Notice of Meeting & Management Information Circular

January 18, 2019

Notice of Meeting
Information Circular

Board of Directors

Michael Gorenstein | Chairman, President & Chief Executive Officer
Michael Gorenstein is the Chairman, President and CEO of the Company. Mr. Gorenstein is also a member of Gotham Green. Before joining the Company, Mr. Gorenstein was a partner at Alphabet Ventures, LLC, a multi-strategy investment management firm located in New York City. Prior to Alphabet Ventures, Mr. Gorenstein was the VP and General Counsel of Saiers Capital LLC and a corporate attorney at Sullivan & Cromwell LLP where he focused on mergers and acquisitions and capital markets transactions. Mr. Gorenstein graduated from the University of Pennsylvania Law School with a JD, the Wharton School at University of Pennsylvania with a certificate in BEPP and the Kelley School of Business at Indiana University with a BSB in Finance.

Jim Rudyk | Lead Director, Audit Committee Chair, Compensation Committee
James Rudyk is currently the Chief Financial Officer of Roots Corporation (“Roots”), a position he has held since January 2016. Mr. Rudyk is an experienced and proven financial executive with more than 25 years of financial and operational experience and a track record of supporting ambitious growth plans. Prior to joining Roots, Mr. Rudyk served as the chief financial officer of Shred-It International Inc. from 2009 to 2015, where he was instrumental in helping the company grow from approximately $200 million in revenue to more than $700 million in revenue and expand to more than 17 countries around the world. He also served as chief financial officer and chief operating officer of Canada Cartage Systems Limited from 2004 to 2009. Since 2004, Mr. Rudyk has participated in over 100 board meetings as a board member or senior company officer. Mr. Rudyk received his BA and Masters of Accounting degrees from the University of Waterloo. Mr. Rudyk is a Certified Public Accountant and holds an ICD.D designation from the Institute of Corporate Directors.

Jason Adler | Independent Director, Compensation Committee
Jason Adler is the Founder and Managing Partner of Gotham Green Partners GP (“Gotham Green”), the General Partner of Gotham Green Fund 1, LP, a private equity firm focused primarily on early-stage investing in companies in the cannabis industry. Prior to founding Gotham Green, Mr. Adler was the co-founder and Chief Executive Officer of Alphabet Ventures, LLC, a New York based volatility fund, that focused on identifying mispriced assets across various industries, asset classes and geographies. Mr. Adler also founded Geronimo, LLC, an AMEX member broker dealer that made markets in equity options, and he began his career as a market maker at G&D Trading, an AMEX member market maker. Mr. Adler graduated with a B.A. from the University of Rhode Island.

Michael Coates | Audit Committee
Michael Coates was President and Chief Executive Officer, Americas Region of Hill+Knowlton Strategies (“H+K”), a global public relations and integrated communications agency, from 2014 to 2016 and retired as Global Vice Chairman of H+K in 2017. Prior thereto, Mr. Coates held a variety of roles at H+K and has had a more than thirty-year career advising Fortune 500 clients on strategies to manage political risk. Mr. Coates has also served on the board of directors of Candu Energy Inc., a wholly-owned subsidiary of SNC-Lavalin Group Inc., since 2011, as well as having served on a variety of non-profit boards in the education and entrepreneurship sectors. In June of 2018, Mike served as a member of the Premier of Ontario’s transition team. Mr. Coates received an MPA from Queen’s University and holds an ICD.D designation from the Institute of Corporate Directors.

Alan Friedman | Audit Committee
Alan Friedman has been the President and Chief Executive Officer of Rivonia Capital Inc., a Canadian corporation providing market structuring, capital planning and administrative management services to private and public resource companies, since September 2006. Mr. Friedman has also been Executive Vice-President and a director of Adira Energy Ltd. since August 2009 and Executive Vice-President and a director of Eco (Atlantic) Oil & Gas Ltd. since December 2011. Mr. Friedman is also a director of Aim1 Ventures Inc. and Tova Ventures II Inc., Capital Pool Corporations listed on the TSX-V. Mr. Friedman is an attorney and has played an integral role in the acquisition of various assets, financings and go-public transactions onto the Toronto Stock Exchange. He was a co-founder and previous director of Auryx Gold Corp., a Toronto Stock Exchange-listed Namibian gold exploration company, before it was sold to B2Gold Corp. for approximately $160 million in 2011.

Committees & Charters

Board Mandate

Board Committee Charters:
Audit Committee Charter   |   Compensation Committee Charter

Positions Descriptions:
Chairman   |   Lead Director   |   Board Committee Chairs   |  Chief Executive Officer

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