Waverley Pharma : Information circular

WAVERLEY PHARMA INC.

MANAGEMENT PROXY CIRCULAR

and

NOTICE OF ANNUAL AND SPECIAL MEETING

May 2, 2024

WAVERLEY PHARMA INC.

4-1250 Waverley Street

Winnipeg, Manitoba R3T 6C6

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the "Meeting") of the shareholders of Waverley Pharma Inc. (the "Corporation") will be held in Winnipeg, Manitoba, at 4-1250 Waverley Street, on Thursday, June 20, 2024 at 11:00 a.m. (Central Daylight time) for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the period ended December 31, 2023 together with the auditors' report thereon;
2. to elect four (4) directors for the ensuing year, namely Dr. Albert D. Friesen, P. Marcus Enns, Larry Thiessen and James Kinley;
3. to appoint auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
4. to re-approve the Corporation's 10% rolling Stock Option Plan; and
5. to transact such further or other business as may properly come before the Meeting or any adjournment thereof.

Shareholders unable to attend the Meeting in person are requested to read the enclosed Management Proxy Circular and Proxy, and then complete and deposit the Proxy together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy thereof with the Corporation's transfer agent, Computershare Trust Company of Canada, of 100 University Avenue, Toronto, Ontario, M5J 2Y1 at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting. Unregistered shareholders who received the Proxy through an intermediary must deliver the Proxy in accordance with the instructions given by such intermediary.

NOTES:

1. Holders of common shares of the Corporation are requested to sign and return, in the envelope provided for that purpose, the accompanying Proxy for use at the Meeting.
2. Only holders of common shares of the Corporation of record at the close of business on May 2, 2024 will be entitled to vote at the Meeting.

DATED at Winnipeg, Manitoba, this 2nd day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Albert D. Friesen"

Dr. Albert D. Friesen

Chairman

WAVERLEY PHARMA INC.

_________________________________________

MANAGEMENT PROXY CIRCULAR

MANAGEMENT SOLICITATION

This management proxy circular ("Circular") is furnished to the shareholders of Waverley Pharma Inc. (the "Corporation") in connection with the solicitation of proxies by management of the Corporation ("Management") for use at the annual and special meeting (the "Meeting") of the shareholders of the Corporation to be held at the Corporation's offices located at 4-1250 Waverley Street, Winnipeg, Manitoba on Wednesday, June 20, 2024 at 11:00 a.m. (Central Daylight Time) for the purposes set out in the notice of the Meeting (the "Notice of Meeting").

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, telegraph or personal interview by employees of the Corporation, at a nominal cost. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares of the Corporation held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs of soliciting proxies will be borne by the Corporation.

Except as otherwise stated, the information contained herein is given as of May 2, 2024.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed instrument of proxy, Dr. Albert D. Friesen, Chairman and a director of the Corporation, and P. Marcus Enns, a director of the Corporation (the "Management Designees"), have been selected by the directors of the Corporation and have indicated their willingness to represent as proxies the shareholders who appoint them.

A shareholder has the right to designate a person or company (who need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the enclosed instrument of proxy the name of the person or company to be designated and striking out the names of the Management Designees, or by completing another proper instrument of proxy and delivering the instrument of proxy. In any case, an instrument of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached where an attorney has executed the instrument of proxy.

An instrument of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to Computershare Trust Company of Canada, 100 University Avenue, Toronto, Ontario, M5J 2Y1 at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof.

A proxy given by a shareholder for use at the Meeting may be revoked at any time prior to its use. In accordance with section 148(4) of the Canada Business Corporations Act (the "CBCA"), in addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deposits the proxy is revoked. The registered office of the Corporation is located at 4-1250 Waverley Street, Winnipeg, Manitoba R3T 6C6.

VOTING OF PROXIES

The common shares represented by proxy will be voted or withheld from voting on any ballot that may be called for in accordance with your instructions in the instrument of proxy and where a choice with respect to any matter to be acted upon has been specified in the proxy, the common shares will be voted in accordance with the specification so made. If a choice is not specified, it is intended that the persons designated by Management in the accompanying proxy will vote the common shares represented by the proxy in favour of each matter identified in the proxy.

The proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to any matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, Management knows of no such amendments, variations or other matters to come before the Meeting.

NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders due to the fact that the common shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the common shares. More particularly, a person (the "Non-Registered Holder") is not a registered shareholder in respect of common shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the common shares (Intermediaries include, among others: banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs and similar plans); or

1. 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 National Instrument 54-101, the Corporation has distributed copies of the Notice of Meeting, this Circular and the proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

1. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which indicates the number of common shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. In such instance, the Non- Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare Trust Company of Canada as provided above; or
2. more typically, be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow. The proxy authorization form typically consists of a one page pre-printed form. However, on occasion, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for that form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions, affix it to the form of proxy, properly complete and return the signed form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to effectively direct the

voting of the common shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting, the Non-Registered Holder should strike out the names of the Management Proxyholders named in the form and insert the Non-Registered Holder's name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at May 2, 2024, the Corporation had 54,000,000 common shares issued and outstanding, each carrying the right to one vote per share. Each person who is a holder of record of common shares of the Corporation at the close of business on May 2, 2024 (the "Record Date") will be entitled to notice of and to attend the Meeting and to vote at the Meeting the number of common shares held by such holder on the Record Date.

Except as disclosed below, as at May 2, 2024, no person or company, to the knowledge of the directors or the executive officers of the Corporation, beneficially owns, or controls or directs, directly or indirectly, more than 10% of the voting rights attached to any class of voting securities of the Corporation.

Name	Number of Common Shares	Percentage of
	Beneficially Owned, Controlled or	Outstanding Common
	Directed	Shares
Albert D. Friesen	40,292,000	74.6%

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (i) any person who was a director or executive officer of the Corporation at any time since the beginning of its last completed financial year; (ii) any proposed nominee for election as a director of the Corporation; or (iii) any associate or affiliate of every person referred to in (i) and (ii), in any matter to be acted upon at the Meeting, other than the election of directors.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

The Board of Directors of the Corporation (the "Board") has approved the financial statements for the year ended December 31, 2023, and the auditors' report thereon.

1. Election of Directors

The present term of office of each director will expire immediately prior to the election of directors at the Meeting. It is proposed that each of the four nominees whose name appears hereunder be elected as a director of the Corporation to serve until the close of the next annual meeting of shareholders or until his successor is elected or appointed. In the event that any vacancies occur in the slate of such nominees, it is intended that discretionary authority shall be exercised to vote the shares represented by proxies for the election of such other person or persons as directors as may be nominated in accordance with the best judgement of Management.

Information in the table below as to shares beneficially owned, or controlled or directed, directly or indirectly, by each nominee, as of the date of this Circular, not being within the knowledge of the Corporation, has been furnished by each of the respective nominees.

Name and Present

Position with the

Corporation

Dr. Albert D. Friesen, (1)

Chairman and Director,

Winnipeg, Manitoba

P. Marcus Enns, (1)

Director, Winnipeg,

Manitoba

Larry Thiessen, (1) Chief

Executive Officer and

Director, Mitchell, Manitoba

James Kinley,(2) Director,

Winnipeg, Manitoba

Common
Shares	Director	Principal Occupation
Benefically	Since	During the Last Five Years
Owned,
Controlled or
Directed
		Dr. Friesen is Chief Executive Officer and a director of
		Medicure Inc. (TSXV:MPH), a specialty pharmaceutical
		company focused on the development and
40,292,000	Dec. 14/16	commercialization of cardiovascular products for the
United States market. Dr. Friesen is also currently the
		President and owner of GVI Clinical Development
		Solutions Inc., a consulting firm providing product
		development services to the life sciences industry.
		Mr. Enns is the President of CanAm Bioresearch Inc., a
		contract research organization that provides synthetic
		organic and medicinal chemistry services to pharma
		and biotech companies. Mr. Enns has previously held
100,000	Dec. 14/16	executive officer positions with two publicly traded life
		sciences companies and was involved with bringing
		both companies public. Mr. Enns also serves as Chair
		of the Board of Rosenort Credit Union, based in
		Rosenort, Manitoba.
		Mr. Thiessen is the Chief Executive Officer of the
		Corporation, a position held since February of 2020. Mr.
		Thiessen has extensive pharmaceutical experience,
		having worked for Bausch Health Companies Inc.
Nil	Nov. 22/23	(formerly Biovail Corporation), for 28 years, working his
		way up from manager to site director of the
		manufacturing operation in Steinbach, Manitoba. He led
		a team of roughly 400 employees and provided overall
		leadership and strategic direction at the operation.
		Mr. Kinley is a Chartered Professional Accountant with
		over 15 years of experience in building, leading, and
		advising corporations through their daily operations as
49,000	N/A	well as on complex restructurings, mergers,
		acquisitions, and capital markets transactions. He is
		currently the Chief Financial Officer of Algernon
		Pharmaceuticals Inc. (CSE:AGN)

Note:

1. Member of the Audit Committee.
2. Will become member of the Audit Committee if elected.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote "For" the election of the above nominees as directors of the Corporation. Management recommends a vote "For" the resolution electing the above nominees.

1. Appointment and Remuneration of Auditors

Management proposes to appoint Ernst & Young LLP ("EY"), Chartered Accountants, of Winnipeg, Manitoba, the present auditor of the Corporation, as auditor of the Corporation to hold office until the close of the next annual meeting of shareholders. EY was first appointed by the Board of Directors as auditor of the Corporation on August 28, 2020.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote "For" the appointment of EY as auditor of the Corporation and the authorization of the directors to fix the remuneration of the auditor. Management recommends a vote "For" the resolution appointing EY as auditor of the Corporation and authorizing the directors to fix the remuneration of

the auditor.

1. Approval of Stock Option Plan

On October 6, 2017, the shareholders of the Corporation (then known as Buffalo Capital Inc.) approved the 10% rolling stock option plan (the "Option Plan") of the Corporation, which provides that the Board may from time to time, in its discretion, and in accordance with the requirements of the TSX Venture Exchange (the "Exchange"), grant to directors, officers and employees of, and consultants to, the Corporation, non-transferable options to purchase common shares. In accordance with the policies of the Exchange, a stock option plan with a rolling 10% maximum must be confirmed by shareholders at each annual general meeting. At the Meeting, shareholders will be asked to consider, and if thought fit, to approve an ordinary resolution ratifying and approving the Corporation's existing Option Plan. The resolution must be passed by a majority of the votes cast by shareholders at the Meeting, present in person or by proxy.

Effective November 24, 2021, the Exchange adopted Policy 4.4 Security Based Compensation which has caused the Corporation to make changes to its Option Plan. These changes were made subsequent to the annual and special shareholders meeting held on June 15, 2022 and have been incorporated into the current Option Plan that was approved at a meeting of the Board on April 26, 2023 and at the previous annual and special meeting of shareholders on June 21, 2023. The current Option Plan is attached hereto as Schedule "A" and is subject to receipt of annual acceptance from the Exchange.

Summary of Current Option Plan

The number of common shares reserved for issuance under the Option Plan at any time is equal to 10% of the number of common shares issued and outstanding at any time. Directors, officers, employees and consultants of the Corporation and its subsidiaries, and employees of a company which provides management services to the Corporation, or its subsidiaries, are eligible to participate in the Option Plan. Options granted to these participants shall have an expiry date not exceeding ten years from the date of grant, after which they cease to be exercisable. Subject to the conditions disclosed herein, the Board determines the manner in which an option shall vest and become exercisable. Options granted to consultants performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such options vesting in any three month period. The Option Plan provides that the number of common shares reserved for issuance:

1. to any one person, within any 12 month period, will not exceed 5% of the issued and outstanding common shares at the time of the grant;
2. to any one consultant, within any 12 month period, will not exceed 2% of the issued and outstanding common shares at the time of the grant;
3. in aggregate to persons conducting investor relations activities, within any 12 month period, will not exceed 2% of the issued and outstanding common shares at the time of the grant; and
4. in aggregate to insiders will not exceed 10% of the issued and outstanding common shares at the time of the grant and in aggregate will not exceed, within any 12 month period, 10% of the issued and outstanding common shares at the time of the grant.

Options are exercisable only by the participant to whom they are granted and may not be assigned or transferred. Notwithstanding this restriction, upon the death of a participant, the participant's legal representatives, heirs, executors and administrators may exercise the participant's options for a period ending no later than the earlier of the option expiry date and 12 months after the participant's death. Subject to the discretion of the Board, where a person ceases to be an eligible participant under the Option Plan, other than by reason of death or in the event of termination for cause, options granted to participants shall cease to be exercisable on the earlier of the expiry date and 90 days after the date of termination or, if the participant was involved in investor relations activities, the options shall cease to be exercisable on the earlier of the expiry date and 30 days after the date of termination. Subject to the discretion of the Board, if

a participant is terminated for cause, all options received shall terminate and cease to be exercisable upon such termination. Subject to obtaining any required approval from the Exchange, shareholders or participants, as the case may be, the Corporation may amend the Option Plan or the terms of any option granted thereunder in accordance with the terms of the Option Plan. Disinterested shareholder approval is required for certain amendments, including any reduction in the exercise price of an option held by a participant.

Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote "For" the ordinary resolution to approve the current Option Plan. Management recommends a vote "For" the resolution to approve the current Option Plan.

1. Other Business

Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the shares represented by proxies in favour of Management nominees will be voted on such matters in accordance with the best judgment of the proxy nominee.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Circular, a Named Executive Officer ("NEO") of the Corporation means each of the following individuals:

1. anyone who served as Chief Executive Officer ("CEO") of the Corporation during any part of the most recently completed financial year;
2. anyone who served as Chief Financial Officer ("CFO") of the Corporation during any part of the most recently completed financial year;
3. the Corporation's, including any of its subsidiaries, most highly compensated executive officer other than those individuals identified in paragraphs (a) and (b), at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
4. each individual who would be an NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation and was not acting in a similar capacity, at the end of that financial year.

The Corporation had two NEOs during the year ended December 31, 2023, Larry Thiessen and Haaris Uddin.

1. Compensation Description and Analysis

The Corporation does not currently have a nominating, governance or compensation committee. All tasks and responsibilities related to developing and monitoring the Corporation's approach to the compensation of the NEOs and its approach to the nomination of directors to the Board are performed by the members of the Board. The compensation of the NEOs is reviewed and approved by the Board on an annual basis or more frequently if required, without reference to any specific formula or criteria. Two of the three Board members have held senior executive positions with publicly traded life sciences companies of various size and complexity. This experience allows them to bring a relevant perspective grounded in the life sciences industry to the issues and processes involved with determining compensation at the executive level. The Corporation has not retained any compensation consultants or advisors to assist the Board in determining compensation for the directors or executive officers of the Corporation.

The Board decides the appropriate compensation of the Corporation's NEOs based primarily on internal discussion and historical compensation levels. The Board generally keeps informed of the

compensation paid by other public companies that it feels are similarly placed within the life sciences industry. The Corporation's executive compensation program consists of an annual base salary, longer term incentives (stock options) and discretionary performance bonuses.

Named Executive Officer Compensation

The Corporation's executive compensation program is based on a "pay-for-performance" philosophy. The program is designed to encourage, compensate and reward executives on the basis of individual performance and the achievement of corporate objectives. Base salaries are set at levels which are intended to be competitive with the base salaries paid by companies of a comparable size within the life sciences industry, thereby enabling the Corporation to compete for and retain executives critical to the Corporation's long term success. Incentive compensation is directly tied to corporate and individual performance. Share ownership opportunities are provided to align the interests of the executives and senior managers with the longer term interests of shareholders. The Corporation's corporate goals and objectives are established at regular intervals by the Board. The degree to which the corporate objectives have been achieved will be considered by the Board along with the individual performance of each executive. Recommendations will then be made by the Board with respect to the cash-based annual incentives of the senior executives, thereby establishing a direct link between senior executive compensation and the Corporation's financial and non-financial performance. For the year ended December 31, 2023, the Corporation did not set any specific corporate objectives for the NEOs and no cash-based performance bonuses were paid to the NEOs.

The Board has not formally considered the implications of or analyzed the risks associated with the Corporation's compensation policies and practices.

The NEOs and directors of the Corporation are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by them.

The Corporation's Option Plan allows for compensation of participants while providing additional incentive to work toward strengthening long term corporate performance. Options to purchase common shares of the Corporation may be granted to an executive under the Option Plan following consideration by the Board of the level of responsibility of the executive, as well as his/her impact and/or contribution to the longer term operating performance of the Corporation. In determining the number of options to be granted to the NEOs, the Board takes into account the number of options, if any, previously granted to each NEO and the exercise price of any outstanding options. During the year ended December 31, 2023, no stock options were granted to NEOs.

The Corporation has not granted any share-based awards to NEOs.

Director Compensation

The Corporation did not provide any cash compensation to its directors for attendance at Board meetings in person or via telephone or for participation on the audit committee (the "Audit Committee") during the year ended December 31, 2023.

The directors of the Corporation are reimbursed for reasonable travel and other out-of-pocket expenses incurred to attend meetings of the Board, in person.

1. Director and Named Executive Officer Compensation

The following table provides a summary of all compensation earned by the directors and NEOs of the Corporation (excluding compensation securities) for the financial years ended December 31, 2022 and December 31, 2023 for services rendered to the Corporation.

Name and	Year	Salary,	Bonus	Committee	Value of	All other	Total
Principal Position		Fee,	($)	or Meeting	Perquisites	compensation	compensation
		Retainer		Fees	($)	($)	($)
		($)		($)
Larry Thiessen,	2022	45,000	Nil	Nil	Nil	Nil	45,000
Director, President and	2023	45,000	Nil	Nil	Nil	Nil	45,000
Chief Executive Officer(1)
Haaris Uddin, CPA,	2022	85,708	Nil	Nil	Nil	Nil	85,708
Chief Financial Officer(2)	2023	43,500	Nil	Nil	Nil	Nil	43,500
Albert D. Friesen, PhD,	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director and Chairman	2023	Nil	Nil	Nil	Nil	Nil	Nil
P. Marcus Enns	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
Hellen Siwanowicz(3)	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

1. Larry Thiessen was appointed President and CEO of the Corporation on February 1, 2020 and a director of the Corporation on November 22, 2023.
2. Haaris Uddin was appointed Chief Financial Officer of the Corporation on January 1, 2020.
3. Hellen Siwanowicz resigned from the Board on November 22, 2023.

No compensation securities were granted or issued to any director or NEO by the Corporation in the most recently completed financial year for services provided or to be provided directly or indirectly, to the Corporation.

As at December 31, 2023, Albert D. Friesen held a total of 175,000 stock options representing 175,000 underlying common shares of the Corporation, Haaris Uddin held a total of 75,000 stock options representing 75,000 underlying common shares of the Corporation, P. Marcus Enns held a total of 400,000 stock options representing 400,000 underlying common shares of the Corporation, Hellen Siwanowicz held a total of 325,000 stock options representing 325,000 underlying common shares of the Corporation and Larry Thiessen held a total of 100,000 stock options representing 100,000 underlying common shares of the Corporation. All the stock options of the Corporation held by the directors and NEOs of the Corporation were vested as of December 31, 2023.

No director or NEO exercised any compensation securities during the most recently completed financial year.

Stock Option Plan

Refer to the section titled "Particulars of Matters to be Acted Upon" for a description of Corporation's Option Plan.

Employment, Consulting and Management Agreements

Larry Thiessen entered into a consulting agreement with the Corporation effective February 1, 2020, to provide services in the role of President and Chief Executive Officer of the Corporation. He was paid $3,750 per month during the financial year ended December 31, 2023 based on providing a minimum of 37.5 hours of services per month. Effective May 1, 2024, the consulting agreement was amended such that Mr. Thiessen is now paid $2,083 per month on providing a minimum of 20 hours of services per month. Any amount of time beyond that is charged to the Corporation at a rate of $100 per hour. Either party may terminate the consulting agreement at any time without cause upon thirty days prior written notice to the