphs (a) to (e) below, the Expiry Date of an Option shall be the date
fixed by the Board at the time the particular Option is awarded (the Fixed Expiry Date), provided that
the Expiry Date shall be no later than the date that is 10 years following the Award Date of such Option:
(a)
Death
If the Option Holder dies while his or her Option is outstanding, then unless otherwise
provided for in the Option Certificate, the following shall apply. The Expiry Date for any
vested portion or portions of the Option shall be the earlier of the Fixed Expiry Date and
the date that is 12 months after the date of the Option Holders death. The Expiry Date
for any unvested portion of the Option shall be the date of the Option Holders death.
The right to purchase Common Shares under an Option shall not vest after the date of the
Option Holders death.
(b)
Ceasing to be a Director or Officer

If the Option Holder holds an Option as a Director or Officer and the Option Holder
ceases to be a Director or Officer (other than by reason of death), then the following shall
apply. The Expiry Date for any vested portion or portions of the Option shall be the
earlier of the Fixed Expiry Date and the date that is 90 days (or such longer reasonable
period as may be determined by the Board in accordance with the applicable rules or
policies of all applicable Regulatory Authorities) after the Option Holder ceases to be a
Director and Officer (the Expiry Period); provided, however (and notwithstanding the
foregoing), if the Option Holder ceases to be a Director or Officer for Cause, the Expiry
Date shall be the date that the Option Holder ceases to be a Director or Officer. The
Expiry Date for any unvested portion of the Option shall be the date that the Option
Holder ceases to be a Director or Officer. The right to purchase Common Shares under
an Option shall not vest after the date that the Option Holder ceases to be a Director or
Officer.
(c)
Ceasing to be an Employee or Consultant

If the Option Holder holds an Option as an Employee or Consultant and the Option
Holder ceases to be an Employee or Consultant (other than by reason of death), then the
following shall apply. The Expiry Date for any vested portion or portions of the Option
shall be the earlier of the Fixed Expiry Date and the date that is 90 days (or such longer
reasonable period as may be determined by the Board in accordance with the applicable
rules or policies of all applicable Regulatory Authorities) after the Option Holders ceases
to be an Employee or Consultant; provided, however (and notwithstanding the
foregoing), if the Option Holder ceases to be an Employee or Consultant for Cause, the
Expiry Date shall be the Termination Date. The Expiry Date for any unvested portion of
the Option shall be the Termination Date. The right to purchase Common Shares under
an Option shall not vest after the Termination Date. For greater certainty, if the
Corporation gives an Employee or Consultant working notice of termination of
employment or the consulting contract or payment in lieu of notice or if the Corporation
wrongfully or constructively dismisses the Employee or Consultant, no vesting shall
occur during the working notice period or deemed notice period that the Employee or
Consultant receives or should have received. The Expiry Period shall commence on the
first day of such working notice period or deemed notice period.
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(d)
Change of Control
In the event of a Change of Control or impending Change of Control, the Board may,
subject to any necessary prior written approval of the Regulatory Authorities, in its sole
discretion, deal with outstanding Options in the manner it deems fair and reasonable in
light of the circumstances. Without limiting the generality of the foregoing, the Board
may, without any action or consent required on the part of any Option Holder:
(e)
(i)
deliver a notice to the Option Holder advising the Option Holder that the
unvested portion of the Option held by the Option Holder, if any, shall
immediately vest;
(ii)
deliver a notice to an Option Holder advising the Option Holder that the Expiry
Date for any vested portion or portions of the Option shall be the earlier of the
Fixed Expiry Date and the day that is 10 days following the date of the notice and
the Expiry Date for any unvested portion of the Option shall be the date of the
notice; or
(iii)
take such other actions, and combinations of the foregoing actions, as it deems
fair and reasonable under the circumstances.
Black-out Period
If an Option expires during a Black-Out Period, then, notwithstanding any other
provision of the Plan, the Option shall expire 10 business days after the Black-Out Period
is lifted by the Corporation. For the purposes hereof, a Black-Out Period means that
period during which a trading black-out period is imposed by the Corporation to restrict
trades in the Corporations securities by an Option Holder.
The foregoing subparagraphs (b) and (c) shall only apply once an Option Holder ceases
to fall into any of the categories of Eligible Persons. The Board and the Administrator shall look to which
of the definitions of Employee, Director, Officer or Consultant the Option Holder met immediately prior
to the Option Holder ceasing to be an Eligible Person to determine which of subparagraphs (b) or (c) shall
apply. If the Option Holder met more than one definition, then the following shall apply. If the Option
Holder was an Employee or Consultant, then the Option Holder shall be deemed to hold his or her Option
as an Employee or Consultant regardless of whether the Option Holder was also a Director or Officer.
3.5
Exercise Price
The price at which an Option Holder may purchase a Common Share upon the exercise
of an Option shall be as set forth in the Option Certificate issued in respect of such Option and in any
event shall not be less than the Market Price of the Common Shares as of the Award Date.
Notwithstanding anything else contained herein, in no case shall the Exercise Price be less than the
minimum prescribed by each of the organized trading facilities as would apply to the Award Date in
question.
3.6
Additional Terms
Subject to all applicable Securities Laws and the rules and policies of all applicable
Regulatory Authorities, the Board may attach other terms and conditions to the award of a particular
Option, such terms and conditions to be referred to in a schedule attached to the Option Certificate. These
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terms and conditions may include, but are not necessarily limited to, providing that an Option or a portion
or portions of an Option expire on a certain date, after certain periods of time or upon the occurrence of
certain events other than as provided for herein, provided that no Option shall expire more than ten years
after the Award Date.
3.7
Assignment of Options
Options may not be assigned or transferred, provided however that the Personal
Representative of an Option Holder may, to the extent permitted by paragraph 4.1, exercise the Option
within the Exercise Period.
3.8
Adjustments
If:
(a)
the Common Shares are changed into or exchanged for a different number or kind of
Shares of the Corporation or securities of another company, whether through an
arrangement, amalgamation or other similar procedure or otherwise, or a share
recapitalization, subdivision or consolidation;
(b)
a dividend is declared upon the Common Shares, payable in Common Shares (other than
in lieu of dividends paid in the ordinary course);
(c)
the Corporation distributes by way of a dividend, or otherwise, to all or substantially all

holders of Common Shares, property, evidences of indebtedness or Shares or other
securities of the Corporation (other than Common Shares) or rights, options or warrants
to acquire Common Shares or securities convertible into or exchangeable for Common
Shares or other securities or property of the Corporation, other than as a dividend in the
ordinary course; or
(d)
there is any other change that the Board, in its sole discretion, determines equitably
requires an adjustment to be made, then, subject to any required action by the
shareholders of the Corporation and any necessary approval of the Regulatory
Authorities, any term that the Board determines requires adjustment (including the
number of Common Shares subject to each outstanding Option and the number of
Common Shares that have been authorized for issuance under the Plan but as to which no
Options have yet been granted or that have again become available for the purposes of
the Plan, the Exercise Price of each outstanding Option, as well as any other terms that
the Board determines require adjustment) shall be adjusted by the Board in the manner
the Board deems appropriate and its determination shall be final, binding and conclusive.
Except as the Board determines, no issuance by the Corporation of Shares of any class, or
securities convertible into Shares of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Common Shares
subject to an Option. No fractional shares shall be issued upon the exercise of an Option
and accordingly, if as a result of the adjustment, an Option Holder would become entitled
to a fractional Common Share, such Option Holder shall have the right to purchase only
the next lowest whole number of Common Shares and no payment or other adjustment
shall be made with respect to the fractional interest so disregarded.
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3.9
Vesting
The Board, subject to the rules or policies of the Exchange, may determine and impose
terms upon which an Option shall become vested and exercisable. Unless otherwise specified by the
Board at the time of the Option award, and subject to such other limits as may be imposed by Exchange
rules or policies from time to time, all Options granted under the Plan shall vest and become exercisable
in full upon grant.
Notwithstanding the foregoing, Options awarded to Consultants performing investor
relations activities must vest in stages over 12 months with no more than one-quarter vesting in any three
month period.
3.10
Personal Information Form and Monitoring of Trading
An Option Holder who becomes a new insider of the Corporation or who is undertaking
investor relations activities must file a Personal Information Form or such other documents as may be
required by the Regulatory Authorities. An Option Holder who performs investor relations activities
must comply with all procedures established by the Board or the Regulatory Authorities to monitor the
Option Holders trading in the securities of the Corporation.
ARTICLE 4
EXERCISE OF OPTION
4.1
Exercise of Option
An Option may be exercised only by the Option Holder or the Personal Representative of
the Option Holder. An Option Holder or the Personal Representative of the Option Holder may exercise
the vested portion or portions of an Option in whole or in part at any time or from time to time during the
Exercise Period up to 5:00 p.m. local time in Toronto, Ontario on the Expiry Date by delivering to the
Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft
payable to the Corporation in an amount equal to the aggregate Exercise Price of the Common Shares to
be purchased pursuant to the exercise of the Option.
4.2
Issue of Share Certificates
As soon as practicable following the receipt of the Exercise Notice, the Administrator
shall cause to be delivered to the Option Holder a certificate for the Common Shares purchased by the
Option Holder. If the number of Common Shares in respect of which the Option was exercised is less
than the number of Common Shares subject to the Option Certificate surrendered, the Administrator shall
forward a new Option Certificate to the Option Holder concurrently with delivery of the share certificate
for the balance of the Common Shares available under the Option.
4.3
Condition of Issue
The Options and the issue of Common Shares by the Corporation pursuant to the exercise
of Options are subject to the terms and conditions of the Plan and compliance with the rules and policies
of all applicable Regulatory Authorities with respect to the granting of such Options and the issuance and
distribution of such Common Shares, and to all applicable Securities Laws. The Option Holder agrees to
comply with all such laws, regulations, rules and policies and agrees to furnish to the Corporation any
information, reports or undertakings required to comply with, and to fully cooperate with, the Corporation
in complying with such laws, regulations, rules and policies.
- 11 -
4.4
Taxes
The Board and the Corporation may take all such measures as they deem appropriate to
ensure that the Corporations obligations under the withholding provisions under income tax laws
applicable to the Corporation and other provisions of applicable laws are satisfied with respect to the
issuance of Common Shares pursuant to the Plan or the grant or exercise of Options under the Plan.
Issuance of Common Shares or delivery of share certificates for Common Shares purchased pursuant to
the Plan may be delayed, at the discretion of the Board, until the Board is satisfied that the applicable
requirements of income tax laws and other applicable laws have been met.
ARTICLE 5
ADMINISTRATION
5.1
Administration
The Plan shall be administered by the Board. The Board may make, amend and repeal at
any time and from time to time such regulations not inconsistent with the Plan as it may deem necessary
or advisable for the proper administration and operation of the Plan and such regulations shall form part
of the Plan. The Board may delegate to the Administrator or any director, officer or employee of the
Corporation such administrative duties and powers as it may see fit.
5.2
Interpretation
The interpretation by the Board of any of the provisions of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not be subject to any dispute
by any Option Holder. No member of the Board or any person acting pursuant to authority delegated by
it hereunder shall be liable for any action or determination in connection with the Plan made or taken in
good faith and each member of the Board and each such person shall be entitled to indemnification with
respect to any such action or determination in the manner provided for by the Corporation.
ARTICLE 6
AMENDMENT, TERMINATION AND NOTICE
6.1
Amendments
The Board may, subject to the approval of any regulatory authority whose approval is
required and the approval of shareholders where required by such regulatory authority, amend the Plan or
any Option at any time. Without limiting the generality of the foregoing, the Board is specifically
authorized to amend the terms of the Plan or any Option without obtaining the approval of shareholders in
the following circumstances, subject to any limitations that may be prescribed by the rules or policies of
the Exchange from time to time:
(a)
amendments of a housekeeping nature including, but not limited to, of a clerical,

grammatical or typographical nature;
(b)
to correct any defect, supply any information or reconcile any inconsistency in the Plan in
such manner and to such extent as shall be deemed necessary or advisable to carry out the
purposes of the Plan;
(c)
a change to the vesting provisions of any Option or the Plan;
- 12 -
(d)
amendments to reflect any changes in requirements of any Regulatory Authority to which

the Corporation is subject;
(e)
a change to the termination provisions of an Option which does not result in an extension
beyond the original term of the Option;
(f)
in the case of any Option, the substitutions and/or adjustments contemplated under
section 3.8 of this Plan; and
(g)
a change to the class of Eligible Persons that may participate under the Plan,
provided that, in the case of any Option, no such amendment may, without the consent of the Option
Holder, materially decrease the rights or benefits accruing to such Option Holder or materially increase
the obligations of such Option Holder.
Notwithstanding the foregoing, shareholder approval shall be required in respect of:
(a)
any amendments to the number of Common Shares (or other securities) issuable under
the Plan;
(b)
any amendment which reduces the exercise price of an option that is held by an Insider;
(c)
any amendment extending the term of an option held by an Insider beyond its original
expiry date except as otherwise permitted by the Plan; and
(d)
amendments required to be approved by shareholders under applicable law (including,

without limitation, the rules, regulations and policies of the Exchange).
Where shareholder approval is sought for amendments under subsections (b) or (c)
above, the votes attached to Common Shares held directly or indirectly by Insiders benefiting from the
amendment will be excluded.
6.2
Amendment Subject to Approval
If the amendment of an Option requires regulatory or shareholder approval, such

amendment may be made prior to such approvals being given, but no such amended Options may be
exercised unless and until such approvals are given.
6.3
Approvals
The Plan and any amendments hereto are subject to all necessary approvals of the
applicable Regulatory Authorities and shareholders.
6.4
Termination
The Board may terminate the Plan at any time provided that such termination shall not
alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any
Option awarded prior to the date of such termination which shall continue to be governed by the
provisions of the Plan.
- 13 -
6.5
Agreement
The Corporation and every Option awarded hereunder shall be bound by and subject to
the terms and conditions of the Plan. By accepting an Option granted hereunder, the Option Holder has
expressly agreed with the Corporation to be bound by the terms and conditions of the Plan.
6.6
Notice
Any notice or other communication contemplated under the Plan to be given by the
Corporation to an Option Holder shall be given by the Corporation delivering or faxing the notice to the
Option Holder at the last address for the Option Holder in the Corporations records. Any such notice
shall be deemed to have been given on the date on which it was delivered, or in the case of fax, the next
business day after transmission. An Option Holder may, at any time, advise the Corporation of a change
in the Option Holders address or fax number.
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SCHEDULE A
STOCK OPTION PLAN
OPTION CERTIFICATE
This Certificate is issued pursuant to the provisions of the Niagara Ventures Corporation (the
Corporation) Stock Option Plan (the Plan) and evidences that is the holder (the Option Holder)
of an option (the Option) to purchase up to Common shares (the Common Shares) in the capital
stock of the Corporation at a purchase price of Cdn. $ per Common Share.
Subject to the provisions of the Plan:
(a)
the Award Date of the Option is ;
(b)
the Fixed Expiry Date of the Option is ; and
(c)
the Expiry Period is .
The vested portion or portions of the Option may be exercised at any time and from time to time from and
including the Award Date through to 5:00 p.m. local time in Toronto, Ontario on the Expiry Date by
delivering to the Administrator of the Plan an Exercise Notice, in the form attached, together with this
Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the
aggregate of the Exercise Price of the Common Shares in respect of which the Option is being exercised.
This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is
subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the
Option Holder hereby expressly agrees with the Corporation to be bound by. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions
of the Plan and the records of the Corporation shall prevail.
The Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto.
All terms not otherwise defined in this Certificate shall have the meanings given to them under the Plan.
Dated this day of .
Per:
Administrator, Stock Option Plan
OPTION CERTIFICATE SCHEDULE

The additional terms and conditions attached to the Option represented by this Option Certificate are as
follows:

Per:
Administrator, Stock Option Plan
SCHEDULE B
STOCK OPTION PLAN
EXERCISE NOTICE
TO:
The Administrator, Stock Option Plan

Niagara Ventures Corporation (the Corporation)
The undersigned hereby irrevocably gives notice, pursuant to the Corporations Stock Option Plan (the Plan), of
the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):
(a)
all of the Common Shares; or
(b)
___________________ of the Common Shares;
which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to the Corporation in an
amount equal to the aggregate Exercise Price of the aforesaid Common Shares exercised and directs the Corporation
to issue the certificate evidencing said Common Shares in the name of the undersigned to be mailed to the
undersigned at the following address:
___________________________________
___________________________________
___________________________________
___________________________________
By executing this Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and
agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have
the meanings given to them under the Plan or the attached Option Certificate.
DATED the ________ day of ____________________, __________.
Signature of Option Holder
SCHEDULE B
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I.
PURPOSE
The Audit Committee (the Committee) is appointed by the board of directors (the Board) of Niagara Ventures
Corporation (the Corporation) to assist the Board in fulfilling its oversight responsibilities relating to financial
accounting and reporting process and internal controls for the Corporation. The Committees primary duties and
responsibilities are to:
conduct such reviews and discussions with management and the external auditors relating to the audit and
financial reporting as are deemed appropriate by the Committee;
assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure
implementation of such controls and procedures;
ensure that there is an appropriate standard of corporate conduct;
review the quarterly and annual financial statements and management's discussion and analysis of the
Corporation's financial position and operating results and report thereon to the Board for approval of same;
review quarterly the Corporations compliance with the financial requirements contained in TSX-V Policy 2.4;
select and monitor the independence and performance of the Corporation's external auditors, including
attending at private meetings with the external auditors and reviewing and approving all renewals or
dismissals of the external auditors and their remuneration; and
provide oversight to related party transactions entered into by the Corporation.
The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the
external auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the
Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to
the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal,
accounting, or other consultants or experts to assist in the performance of the Committees duties.
The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board
for approval.
In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.
II.
AUTHORITY OF THE AUDIT COMMITTEE
The Committee shall have the authority to:

(a)
engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b)
set and pay the compensation for advisors employed by the Committee; and
(c)
communicate directly with the internal and external auditors.
III.
COMPOSITION AND MEETINGS
1.
The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including,
without limitation, those of the Ontario Securities Commission (OSC), the TSX Venture Exchange, the Canada
Business Corporations Act and all applicable securities regulatory authorities.
2.
The Committee shall be composed of three or more directors as shall be designated by the Board from time to time.
The members of the Committee shall appoint from among themselves a member who shall serve as Chair.
3.
A majority of the members of the Committee shall not be officers or employees of the Corporation or any of its
affiliates.
4.
The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as
circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at
least 50% of the members of the Committee present either in person or by telephone shall constitute a quorum.
5.
If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall
stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at
the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for
such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following
the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is
not present, the quorum for the adjourned meeting shall consist of the members then present.
6.
If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and
responsibilities so long as a quorum remains in office.
7.
The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be
determined from time to time by the Committee. A meeting of the Committee may be called by letter, telephone,
facsimile, email or other communication equipment, by giving at least 48 hours notice, provided that no notice of
a meeting shall be necessary if all of the members are present either in person or by means of conference telephone
or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
8.
Any member of the Committee may participate in the meeting of the Committee by means of conference telephone
or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be
deemed, for purposes hereof, to be present in person at the meeting.
9.
The meetings of the Committee, including (without limitation) the quarterly reviews by the Committee of
compliance by the Corporation with Section 8.4 Restrictions on Use of Proceeds of TSX-V Policy 2.4, shall be
formal and well documented. The Committee shall keep minutes of its meetings which shall be submitted to the
Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary
at any meeting.
10.
The Committee may invite such officers, directors and employees of the Corporation and any subsidiaries as the
Committee may see fit, from time to time, to attend at meetings of the Committee.
11.
Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the
Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in
writing signed by all of the members of the Committee, and such actions shall be effective as though they had been
decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or
recommendations of the Committee shall require the approval of the Board prior to implementation.
12.
The Committee members will be elected annually at the first meeting of the Board following the annual
meeting of shareholders.
IV.
APPROVAL OF RELATED-PARTY PAYMENTS
1.
The Committee shall be responsible for reviewing and approving all related party arrangements (including, without
limitation, in respect of any professional services provided by any director or officer of the Corporation or any
company or firm of which such director or officer is a director, officer, partner or employee), provided that any
member of the Committee who has a conflict of interest arising from a related party arrangement will abstain from
approving such related party arrangement.
2.
Any member of the Committee who find himself or herself conflicted on a particular transaction subject to approval
by the Committee shall declare his or her conflict of interest to the other members of the Committee and the Board
prior to the entering of such transaction, or if the member was not interested in the proposed transaction at the time it
was first considered or if the interest has changed, at the first meeting following the acquisition or change of the
interest by the member.
V.
RESPONSIBILITIES
A.
Financial Accounting and Reporting Process and Internal Controls
1.
The Committee shall review the annual audited financial statements to satisfy itself that they are presented in
accordance with applicable International Financial Reporting Standards (IFRS) and report thereon to the Board
and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate
regulatory authorities. The Committee shall also review the interim financial statements. With respect to the annual
audited financial statements, the Committee shall discuss significant issues regarding financial standards, practices,
and judgments of management with management and the external auditors as and when the Committee deems it
appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited
financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been
effectively carried out.
2.
The Committee shall review any internal control reports prepared by management and the evaluation of such report
by the external auditors, together with managements response.
3.
The Committee shall be satisfied that adequate procedures are in place for the review of the Corporations public
disclosure of financial information extracted or derived from the Corporations financial statements, managements
discussion and analysis and interim earnings press releases, and periodically assess the adequacy of these
procedures.
4.
The Committee shall review managements discussion and analysis relating to annual and interim financial
statements and any other public disclosure documents, including interim earnings press releases, that are required to
be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.
5.
The Committee shall ensure that written contracts are in place for related party arrangements.
6.
The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer
or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to
review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or,
in the absence of a Chief Financial Officer, the officer of the Corporation in charge of financial matters, deem
appropriate.
7.
The Committee shall inquire of management and the external auditors about significant risks or exposures, both
internal and external, to which the Corporation may be subject, and assess the steps management has taken to
minimize such risks.
8.
The Committee shall review the post-audit or management letter containing the recommendations of the external
auditors and managements response and subsequent follow-up to any identified weaknesses.
9.
The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary,
adopting a corporate code of ethics for senior financial personnel.
10.
The Committee shall establish procedures for:

(a)
the receipt, retention and treatment of complaints received by the Corporation regarding accounting,
internal accounting controls or auditing matters; and
(b)
the confidential, anonymous submission by employees of the Corporation of concerns regarding

questionable accounting or auditing matters.
11.
The Committee shall provide oversight to related party transactions entered into by the Corporation.
B.
Independent Auditors
1.
The Committee shall recommend to the Board the external auditors to be nominated, shall set the compensation for
the external auditors, provide oversight of the external auditors and shall ensure that the external auditors report
directly to the Committee.
2.
The Committee shall be directly responsible for overseeing the work of the external auditors, including the
resolution of disagreements between management and the external auditors regarding financial reporting.
3.
The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the
external auditors in accordance with the terms of this charter.
4.
The Committee shall monitor and assess the relationship between management and the external auditors and
monitor, support and assure the independence and objectivity of the external auditors.
5.
The Committee shall review the external auditors audit plan, including the scope, procedures and timing of the
audit.
6.
The Committee shall review the results of the annual audit with the external auditors, including matters related to the
conduct of the audit.
7.
The Committee shall obtain timely reports from the external auditors describing critical accounting policies and
practices, alternative treatments of information within IFRS that were discussed with management, their
ramifications, and the external auditors' preferred treatment and material written communications between the
Corporation and the external auditors.
8.
The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect
of audit and non-audit services on an annual basis.
9.
The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former
partners and employees of the present and former auditors of the Corporation.
10.
The Committee shall monitor and assess the relationship between management and the external auditors and monitor
and support the independence and objectivity of the external auditors.
C.
Other Responsibilities
The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the
Board deems necessary or appropriate.
Procedures for Approval of Non-Audit Services
1.
The Corporations external auditors shall be prohibited from performing for the Corporation any non-audit
services which would impact the independence of the external auditors.
2.
If the Corporation wishes to retain the services of the Corporations external auditors for tax compliance, tax advice
or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee, who
shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services. All other
non-audit services shall be approved or disapproved by the Committee as a whole.
3.
The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair
of the Committee or the Committee for each fiscal year and if there are any such services, provide a report to the
Committee no less frequently than on a quarterly basis.

NVC 2015 Management Circular

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NIAGARA VENTURES CORPORATION

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

NIAGARA VENTURES CORPORATION

NIAGARA VENTURES CORPORATION

EXERCISE OF DISCRETION BY PROXYHOLDERS

Each of these matters is described in greater detail elsewhere in this Circular.

by any other manner permitted by law.

Number of Common Shares

% of Outstanding Common Shares

PRESENTATION OF FINANCIAL STATEMENTS

Name and Province of

President of Corplex Management

May 25, 2012

May 25, 2012

General Manager of Blu-Dot since June

May 25, 2012

Chairman and Co-CEO of youRhere Inc.

Name of Reporting Issuer

Name of Exchange or Market

Gowest Gold Ltd.

Cease Trade Orders, Penalties and Sanctions and Bankruptcies

the Corporation is hereby authorized to grant options to acquire at any time a

Summary Compensation Table for NEOs

Name and Principal

Ron McEachern, CEO

Scott Anderson, CFO

Larry Phillips, CEO

Incentive Plan Awards

Outstanding Option-Based Awards for Directors

Equity compensation plans

warranted at this time.

Relevant Education and Experience

Fees Billed for the Year Ended

Fees Billed for the Year Ended

All Other Fees(4)

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

one of them is the subsidiary of the other, or

each of them is controlled by the same Person. A company is controlled by a

a company controlled by that Person, or

an Affiliate of that Person or an Affiliate of any company

employee is employed; or (2) the termination of employment as a result of an

in the case of a Director, ceasing to be a Director as a result of (1) ceasing to be

the sale, transfer or other disposition of all or substantially all of the

the Corporation merges, amalgamates or enters into a plan of arrangement with

company unless specifically indicated otherwise, means a company, incorporated

Corporation means Niagara Ventures Corporation, a corporation incorporated under the

Consultant means, in relation to the Corporation, an individual (other than an

is engaged to provide on an ongoing bona fide basis, consulting, technical,

provides the services under a written contract between the Corporation or an

in the reasonable opinion of the Corporation, spends or will spend a significant

has a relationship with the Corporation or an Affiliate of the Corporation that

consultant company means for an individual consultant, a company or partnership of

Eligible Persons means Directors, Officers, Employees and Consultants.

Employee means an employee of the Corporation or any Affiliate of the Corporation.

Management Corporation Employee means an individual employed by a Person

Officer means an officer of the Corporation or Management Corporation Employee,

Option means an option to acquire Common Shares, awarded to an Eligible Person

Personal Representative means:

in the case of a deceased Option Holder, the executor or administrator of the

Plan means this stock option plan.

Termination Date means:

in the case of the Option Holders resignation from employment or the

in the case of the termination of the Option Holders employment or consulting

DATED the day of __, .