KWG Resources Inc C.CACR

RE:Any of you still hold ddi shares

[goodheart-r]

re is a tid bit:DEBUT DIAMONDS INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 1, 2021 AND MANAGEMENT INFORMATION CIRCULAR DATED MARCH 8, 2021 1 DEBUT DIAMONDS INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TAKE NOTICE THAT an annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (the “Common Shares”) of Debut Diamonds Inc. (the “Corporation”) will be held at the offices of Garfinkle Biderman LLP, 1 Adelaide St E, 8th Floor, Suite 801, Toronto, Ontario M5C 2V9 and broadcast via teleconference at [phone], conference code 5640789 on Thursday, April 1, 2021at 9:30 a.m. (Toronto time) for the following purposes, as more particularly described in the accompanying management information circular (the “Circular”): 1. to receive and consider the audited financial statements of the Corporation as at and for the financial years ended April 30, 2020 and 2019, together with the report of the auditors thereon; 2. to elect directors of the Corporation (the “DDI Director Election Resolution”); 3. to appoint the auditors of the Corporation and to authorize the directors of the Corporation to fix their remuneration (the “DDI Auditor Resolution”); 4. to consider and, if thought advisable, approve with or without variation, a special resolution, the full text of which is set forth in Schedule “A” to the Circular, authorizing and approving the change of the Corporation’s name to “Wesana Health Holdings Inc.”, or such other name as the board of directors of the Corporation, in its sole discretion, deems appropriate and is acceptable to the applicable regulatory authorities (the “Name Change Resolution”), to be implemented only in the event that all conditions to the closing of the proposed business combination with WeSana Health Inc. (the “Business Combination”) have been satisfied or waived (other than the conditions that may be or are intended to be satisfied only after the Name Change Resolution is implemented); 5. to consider and, if thought advisable, approve with or without variation, a special resolution, the full text of which is set forth in Schedule “B” to the Circular, authorizing and approving a consolidation of the Corporation’s issued and outstanding Common Shares at a ratio of up to 50 old shares to 1 new share and authorizing the directors of the Corporation to fix the actual consolidation ratio (the “Consolidation Resolution”), to be implemented only in the event that all conditions to the Business Combination have been satisfied or waived (other than the conditions that may be or are intended to be satisfied only after the Consolidation Resolution is implemented); 6. to consider and, if thought advisable, approve with or without variation, a special resolution, the full text of which is set forth in Schedule “C” to the Circular, authorizing and approving the continuance of the Corporation from Ontario to British Columbia, including the adoption of new articles and notice of articles, which articles will effect an amendment of the existing articles of the Corporation to create a class of Super Voting Shares, a class of Multiple Voting Shares, a class of Subordinate Voting Shares and a class of Preferred Shares and to redesignate all outstanding Common Shares as Subordinate Voting Shares (the “Continuance Resolution”), to be implemented only in the event that all conditions to the Business Combination have been satisfied or waived (other than the conditions that may be or are intended to be satisfied only after the Continuance Resolution is implemented); 7. to elect, conditional on and effective following the closing of the Business Combination, Daniel Carcillo, Chad Bronstein, Mitch Kahn, George Steinbrenner IV, James Fadiman and Robert Koffman as directors of the Corporation (the “Resulting Issuer Director Election Resolution”); 8. to appoint MNP LLP as the auditors of the Corporation to hold office conditional on and effective following the closing of the Business Combination and to authorize the directors of the Corporation to fix their remuneration (the “Resulting Issuer Auditor Resolution”); 9. to consider and, if thought advisable, approve with or without variation, an ordinary resolution, the full text of which is set forth in Schedule “D” to the Circular, authorizing and approving the adoption of a new equity incentive plan of the Corporation (the “Resulting Issuer Equity Incentive Plan Resolution”), to be implemented only in the event that the Business Combination is completed; and 10. to transact such other business as may be properly brought before the Meeting or any adjournment or 2 postponement thereof. This notice of Meeting is accompanied by: (a) the Circular; and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting. If the Business Combination becomes effective, the Corporation will use the “push out” method for the delivery of the applicable number of Subordinate Voting Shares following the implementation of the Name Change, Consolidation, and Continuance Resolutions (the “Resulting Issuer Shares”). Accordingly, Shareholders of record on the close of business the day prior to the effective date of the Business Combination, will be provided with DRS advices representing their respective Resulting Issuer Shares distributed in connection with the Business Combination shortly after the completion of the Business Combination. The share certificates representing the Common Shares should be retained by the holders thereof and not be forwarded to the Corporation or Capital Transfer, its transfer agent. No certificates or DRS advices for fractional Resulting Issuer Shares will be issued and Resulting Issuer Shares will be rounded down and no Shareholder will be entitled to any compensation in respect of fractional Resulting Issuer Shares. The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is February 25, 2021 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof. A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the enclosed form of proxy must be received by Capital Transfer Agency, ULC (“Capital Transfer”) by no later than 9:30 a.m. (Toronto time) on March 30, 2021 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for the adjourned or postponed Meeting. The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice. Only registered Shareholders, or the persons appointed as their proxies, are entitled to vote at the Meeting. For information with respect to beneficial Shareholders who own their Common Shares through an intermediary, see “Advice to Beneficial Shareholders” in the Circular. Registered Shareholders who validly dissent in respect of the proposed Continuance Resolution will be entitled to be paid the fair value of their Common Shares in accordance with section 185 of the Business Corporations Act (Ontario). The dissent rights are described in the Circular. Failure to strictly comply with the requirements set forth in section 185 of the Business Corporations Act (Ontario) may result in the loss of any dissent right. Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to listen to the Meeting via teleconference instead of attending the Meeting in person and to vote on the matters before the Meeting by proxy. We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular. The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with 3 someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting. DATED this 8th day of March, 2021. BY ORDER OF THE BOARD OF DIRECTORS “Michael Lerner” Michael Lerner Chief Executive Officer and Director 4 DEBUT DIAMONDS INC. MANAGEMENT INFORMATION CIRCULAR SOLICITATION OF PROXIES This management information circular (“Circular”) is provided in connection with the solicitation of proxies by management of Debut Diamonds Inc. (the “Corporation” or “DDI”) for use at an annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) in the capital of the Corporation. The Meeting will be held at the offices of Garfinkle Biderman LLP, 1 Adelaide St E, 8th Floor, Suite 801, Toronto, Ontario M5C 2V9 and will be broadcast via teleconference at [phone], conference code 5640789 on Thursday, April 1, 2021 at 9:30 a.m. (Toronto time), or at such other time or place to which the Meeting may be adjourned or postponed, for the purposes set forth in the notice of annual and special meeting accompanying this Circular (the “Notice”). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 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 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 thereof will be borne by the Corporation. These securityholder materials are being sent to both registered and non-registered owners of Common Shares. If you are a non-registered owner of Common Shares, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding Common Shares on your behalf. Accompanying this Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting (a “Proxy”). Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and all Shareholders are urged to vote on matters to be considered in person or by proxy. Unless otherwise stated, the information contained in this Circular is given as of March 8, 2021. All time references in this Circular are references to Toronto time. All dollar amounts referenced in this Circular are in Canadian dollars unless otherwise specified. We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto, and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in this Circular. The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting. 5 Please note that you will not be able to vote via teleconference. If you intend to listen to the Meeting via teleconference you must vote by proxy prior to the Meeting. See “Appointment and Revocation Of Proxies.” APPOINTMENT AND REVOCATION OF PROXIES Appointment of a Proxy Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper Proxy to Capital Transfer Agency, ULC (“Capital Transfer”), by fax within North America at 1-866-249-7775, or from outside North America at [phone], or by mail or hand delivery at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2. The persons named as proxyholders in the Proxy accompanying this Circular are directors or officers of the Corporation, or persons designated by management of the Corporation, and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the management nominee designated in the Proxy may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the accompanying Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Capital Transfer, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Proxy should notify such alternative nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the Proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the Proxy). In order to validly appoint a proxy, Proxies must be received by Capital Transfer, by mail or hand delivery at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment or postponement thereof. After such time, the chair of the Meeting may accept or reject a Proxy delivered to him or her in his or her discretion but is under no obligation to accept or reject any particular late Proxy. Revoking a Proxy A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or Capital Transfer at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the chair of the Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or 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. Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair of the Meeting before the proxy is exercised) and vote in person (or withhold from voting). Signature on Proxies The Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation). Voting of Proxies 6 Each Shareholder may instruct his, her or its proxy how to vote his, her or its Common Shares by completing the blanks on the Proxy. The Common Shares represented by the enclosed Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, such Common Shares will be voted FOR THE RESOLUTIONS DESCRIBED IN THE PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Common Shares represented by a valid Proxy will be voted in favour of the election of director nominees set forth in this Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder’s discretion. As at the date of this Circular, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting. Advice to Beneficial Shareholders The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (“Beneficial Shareholders”) should note that only Proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered Shareholders) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker’s clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held. There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“NOBOs”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“OBOs”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation. In accordance with the requirements of NI 54-101, the Corporation is sending the Notice, this Circular and a voting instruction form or a Proxy, as applicable (collectively, the “Meeting Materials”), directly to NOBOs and indirectly through intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly through intermediaries to OBOs. The Corporation will pay the fees and expenses of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101. The Corporation has used a NOBO list to send the Meeting Materials directly to NOBOs whose names appear on that list. If Capital Transfer has sent these materials directly to a NOBO, such NOBO’s name and address and information about its holdings of Common Shares have been obtained from the intermediary holding such shares on the NOBO’s behalf in accordance with applicable securities regulatory requirements. As a result, any NOBO of the Corporation can expect to 7 receive a voting instruction form from Capital Transfer. NOBOs should complete and return the voting instruction form to Capital Transfer in the envelope provided. Capital Transfer will tabulate the results of voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by such voting instruction forms. Applicable securities regulatory policy requires intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form 54-101F7 – Request for Voting Instructions Made by Intermediaries (“Form 54- 101F7”). Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker 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 Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to attend at the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a voting instruction form in lieu of the form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Broadridge will then provide aggregate voting instructions to Capital Transfer, which tabulates the results and provides appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment or postponement thereof. By choosing to send the Meeting Materials to NOBOs directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for: (i) delivering these Meeting Materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. All references to Shareholders in this Circular and the accompanying Proxy and Notice are to registered Shareholders unless specifically stated otherwise. BUSINESS COMBINATION The Business Combination On February 2, 2021, the Corporation and WeSana Health Inc. (“Wesana”) entered into a binding letter agreement (the letter agreement and any business combination agreement entered into in replacement thereof, the “Definitive Agreement”) whereby the business of the Corporation, Wesana, 1288079 B.C. Ltd. (“Finco”) and subsidiaries of the Corporation to be incorporated will combine their respective businesses (the “Business Combination”). Pursuant to the Definitive Agreement, the Corporation has agreed to, among other things, call the Meeting to seek approval of Shareholders of the Name Change Resolution, Consolidation Resolution, Continuance Resolution, Resulting Issuer Director Election Resolution, Resulting Issuer Auditor Resolution and Resulting Issuer Equity Incentive Plan Resolution (collectively, the “Business Combination Resolutions”). Upon the satisfaction or waiver of the conditions to the completion of the Business Combination, the parties intend to complete the Business Combination. Following completion of the Business Combination, the shareholders of Wesana and Finco immediately prior thereto will hold a significant majority of the outstanding Common Shares (to be redesignated Subordinate Voting Shares (as defined below) in connection with the completion of the Business Combination). The Corporation assuming and upon completion of the Business Combination is referred to herein as the “Resulting Issuer”. Benefits of the Business Combination The board of directors of the Corporation (the “Board”) believes that the Business Combination will have the following benefits for the Shareholders: (i) the Corporation will acquire an economic interest in the business of Wesana and the funds raised by Finco pursuant to a financing of subscription receipts to be undertaken by Finco; 8 (ii) Shareholders will be in a position to participate in future value creation and growth opportunities in the business of Wesana; (iii) the proposed management team and nominees to the Board have experience in the pharmaceutical and/or psilocybin industries and have been previously responsible for stakeholder value creation and have demonstrated capabilities in research and development, financing, acquiring, and developing assets; (iv) the proposed management team and nominees to the Board have high visibility in the psilocybin industry and investment community, and significant relationships with key sector investors that should help to attract strong retail and institutional support; and (v) the Corporation is expected to have increased share trading liquidity and will have a greater market capitalization that is attractive to a wider range of investors than that offered by DDI prior to the Business Combination. Recommendation of the Board SHAREHOLDERS ARE NOT REQUIRED TO APPROVE THE BUSINESS COMBINATION AT THE MEETING. Full details regarding Wesana and the Business Combination will be disclosed by the Corporation in a Form 2A Listing Statement (the “Listing Statement”) to be prepared and filed with the Canadian Securities Exchange (the “CSE”). The posting thereof is not expected to occur until after the date of the Meeting. Subject to receipt of all requisite approvals, including from the CSE, the Business Combination is anticipated to close in the first half of 2021. The Board has unanimously approved the Definitive Agreement and unanimously recommends that the Shareholders vote IN FAVOUR of the Business Combination Resolutions at the Meeting. There are a number of risks associated with the Business Combination and the business of Wesana, including that the manufacture, possession, use, sale or distribution of psilocybin is currently illegal under Canadian and U.S. laws. The Listing Statement will set out certain principal risk factors known to Wesana as of the effective date of the Listing Statement. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES Shareholders of record as of February 25, 2021 (the “Record Date”) are entitled to receive notice and attend and vote at the Meeting, either in person or by proxy. As at the date of this Circular, the Corporation had 26,054,993 Common Shares issued and outstanding. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting. As at the date of this Circular, to the knowledge of the directors and executive officers of the Corporation, and based on the Corporation’s review of the records maintained by Capital Transfer, electronic filings with System for Electronic Document Analysis and Retrieval (“SEDAR”) and insider reports filed with System for Electronic Disclosure by Insiders (SEDI), no person beneficially owns, or exercises control or direction over, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation, other than as outlined below. Shareholder Name Number of Held Common Shares Percentage Held of Common Shares Greg Wilson 5,954,029 22.85% Marc Lustig 2,977,014 11.43% Rajiv Bhatia 2,977,014 11.43% Jason I. Goldman Professional Corporation 5,954,029 22.85% As at the date of this Circular, the current directors and executive officers of the Corporation as a group beneficially own, or exercise control or direction over, directly or indirectly, 5,954,029 Common Shares constituting approximately 22.85% of the issued and outstanding Common Shares. 9 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS No person who is or at any time during the most recently completed financial year was a director or executive officer of the Corporation, no proposed nominee for election as a director of the Corporation, and no associate of any of the foregoing persons has been indebted to the Corporation at any time since the beginning of the financial year ended April 30, 2020. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Corporation at any time since the beginning of the financial year ended April 30, 2020 with respect to any indebtedness of any such person. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Except as otherwise disclosed in this Circular, no informed person of the Corporation, proposed nominee for election as a director of the Corporation, or any associate or affiliate of any such person or company, has or has had any material interest, direct or indirect, in any transaction since the beginning of the financial year ended April 30, 2020 or in any proposed transaction which in either such case has materially affected or would materially affect the Corporation. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON Except as otherwise disclosed in this Circular, no director or executive officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any of the persons who have been directors or executive officers of the Corporation since the beginning of the financial year ended April 30, 2020 and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting (other than election as a director of the Corporation). EXECUTIVE COMPENSATION The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“Form 51-102F6V”). Disclosure is required to be made in relation to “Named Executive Officers” (as defined below). For the purpose of this Circular: “CEO” means each individual who acted as chief executive officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year; “CFO” means each individual who acted as chief financial officer of the Corporation or acted in a similar capacity for any part of the most recently completed financial year; and “Named Executive Officer” or “NEO” means: (a) a CEO; (b) a CFO; (c) the Corporation’s most highly compensated executive officer or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year. During the financial year ended April 30, 2020, the Corporation had four Named Executive Officers, namely Michael Lerner, Chief Executive Officer; Harvey McKenzie, Chief Financial Officer; Frank Smeenk, Former Chief Executive Officer; and Thomas P. Devlin, former Chief Financial Officer. Director and NEO Compensation The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each Named Executive Officer and director, in any capacity, for the financial years ended April 30, 2020 and 2019, other than compensation securities. 10 Table of compensation excluding compensation securities Name and position Year Ended Salary, consulting fee, retainer, commission ($) Bonus ($) Committee or meeting fees ($) Value of perquisites ($) Value of all other compensation ($) Total compensation ($) Michael Lerner CEO and Director 2020 2019 $1,500 N/A NIL NIL NIL NIL NIL NIL NIL NIL $1,500 N/A Harvey McKenzie CFO 2020 2019 $1,000 N/A NIL NIL NIL NIL NIL NIL NIL NIL $1,000 N/A Emily Lerner Director 2020 2019 $1,500 N/A NIL NIL NIL NIL NIL NIL NIL NIL $1,500 N/A Greg Wilson Director 2020 2019 NIL N/A NIL NIL NIL NIL NIL NIL NIL NIL NIL N/A Frank Smeenk(1) Former CEO and Director 2020 2019 $7,788 $2,000 N/A NIL N/A NIL N/A NIL N/A NIL $7,788 $2,000 Thomas P. Devlin(2) Former CFO 2020 2019 $20,000 $6,000 NIL NIL NIL NIL NIL NIL NIL NIL $20,000 $6,000 Michael Minas(3) Former Director 2020 2019 NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL Thomas E. Masters(4) Former CFO 2020 2019 N/A $3,750 N/A NIL N/A NIL N/A NIL N/A NIL N/A $3,750 Douglas M. Flett(5) Former director 2020 2019 N/A NIL N/A NIL N/A NIL N/A NIL N/A NIL N/A NIL (1) Frank Smeenk resigned on December 23, 2019. (2) Thomas Devlin resigned as CFO on December 23, 2019. (3) Michael Minas resigned as a director in December 23, 2019. (4) Thomas E. Masters resigned as CFO on March 26, 2019. (5) Douglas M. Flett resigned as a director on November 25, 2018. Stock Options and Other Compensation Securities During the financial year ended April 30, 2020, no stock options or compensation securities were granted or issued to any NEO or director by the Corporation for services provided or to be provided, directly or indirectly, to the Corporation. As of April 30, 2020, there were no compensation securities, and underlying securities, held by the NEOs and directors of the Corporation. During the financial year ended April 30, 2020, no compensation securities were re-priced, cancelled and replaced, had the term extended, or were otherwise materially modified. During the financial year ended April 30, 2020, there were no compensation securities exercised by any NEO or director of the Corporation. External Management Companies None of the NEOs or directors of the Corporation have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Corporation to provide executive management services to the Corporation, directly or indirectly. Employment, Consulting and Management Agreements The Corporation does not have any contracts, agreements, plans or arrangements that provide for payments to a director or NEO, other than an informal arrangement to pay its Chief Executive Officer a salary of approximately $2,500 per month. 11 The Corporation does not have any contracts, agreements, plans or arrangements that provide for payments to a director or NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in an NEO’s responsibilities. Oversight and Description of Director and Named Executive Officer Compensation The Board considers and determines all compensation matters for the NEO’s and directors. The Corporation has not established a compensation committee and does not intend to do so before the completion of the Business Combination The objective of the Corporation’s compensation arrangements is to compensate the NEOs and directors for their services to the Corporation at a level that is both in line with the Corporation’s fiscal resources and competitive with companies at a similar stage of development. Generally, the Corporation seeks to compensate its NEOs based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Corporation, the Corporation’s resources, industry practice, and regulatory guidelines regarding executive compensation levels. Historically, NEO compensation has comprised of a combination of salary / fees and incentive stock options. The Corporation has not adopted a formal compensation program with specific performance goals or similar conditions. The Corporation’s stock option plan (the “Stock Option Plan”) has been used to provide incentives to NEOs and directors. The share options are granted in consideration of the level of responsibility of the person as well as his or her impact to the longer-term operating performance of the Corporation. In determining the number of share options to be granted to NEOs, the Board takes into account the number of share options, if any, previously granted to each NEO and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the CSE, and closely align the interests of the NEO with the interests of the Shareholders. Stock Option Plan Purpose The purpose of the Stock Option Plan is to encourage equity ownership in the Corporation by officers, directors, employees and consultants of the Corporation and its subsidiaries who are primarily responsible for the management and profitable growth of the business. Administration The Stock Option Plan is administered by a committee, which may include the Corporation’s directors, appointed by the Board (the “ Committee”); if no such Committee is appointed, the Board shall administer the Stock Option Plan. Any such Committee will include at least two members of the Board. Subject to any direction by resolution of the Board from time to time, the Committee shall have full authority to interpret the Stock Option Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Stock Option Plan, taking into consideration the recommendations of management. The decisions of the members of the Committee or the Board, as the case may be, are binding and conclusive. Grant of Share Options The Committee or the Board, as the case may be, grants share options to officers, directors, employees or consultants of the Corporation from time to time. The Stock Option Plan provides that no share options may be granted prior to any material change in the affairs of the Corporation that are known to the Committee or the Board, and within five days after any material change is announced to the public. Terms and Conditions of the Share Options Under the Stock Option Plan, the maximum aggregate number of Common Shares reserved by the Corporation for issuance and which may be purchased upon the exercise of all share options shall not exceed a maximum of 10% of the Common Shares issued and outstanding at the time of the grant. Share o ptions that have been cancelled or that have expired without being exercised continue to be available for granting as subsequent share options under the Stock Option Plan. No fractional Common Shares may be purchased or issued under the Stock Option Plan. The Committee, or the Board, determines the exercise price based upon the market price or fair value of the Common Shares at the time of the grant. 12 Share options may be exercised in part or in full. Holders of share options do not have any of the rights of a shareholder until the share options are exercised and issued. Share options can only be exercised while the holder remains an officer, director, employee or consultant of the Corporation or any of its subsidiaries. Share options are non-transferable and nonassignable. The Committee, or the Board, determines the term of each share option granted, subject to a maximum term of five years from the date on which the share option is granted. Each share option is subject to earlier termination in accordance with the terms of the Stock Option Plan. The term of a share option may be extended with the approval of the Committee or the Board, as the case may be, provided that any extension does not exceed the maximum term of five years from the date on which the share option was granted. Share options under the Stock Option Plan terminate on the earlier of: a) the date of expiration specified in the option agreement; b) ninety days after the date the optionee is no longer an officer, director or employee of the Corporation or any of its subsidiaries other than as provided in sub-paragraphs (3), (4) or (5) of the Stock Option Plan; c) twelve months after the date of the optionee's death during which period the share option may be exercised by the optionee's legal representative or legatee; d) two years after termination of the optionee's qualification as an officer or employment by the Corporation or any of its subsidiaries by retirement or disability during which two year period the optionee may exercise the share option to the extent the optionee would have been entitled to exercise it at the time ofsuch termination; and e) at an expiration date that the Committee or Board, as the case may be, determines. Benefit, Contribution, Pension, Retirement, Deferred Compensation and Actuarial Plans The Corporation currently has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for its officers or directors. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets out securities authorized for issuance under equity compensation plans of the Corporation as at April 30, 2020. Plan Category Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by securityholders Nil N/A 2,605,701 (1) Equity compensation plans not approved by securityholders(2) N/A N/A N/A TOTAL NIL N/A 2,605,701 (1) Based on 26,057,019 Common Shares being outstanding as of April 30, 2020, such that a maximum of 10% stock options could be granted under the Corporation’s stock option plan. CORPORATE GOVERNANCE DISCLOSURE Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all Canadian public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making. 13 Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), the Corporation is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate. Board of Directors Directors are considered to be independent if they have 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 the exercise of a director’s independent judgment. The Board facilitates its exercise of independent judgment in carrying out its responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board requires management to provide complete and accurate information with respect to the Corporation’s activities and to provide relevant information concerning the industry in which the Corporation operates in order to identity and manage risks. The Board is responsible for monitoring the Corporation’s officers, who in turn are responsible for the maintenance of internal controls and management information systems. As of the date of this Circular, the Board consists of two non-independent members, being Michael Lerner and Greg Wilson, and two independent members, being Emily Lerner and Yazeed Esnan. The Board facilitates its exercise of independent supervision over management through frequent meetings to obtain updates on significant corporate activities and plans, and by ensuring that all material transactions are subject to prior approval by the Board. To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Corporation. As the size of the Board is small, there will be no formal procedures designed to facilitate the exercise of independent supervision over management, relying instead on the integrity of the individual members of its management team to act in the best interests of the Corporation. Directorships The following table sets forth the directors of the Corporation who currently hold directorships with other reporting issuers: Name of Director Other Issuer Michael Lerner Red Pine Petroleum Ltd.; Guyana Frontier Mining Corp.; Canada Iron Inc.; Jaguar Financial Corporation; Eagle I Capital Corporation; Pinestar Gold Inc.; MGM Resources Corp. Emily Lerner Pinestar Gold Inc.; Eagle I Capital Corporation; Guyana Frontier Mining Corp.; Canada Iron Inc. Yazeed Esnan Sniper Resources Ltd.; TransGlobe Internet and Telecom Co Ltd. Orientation and Continuing Education Each new director is given an outline of the nature of the Corporation’s business, its corporate strategy and current issues within the Corporation. New directors are also required to meet with management of the Corporation to discuss and better understand the Corporation’s business and are given the opportunity to meet with counsel to the Corporation to discuss their legal obligations as director of the Corporation. In addition, management of the Corporation takes steps to ensure that its directors and officers are continually updated as to the latest corporate and securities policies which may affect the directors, officers and committee members of the Corporation as a whole. The Corporation continually reviews the latest securities rules and stock exchange policies. Any such changes or new requirements are then brought to the attention of the Corporation’s directors either by way of director or committee meetings or by direct communications from management to the directors. Ethical Business Conduct The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by such corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Corporation’s auditors 14 have full and unrestricted access to the audit committee of the Board (the “Audit Committee”) at all times to discuss the audit of the Corporation’s financial statements and any related findings as to the integrity of the financial reporting process. Nomination of Directors The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Corporation, this policy will be reviewed. Compensation As noted above, the Board is responsible for all compensation decisions, and the Board does not currently have a compensation committee. Other Board Committees The Board has no committees other than the Audit Committee. Assessments The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. AUDIT COMMITTEE Pursuant to the policies of the CSE and National Instrument 52-110 – Audit Committees (“NI 52-110”), the Corporation is required to have an Audit Committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Corporation or an affiliate of the Corporation. NI 52-110 requires the Corporation, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor. The charter of the Audit Committee is attached to this Circular as Schedule “E”. Composition of the Audit Committee As of the date of this Circular, the Audit Committee is comprised of: Emily Lerner Independent (1) Financially literate (1) Yazeed Esnan Independent (1) Financially literate (1) Michael Lerner Not Independent (1) Financially literate (1) (1) As defined in NI 52-110. Relevant Education and Experience Emily Lerner – Director Ms. Lerner is a graduate of Fanshawe College in London, Ontario, and serves as an independent director of the Corporation, among other reporting issuers. Yazeed Esnan – Director Mr. Esnan has been an associate at First Republic Capital Corp. since graduating from Dalhousie University with a Bachelor of Commerce in Finance in 2017. In this time, he has acquired ample experience in equity financings and RTO transactions to take companies public. Mr. Esnan also previously worked with several private and public companies through the Cooperative Education program at Dalhousie University. Michael Lerner – Director and CEO 15 Mr. Lerner brings with him more than 20 years of experience in the natural resources market, starting as an institutional trader at CIBC and Wellington West, and then as a professional trader and financier focused on junior mining stocks at Dominick and Dominick. Since 2012, Mr. Lerner has become more involved in the operations of junior mining companies as an officer or director of public companies including Happy Creek Minerals, Jiminex Inc., Fairmont Resources Inc. and Navasota Resources Inc., etc., where he has helped to rehabilitate these companies. Audit Committee Oversight At no time since the commencement of the Corporation’s most recent completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board. Reliance on Certain Exemptions At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. External Auditor Service Fees (By Category) Aggregate fees paid to the auditors of the Corporation during the financial years ended April 30, 2020 and April 30, 2019 were as follows: Financial Year Ended Audit Fees Audit-Related Fees (1) Tax Fees (2) All Other Fees (3) 2020 $8,000 Nil $1,500 Nil 2019 $10,200 Nil Nil Nil (1) Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under “Audit Fees”. (2) Fees charged (or estimated charges) for tax compliance, tax advice and tax planning services. (3) Fees for services other than disclosed in any other column. PARTICULARS OF MATTERS TO BE ACTED UPON To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice. These matters are described in more detail under the headings below. 1. DDI Director Election Resolution At the Meeting, the Shareholders will be asked to elect Michael Lerner, Greg Wilson, Yazeed Esnan, and Emily Lerner (collectively, the “DDI Board Nominees”) as directors of the Corporation. Shareholders may vote for all of the DDI Board Nominees, some of them and withhold for others, or withhold from all of them. Management of the Corporation does not contemplate that any of the DDI Board Nominees will be unable to serve as a director. Each director will hold office until the next annual meeting of the Shareholders or until his or her successor is duly elected unless his or her office is earlier vacated in accordance with applicable laws and the articles and by-laws of the Corporation. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the DDI Director Election Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the DDI Director Election Resolution. The Board unanimously recommends that Shareholders vote FOR the DDI Director Election Resolution at the Meeting. IF ANY OF THE ABOVE DDI BOARD NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THEIR 16 COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE DDI DIRECTOR ELECTION RESOLUTION. IN THE EVENT THAT THE BUSINESS COMBINATION IS SUCCESSFULLY COMPLETED, THE DIRECTORS LISTED ABOVE WOULD CEASE TO BE DIRECTORS OF THE CORPORATION AND NEW DIRECTORS WILL SERVE AS DIRECTORS OF THE RESULTING ISSUER IN THEIR PLACE. See below for detailed information concerning the DDI Board Nominees. Name of Nominee, Current Position with the Corporation, and Province/State and Country of Residence Occupation, Business or Employment Director Since Number and Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly Michael Lerner(1) Burlington, Ontario CEO and Director Mr. Lerner brings with him more than 20 years of experience in the natural resources market, starting as an institutional trader at CIBC and Wellington West, and then as a professional trader and financier focused on junior mining stocks at Dominick and Dominick. Since 2012, Mr. Lerner has become more involved in the operations of junior mining companies as an officer or director of public companies including Happy Creek Minerals, Jiminex Inc., Fairmont Resources Inc. and Navasota Resources Inc., etc., where he has helped to rehabilitate these companies. December 23, 2019 Nil 0% Greg Wilson Ottawa, Ontario Director Mr. Wilson has served as a director of the Corporation since 2018 working with other members of the Board responsible for the stewardship of the Corporation. He has had more than 20 years of experience advising and structuring capital market financings for companies of varying sizes. He has had experience as officer and director of other companies, including mining ones, including experience in the preparation, analysis and evaluation of financial statements comparable to the breadth and complexity of the Corporation’s financial statements. November 25, 2018 5,954,029 22.85% Emily Lerner(1) Burlington, Ontario Director Ms. Lerner is a graduate of Fanshawe College in London, Ontario, and serves as an independent director of the Corporation, among other reporting issuers. December 23, 2019 Nil 0% Yazeed Esnan(1) Toronto, Ontario Director Mr. Esnan has been an associate at First Republic Capital Corp. since graduating from Dalhousie University with a Bachelor of Commerce in Finance in 2017. In this time, he has acquired February 25, 2021 Nil 0% 17 ample experience in equity financings and RTO transactions to take companies public. Mr. Esnan also previously worked with several private and public companies through the Cooperative Education program at Dalhousie University. Notes: (1) Member of the Audit Committee. Orders, Penalties and Bankruptcies To the knowledge of the Corporation, as of the date hereof, no DDI Board Nominee: a) is, or has been, within 10 years before the date hereof, a director, CEO or CFO of any corporation (including the Corporation) that: i. was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO, or ii. was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; b) is, or has been, within 10 years before the date hereof, a director or executive officer of any corporation (including the Corporation) that, while such DDI Board Nominee was acting in that capacity, or within a year of such DDI Board Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or c) has, within 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, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such DDI Board Nominee. For the purposes of the above section, the term “order” means: a) a cease trade order, including a management cease trade order; b) an order similar to a cease trade order; or c) an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days. To the knowledge of the Corporation, as of the date hereof, no DDI Board Nominee has been subject to: a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider reports (if any); or b) any other penalties or sanctions imposed by a court or regulatory body, that would likely be considered important to a reasonable Shareholder in deciding to vote for a proposed director. 2. DDI Auditor Resolution At the Meeting, the Shareholders will be asked to approve the appointment of McGovern Hurley LLP as auditors of the Corporation for the financial year ended April 30, 2021 and to authorize the directors of the Corporation to fix their remuneration. 18 Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the DDI Auditor Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the DDI Auditor Resolution. The Board unanimously recommends that Shareholders vote FOR the DDI Auditor Resolution at the Meeting. 3. Name Change Resolution At the Meeting, the Shareholders will be asked to consider and, if thought advisable, to approve, with or without variation, the Name Change Resolution, the full text of which is set forth in Schedule “A” to this Circular, approving the change of the Corporation’s name to “Wesana Health Holdings Inc.”, or such other name as the Board, in its sole discretion, deems appropriate and is acceptable to the applicable regulatory authorities. To be effective, the Name Change Resolution requires the affirmative vote of not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the Name Change Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the Name Change Resolution. The Board unanimously recommends that Shareholders vote FOR the Name Change Resolution at the Meeting. It is a condition precedent to the completion of the Business Combination that the Shareholders approve the Name Change Resolution. If the Name Change Resolution does not receive the requisite approval, the Business Combination will not proceed, unless such condition precedent is waived by the applicable parties. THE NAME CHANGE RESOLUTION WILL ONLY BE IMPLEMENTED IN THE EVENT THAT ALL CONDITIONS TO THE BUSINESS COMBINATION ARE SATISFIED OR WAIVED (OTHER THAN CONDITIONS THAT MAY BE OR ARE INTENDED TO BE SATISFIED ONLY AFTER THE NAME CHANGE RESOLUTION IS IMPLEMENTED). 4. Consolidation Resolution It is a requirement of the Business Combination that the Corporation have outstanding no more than the number of existing Subordinate Voting Shares determined by dividing US$1,500,000, by the Equivalent Price Per Share (as defined below), and determined on a basis that assumes that any outstanding warrants of the Corporation as of immediately prior to the completion of the Business Combination have been exercised in full in accordance with their terms. For purposes of the foregoing determination: (i) “Equivalent Price Per Share” will be equal to: (a) the Wesana Note Conversion Price (as defined below), multiplied by (b) (US$13,000,000, plus the aggregate principal amount of the Wesana Convertible Notes (as defined below)), divided by US$13,000,000; and (ii) “Wesana Note Conversion Price” will be equal to the conversion price per share for the outstanding convertible promissory notes of Wesana (the “Wesana Convertible Notes”), calculated to be equal to: (a) US$13,000,000, divided by (b) the fully diluted number of shares of Wesana as of immediately prior to the completion of the Business Combination, excluding from this calculation the Wesana Convertible Notes. To meet the foregoing requirement, it will be necessary for the Corporation to consolidate the Common Shares prior to or connection with the completion of the Business Combination. The Equivalent Price Per Share, and consequently the precise consolidation ratio, will not be able to be determined until immediately prior to the completion of the Business Combination. To provide appropriate flexibility in fixing the consolidation ratio, at the Meeting, the Shareholders will be asked to consider and, if thought advisable, to approve, with or without variation, the Consolidation Resolution, the full text of which is set forth in Schedule “B” to this Circular, approving the consolidation of the Corporation’s issued and outstanding Common Shares at a ratio of up to 50 old shares to 1 new share and authorizing the Board to fix the actual consolidation ratio. To be effective, the Consolidation Resolution requires the affirmative vote of not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the Consolidation Resolution. If you do not specify how you want your 19 Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the Consolidation Resolution. The Board unanimously recommends that Shareholders vote FOR the Consolidation Resolution at the Meeting. It is a condition precedent to the completion of the Business Combination that the Shareholders approve the Consolidation Resolution. If the Consolidation Resolution does not receive the requisite approval, the Business Combination will not proceed, unless such condition precedent is waived by the applicable parties. THE CONSOLIDATION RESOLUTION WILL ONLY BE IMPLEMENTED IN THE EVENT THAT ALL CONDITIONS TO THE BUSINESS COMBINATION ARE SATISFIED OR WAIVED (OTHER THAN CONDITIONS THAT MAY BE OR ARE INTENDED TO BE SATISFIED ONLY AFTER THE CONSOLIDATION RESOLUTION IS IMPLEMENTED). 5. Continuance Resolution The Corporation is a corporation existing under the Business Corporations Act (Ontario) (the “OBCA”). Management of the Corporation wishes to effect a continuance of the Corporation from the Province of Ontario to the Province of British Columbia in connection with the Business Combination (the “Continuance”). As a result of the Continuance, the OBCA, the corporate legislation that governs the Corporation, will cease to be the governing corporate legislation, and the Corporation will be governed by the Business Corporations Act (British Columbia) (the “BCBCA”). At the Meeting, the Shareholders will be asked to consider and, if thought advisable, to approve, with or without variation, the Continuance Resolution, the full text of which is set forth in Schedule “C” to this Circular, approving the Continuance. It is proposed that in connection with the Continuance, the Corporation will: (i) obtain a name reservation with the British Columbia Registrar of Companies (the “BC Registrar”); (ii) request a consent letter from the Ontario Minister of Finance (“MOF”); and (iii) obtain the requisite consent from the Ontario Securities Commission (“OSC”), to continue into British Columbia. Immediately following the receipt of the MOF authorization and OSC consent, it is proposed that the Corporation will submit an “Application for Authorization to Continue in Another Jurisdiction” and file all necessary documentation with the Ontario Ministry of Government and Consumer Services to obtain the Ontario authorization to continue the Corporation under the BCBCA, arrange for execution of the articles by any one director of the Corporation pursuant to section 302 of the BCBCA, submit an “Authorization to Continue in Another Jurisdiction and Continuation Application” to the BC Registrar and complete other steps as required under the BCBCA to continue the Corporation into British Columbia. If the Continuance is approved, articles and notice of articles will be adopted to replace the existing articles and by-laws of the Corporation and will constitute the governing instrument of the Resulting Issuer under the BCBCA. The Certificate of Continuation issued by the BC Registrar under the BCBCA will be deemed to be the Certificate of Incorporation of the Resulting Issuer. The articles and notice of articles of the Corporation will amend the existing articles of the Corporation to create four new classes of shares designated as Subordinate Voting Shares (the “Subordinate Voting Shares”), Multiple Voting Shares (the “Multiple Voting Shares”), Super Voting Shares (the “Super Voting Shares”) and Preferred Shares (the “Preferred Shares”), and to redesignate all outstanding Common Shares as Subordinate Voting Shares. The proposed continuation application, notice of articles and articles of the Corporation, including terms of the Subordinate Voting Shares, Multiple Voting Shares, Super Voting Shares and Preferred Shares, are set forth in Schedule “C” to this Circular. The Multiple Voting Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Corporation that are held by “U.S. persons” for purposes of determining whether the Corporation is a “foreign private issuer” under applicable United States securities laws. The Super Voting Shares are being proposed in order to ensure that effective control of the Corporation will, subject to Daniel Carcillo (the “Principal”) selling a majority of his holdings, be given to the Principal, being a key person responsible for the growth to date of Wesana, so as to not provide disincentives to capital raising by the Corporation. In addition, the Principal would not have considered a “going-public” transaction without the control safeguards provided by the Super Voting Shares. As a corollary, the Subordinate Voting Shares are being proposed in order to be subordinated in their voting power as compared to the Super Voting Shares. In the event that a take-over bid by a third party is made for the Multiple Voting Shares or Super Voting Shares, the holders of Subordinate Voting Shares will be entitled to participate in such offer and may tender their shares into any such offer under and subject to the terms of the Subordinate Voting Shares and/or a coattail agreement (the “Coattail Agreement”) to be entered into between the Principal and a trustee. Certain terms of the Coattail Agreement will be set out in the Listing Statement. In the event that a take-over bid by a third party is made for 20 the Super Voting Shares, the holders of Multiple Voting Shares will be entitled to participate in such offer and may tender their shares into any such offer under and subject to the terms of the Coattail Agreement. Please see Schedule “G” to this Circular for a summary of certain differences between the governing corporate legislation for British Columbia and Ontario companies. As of the effective date of the Continuance, the election, duties, resignations and removal of the Corporation’s directors and officers shall be governed by the laws of British Columbia, and the new articles of the Corporation. As of the effective date of the Continuance, the legal domicile of the Corporation will be the Province of British Columbia, and the Corporation will no longer be subject to the provisions of the OBCA. By operation of the laws of British Columbia, as of the effective date of the Continuance, all of the assets, property, rights, liabilities and obligations of the Corporation immediately prior to the Continuance will continue to be the assets, property, rights, liabilities and obligations of the Corporation after the Continuance. Notwithstanding any approval of the Continuance by Shareholders, the Board may abandon the Continuance without further approval from the Shareholders. If the Continuance is abandoned, the Corporation’s corporate existence will remain under the OBCA. To be effective, the Continuance Resolution requires the affirmative vote of not less than two-thirds of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. In addition, the Continuance Resolution will be used to approve a “restricted security reorganization” pursuant to National Instrument 41-101 – General Prospectus Requirements and Ontario Securities Commission Rule 56-501 – Restricted Shares (the “Restricted Share Rules”). The Restricted Share Rules require that a restricted security reorganization receive prior majority approval of the securityholders of the Corporation in accordance with applicable law, excluding any votes attaching to securities beneficially owned, directly or indirectly, by affiliates of the Corporation or control persons of the Corporation. To the knowledge of management of the Corporation, after reasonable inquiry, no affiliate of the Corporation is a beneficial owner of securities of the Corporation as of the date hereof and 5,954,029 Common Shares beneficially owned, directly or indirectly, as of the date hereof by Greg Wilson, a control person of the Corporation, and 5,954,029 Common Shares beneficially owned, directly or indirectly, as of the date hereof by Jason I. Goldman Professional Corporation, a control person of the Corporation, representing in aggregate 11,908,058 Common Shares or 45.7% of the outstanding Common Shares as of the date hereof, will be the Common Shares excluded from voting on the Continuance Resolution for the purposes of the approval of the restricted security reorganization. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the Continuance Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the Continuance Resolution. The Board unanimously recommends that Shareholders vote FOR the Continuance Resolution at the Meeting. It is a condition precedent to the completion of the Business Combination that the Shareholders approve the Continuance Resolution. If the Continuance Resolution does not receive the requisite approval, the Business Combination will not proceed, unless such condition precedent is waived by the applicable parties. Registered Shareholders are entitled to dissent in respect of the Continuance Resolution in the manner provided in section 185 of the OBCA. A summary of the registered Shareholders’ dissent rights is set forth below under “Dissenting Shareholders’ Rights” and section 185 of the OBCA is reproduced in its entirety as Schedule “F” to this Circular. Other than in connection with the Continuance Resolution, Shareholders are not entitled to dissent with respect to any other matter that may be considered at the Meeting. THE CONTINUANCE RESOLUTION WILL ONLY BE IMPLEMENTED IN THE EVENT THAT ALL CONDITIONS TO THE BUSINESS COMBINATION ARE SATISFIED OR WAIVED (OTHER THAN CONDITIONS THAT MAY BE OR ARE INTENDED TO BE SATISFIED ONLY AFTER THE CONTINUANCE RESOLUTION IS IMPLEMENTED). 6. Resulting Issuer Director Election Resolution At the Meeting, the Shareholders will be asked to elect Daniel Carcillo, Chad Bronstein, Mitch Kahn, George Steinbrenner IV, James Fadiman and Robert Koffman (collectively, the “Resulting Issuer Board Nominees”) as directors of the Corporation upon the completion of the Business Combination. Shareholders may vote for all of the Resulting Issuer Board Nominees, some of them and withhold for others, or withhold from all of them. Management of the Corporation does not currently contemplate that any of the Resulting Issuer Board Nominees will be unable to serve as a director upon the completion of the Business Combination. 21 Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the Resulting Issuer Director Election Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the Resulting Issuer Director Election Resolution. The Board unanimously recommends that Shareholders vote FOR the Resulting Issuer Director Election Resolution at the Meeting. It is a condition precedent to the completion of the Business Combination that the Shareholders approve the Resulting Issuer Director Election Resolution. If the Resulting Issuer Director Election Resolution does not receive the requisite approval, the Business Combination will not proceed, unless such condition precedent is waived by the applicable parties. THE RESULTING ISSUER DIRECTOR ELECTION RESOLUTION IS BY ITS TERMS CONDITIONAL AND EFFECTIVE ONLY UPON THE COMPLETION OF THE BUSINESS COMBINATION. IF ANY OF THE ABOVE RESULTING ISSUER BOARD NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THEIR COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE RESULTING ISSUER DIRECTOR ELECTION RESOLUTION. WHILE THE SHAREHOLDERS WILL BE ASKED TO ELECT THE RESULTING ISSUER BOARD NOMINEES AS MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION UPON THE COMPLETION OF THE BUSINESS COMBINATION (THE “RESULTING ISSUER BOARD”), PURSUANT TO THE BCBCA, THE FIRST DIRECTORS OF THE CORPORATION UPON COMPLETION OF THE CONTINUANCE MAY BE THOSE INDIVIDUALS DESIGNATED BY THE CORPORATION AS THE FIRST DIRECTORS WHERE THOSE INDIVIDUALS HAVE CONSENTED TO SUCH DESIGNATION IN ACCORDANCE WITH THE BCBCA. AS A RESULT, SHOULD THE CORPORATION DEEM ADVISABLE PRIOR TO THE COMPLETION OF THE BUSINESS COMBINATION, IT MAY SET THE SIZE OF THE INITIAL RESULTING ISSUER BOARD TO MORE OR LESS THAN SIX (6) MEMBERS AND DESIGNATE INDIVIDUALS OTHER THAN OR IN ADDITION TO THE RESULTING ISSUER BOARD NOMINEES AS THE FIRST DIRECTORS OF THE CORPORATION UPON THE COMPLETION OF THE CONTINUANCE, PROVIDED THAT SUCH INDIVIDUALS HAVE DULY CONSENTED IN ACCORDANCE WITH THE BCBCA. See below for detailed information concerning the Resulting Issuer Board Nominees. Resulting Issuer Board Nominees Name and Municipality of Residence Position and Office held with the Corporation and Date First Appointed Principal Occupation last 5 years Number and Percentage of Common Shares Beneficially Owned or Controlled (1) Daniel Carcillo Chicago, Illinois n/a Founder and Chief Executive Officer of Wesana Nil Chad Bronstein Oak Brook, Illinois n/a Chief Executive Officer of Fyllo Inc. Chief Revenue Officer, Amobee, INC. Nil Mitch Kahn Headland Beach, Florida n/a Corporate Director Chief Executive Officer, Grassroots Cannabis Nil 22 George Steinbrenner IV Tampa Bay, Florida n/a President and Chief Executive Officer, Steinbrenner Racing Nil James Fadiman Menlo Park, California n/a Self-employed, independent researcher and writer Nil Robert Koffman Silver Spring, Maryland n/a Research, Aquilino Cancer Center Nil (1) Information concerning shares of the Corporation to be beneficially owned or controlled, directly or indirectly, by the Resulting Issuer Board Nominees on completion of the Business Combination, will be set out in the Listing Statement. Daniel Carcillo (Age 36) Daniel Carcillo is a two-time Stanley Cup Champion who played 9 seasons in the National Hockey League. Daniel experienced emotional, sexual and physical trauma within hockey’s culture and battled mental health and addiction issues during and post career. When he retired in 2015 at the age of 30, after sustaining his 7th concussion, he founded the Chapter 5 Foundation, a charitable organization that helps athletes transition into life after the game and began to embark on a journey of advocacy work. Daniel’s struggles with Post Concussion Syndrome symptoms led him to seek out psilocybin related treatments, the results of which inspired the formation of Wesana and its pursuit of developing and commercializing drug therapies using high dose psilocybin-assisted psychotherapy and psilocybin in a low dose, nonhallucinogenic form to treat, among other ailments, TBI related symptoms. In addition to the Chapter 5 Foundation, Daniel sits on the Decriminalize Nature National Advisory Board and the board of the Heroic Hearts Project, a registered non-profit that connects military veterans struggling with mental trauma to ayahuasca therapy retreats. Chad Bronstein (Age 34) Chad Bronstein is a graduate of Miami University and the founder of Fyllo Inc., a cloud-based software and services company that focuses on providing marketing, sales and compliance systems for companies in highly regulated industries. Prior to founding Fyllo, Chad served as the Chief Revenue Officer for Amobee Inc. after it was acquired by Adconian Media Group where he served as Senior Vice President of North American Sales and Partnerships. Chad is also a strategic advisor at OpenWeb. Mitch Kahn (Age 60) Over his career, Mitchell Kahn has demonstrated a successful track record of business management, strong leadership, and entrepreneurship. Mitch was the Co-Founder and Chief Executive Officer of Grassroots Cannabis, a private, vertically integrated, cannabis operation in the United States that was recently purchased by Curaleaf Holdings Inc. Mitch cofounded the company in 2014 and oversaw its growth to over 1100 team members across 11 states and the successful approval of more than 60 regulatory licenses in the emerging cannabis sector. Prior to Grassroots Cannabis, Mitch cofounded Frontline Real Estate Partners, a Chicago-based real estate investment and advisory company with expertise in the acquisition, development, management, disposition and leasing of commercial real estate properties throughout the United States. He actively serves as Chairman of Frontline Real Estate Partners and Fyllo Inc. He is also a director of both Curaleaf Holdings Inc. (CSE listed) and Flower One Holdings Inc. (CSE listed). George Steinbrenner IV (Age 24) George is an entrepreneur and philanthropist having established a talent management agency, a business incubator and the George4 Foundation. He is also the Founder, President and Chief Executive Officer of Steinbrenner Racing which is involved with the NTT INDYCAR Series. 23 James Fadiman (Age 82) James Fadiman has a PhD and MA in Psychology from Stanford University and a BA in Social Relations from Harvard University. He has been involved in researching psychedelics since the 1960’s and microdosing since 2010. He has authored numerous books including The Psychedelic Explorer’s Guide: Safe, Therapeutic, and Sacred Journeys. James has been an instructor of psychology and design engineering at Stanford University, San Francisco State University, Brandeis University and Sophia University (which he co-founded). James has been a corporate director for companies in various industries, including natural resource, real estate, computer science, water technology companies, an investment fund and several educational non-profits companies which include AVJ Management (2002– 2008), Racolin Management Corp. (1975-2003), Latinvest (l991–1995), Superstill Technology Inc. (l991–l994), Crosby Resources. (l980–l994) and Educational Computer Corp. (1983-86). Robert Koffman (Age 67) Robert Koffman, MD, MPH, is a retired Navy Medical Corps Captain, now caring for active duty and veteran populations in a volunteer capacity. Dr. Koffman finished his 32-year career as a psychiatrist and preventive medicine physician, his terminal assignment was the Chief of Clinical Operations at the National Intrepid Center of Excellence aboard the Walter Reed campus in Bethesda, Maryland. He served as the Navy’s first head of Combat and Operational Stress Control, which included advising the Navy Surgeon as Navy Medicine’s inaugural Director for Psychological Health. As Director of Deployment Health during the war in Iraq, Robert oversaw the management of over US$100 million in military spending to tackle the burgeoning problem of the “hidden wounds of war”, including psychological health issues and blast related Post-Traumatic Stress Disorder and mild Traumatic Brain Injury. A subject matter expert in operational medicine, psychiatry, and neuroscience, he has dedicated himself to improving the delivery of mental health care in operational settings. A medical acupuncturist, Robert is also passionate advocate for the promotion of non-stigmatizing (nontraditional) psychological services and integrative modalities. Dr. Koffman left active service in 2015 to begin his education in psychedelic assisted therapies and is currently completing a certificate in psychedelic assisted therapies and research curriculum at California Institute of Integral Studies. Robert is on track to study and assess MDMA-Assisted Therapy for PTSD under FDA approved expanded access this summer at the Bill Richards’ Center for Healing at the Aquilino Cancer Center, Rockville, MD. 7. Resulting Issuer Auditor Resolution At the Meeting, the Shareholders will be asked to approve the appointment of MNP LLP as auditors of the Corporation, conditional and effective only upon the completion of the Business Combination, and to authorize the directors of the Corporation to fix their remuneration. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the Resulting Issuer Auditor Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the Resulting Issuer Auditor Resolution. The Board unanimously recommends that Shareholders vote FOR the Resulting Issuer Auditor Resolution at the Meeting. THE RESULTING ISSUER AUDITOR RESOLUTION IS BY ITS TERMS CONDITIONAL AND EFFECTIVE ONLY UPON THE COMPLETION OF THE BUSINESS COMBINATION. 8. Resulting Issuer Equity Incentive Plan Resolution In connection with the Business Combination, and in particular the preponderance of employees of Wesana that are or are anticipated to be residents of the United States, the Corporation proposes to adopt a new equity incentive plan (the “New Equity Incentive Plan”), the full text of which is set forth in Schedule “D” to this Circular, to replace the Corporation’s stock option plan. At the Meeting, the Shareholders will be asked to consider and, if thought advisable, to approve, with or without variation, the Resulting Issuer Equity Incentive Plan Resolution, the full text of which is set forth in Schedule “D” to this Circular, approving the New Equity Incentive Plan. Shareholder approval of the New Equity Incentive Plan is necessary for certain purposes, including for the Corporation to facilitate grants of incentive stock options for purposes of Section 422 of the 24 United States Internal Revenue Code of 1986, as amended. If Shareholders do not approve the New Equity Incentive Plan, the New Equity Incentive Plan will not go into effect. To be effective, the Resulting Issuer Equity Incentive Plan Resolution requires the affirmative vote of not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. For purposes of approval of the Resulting Issuer Equity Incentive Plan Resolution, none of the current executive officers or directors of the Corporation, their associates or their permitted assigns will be eligible to participate in the New Equity Incentive Plan and thus none of their Common Shares will be excluded in determining whether the Resulting Issuer Equity Incentive Plan Resolution has been approved. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of Proxy will vote the Common Shares represented by such form of Proxy FOR the Resulting Issuer Equity Incentive Plan Resolution. If you do not specify how you want your Common Shares voted at the Meeting, the persons designated as proxyholders in the accompanying form of Proxy will cast the votes represented by your proxy at the Meeting FOR the Resulting Issuer Equity Incentive Plan Resolution. The Board unanimously recommends that Shareholders vote FOR the Resulting Issuer Equity Incentive Plan Resolution at the Meeting. THE NEW EQUITY INCENTIVE PLAN WILL ONLY BE ADOPTED BY THE CORPORATION IN THE EVENT THAT THE BUSINESS COMBINATION IS COMPLETED. Summary of New Equity Incentive Plan The principal features of the New Equity Incentive Plan are summarized below. Purpose The purpose of the New Equity Incentive Plan will be to enable the Corporation and its affiliated companies to: (i) promote and retain employees, officers, consultants, advisors and directors capable of assuring the future success of the Corporation, (ii) to offer such persons incentives to put forth maximum efforts, and (iii) to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership, thereby aligning the interests of such persons and Shareholders. The New Equity Incentive Plan permits the grant of (i) nonqualified stock options (“NQSOs”) and incentive stock options (“ISOs”) (collectively, “Options”), (ii) restricted stock awards, (iii) restricted stock units (“RSUs”), (iv) stock appreciation rights (“SARs”), (v) performance compensation awards (“Performance Awards”), and (vi) other stockbased awards, which are referred to herein collectively as “Awards,” as more fully described below. To the extent that the Resulting Issuer Board has not appointed a compensation committee of the Resulting Issuer Board (the “Compensation Committee”), all rights and obligations noted below of a Compensation Committee in respect of the New Equity Incentive Plan are to be those of the full Resulting Issuer Board. The Compensation Committee may delegate to one or more officers or directors of the Corporation the authority to grant Awards, subject to such terms, conditions and limitations as the Compensation Committee may establish in its sole discretion and provided that such delegation of authority would not cause the New Equity Incentive Plan to be non-compliant with applicable exchange rules or applicable corporate or securities law. If determined advisable by the Compensation Committee, it may determine that in lieu of Subordinate Voting Shares, any Award granted under the New Equity Incentive Plan may be subject to Multiple Voting Shares on an economically equivalent basis and with the necessary adjustments made to the terms and conditions of the Award. Eligibility Any of the Corporation’s employees, officers, directors, consultants and advisors, and certain recipients which may be respectively related to such persons, including their spouse and holding entities controlled by them or their spouse, are eligible to participate in the New Equity Incentive Plan if selected by the Compensation Committee (the “Participants”). The basis of participation of a person under the New Equity Incentive Plan, and the type and amount of any Award that a person will be entitled to receive under the New Equity Incentive Plan, will be determined by the Compensation Committee and therefore cannot be determined in advance. The maximum number of Subordinate Voting Shares that may be issued under the New Equity Incentive Plan shall be determined by the Resulting Issuer Board from time to time, but in no case shall exceed, in the aggregate, 15% of the number of Subordinate Voting Shares outstanding from time to time (including the number of Subordinate Voting Shares issuable on conversion of the Super Voting Shares and the Multiple Voting Shares outstanding from time to time). The Corporation will not grant ISOs in which the aggregate fair market value (determined as of the time the Option is granted) of the Subordinate Voting Shares with respect to which ISOs are exercisable for the first time by any Participant during 25 any calendar year (under this Plan and all other plans of the Corporation and its affiliates) shall exceed US$100,000. Any shares subject to an Award under the New Equity Incentive Plan that are forfeited, cancelled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a Participant shall again be available for Awards under the New Equity Incentive Plan. If, and so long as, the Corporation is listed on the CSE, the aggregate number of Subordinate Voting Shares issued or issuable to persons providing investor relations activities (as defined in CSE policies) as compensation within a one-year period, shall not exceed 1% of the total number of Subordinated Voting Shares then outstanding. In the event of any dividend (other than a regular cash dividend) or other distribution, recapitalization, forward or reverse stock split, reorganization, merger, arrangement, amalgamation, consolidation, split-up, spin-off, combination, repurchase or exchange of Subordinate Voting Shares or other securities of the Corporation, or other similar corporate transaction or event, which affects the Subordinate Voting Shares, the Compensation Committee may make such adjustment, which is appropriate in order to prevent dilution or enlargement of the rights of Participants under the New Equity Incentive Plan, to (i) the number and kind of shares which may thereafter be issued in connection with Awards, (ii) the number and kind of shares issuable in respect of outstanding Awards, (iii) the purchase price or exercise price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award, and (iv) any share limit set forth in the New Equity Incentive Plan. Awards Options The Compensation Committee is authorized to grant Options to purchase Subordinate Voting Shares that are either ISOs, meaning they are intended to satisfy the requirements of Section 422 of the United States Internal Revenue Code of 1986 (the “Code”), or NQSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the New Equity Incentive Plan will be subject to the terms and conditions established by the Compensation Committee. Under the terms of the New Equity Incentive Plan, unless the Compensation Committee determines otherwise in the case of an Option substituted for another Option in connection with a corporate transaction, the exercise price of the Options will not be less than the fair market value (as determined in accordance with the New Equity Incentive Plan) of the shares at the time of grant. In the event that the Subordinate Voting Shares are listed on the CSE, the fair market value will not be lower than the greater of the closing market price of the Subordinate Voting Shares on the CSE on (a) the trading day prior to the date of grant of the Options; and (b) the date of grant of the Options. Options granted under the New Equity Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee and specified in the applicable award agreement. The maximum term of an Option granted under the New Equity Incentive Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10% voting shareholder). Payment in respect of the exercise of an Option may be made, among other forms, in cash or by check, by surrender of shares (at their fair market value on the date of exercise) or by such other method as the Compensation Committee may determine to be appropriate. The Compensation Committee may, in its discretion, permit an Option to be exercised by delivering to the Participant a number of Subordinate Voting Shares having an aggregate fair market value (determined as of the date of exercise) equal to the excess, if positive, of the fair market value of the Subordinate Voting Shares underlying the Option being exercised on the date of exercise, over the exercise price of the Option for such Subordinate Voting Shares. Additional provisions set forth in the New Equity Incentive Plan shall apply to awards granted to California Participants if such award is granted in reliance on Section 25102(o) of the California Corporations Code. Restricted Stock A restricted stock award is a grant of Subordinate Voting Shares, which are subject to forfeiture restrictions during a restriction period. The Compensation Committee will determine the price, if any, to be paid by the Participant for each Subordinate Voting Share subject to a restricted stock award. The Compensation Committee may condition the expiration of the restriction period, if any, upon: (i) the Participant’s continued service over a period of time with the Corporation or its affiliates; (ii) the achievement by the Participant, the Corporation or its affiliates of any performance goals set by the Compensation Committee; or (iii) any combination of the above conditions as specified in the applicable award agreement. If the specified conditions are not attained, the Participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying Subordinate Voting Shares will be forfeited. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of Subordinate Voting Shares. During the restriction period, unless otherwise provided in the applicable award agreement, a Participant will have the right to vote the shares underlying the restricted stock; however, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses. The Compensation Committee may, in its discretion, accelerate the vesting and delivery of shares of restricted stock. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Corporation, the unvested portion of a restricted stock award will be forfeited. 26 RSUs RSUs are granted in reference to a specified number of Subordinate Voting Shares and entitle the holder to receive, on achievement of specific performance goals established by the Compensation Committee, after a period of continued service with the Corporation or its affiliates or any combination of the above as set forth in the applicable award agreement, one Subordinate Voting Share for each such Subordinate Voting Share covered by the RSU; provided, that the Compensation Committee may elect to pay cash, or part cash and part Subordinate Voting Shares in lieu of delivering only Subordinate Voting Shares. The Compensation Committee may, in its discretion, accelerate the vesting of RSUs. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Corporation, the unvested portion of the RSUs will be forfeited. Stock Appreciation Rights An SAR entitles the recipient to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of Subordinate Voting Shares over the period between the date of the grant of the SAR and the date of exercise. The grant price of the SAR as specified by the Compensation Committee may not be less than 100% of the fair market value of one Subordinate Voting Share on the date of grant of the SAR, unless the SAR is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Corporation or an affiliate (subject to applicable law and securities exchange rules). Any grant may specify a vesting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable. No SAR may be exercised more than ten years from the grant date. Upon a Participant’s termination of service, the same general conditions applicable to Options as described above would be applicable to the SAR. Performance Awards Participants may be granted Performance Awards that may be denominated or payable in cash, Subordinate Voting Shares (including, without limitation, restricted stock and RSUs), other securities, other Awards or other property. Performance Awards granted under the New Equity Incentive Plan will confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Compensation Committee shall establish. Subject to the terms of the New Equity Incentive Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award will be determined by the Compensation Committee. Other Stock-Based Awards The Compensation Committee may grant other awards that are denominated or valued in whole or in part by reference to Subordinate Voting Shares. The Compensation Committee shall determine the terms and condition of such awards. No other stock-based award shall contain a purchase right or option-like exercise feature. General The Compensation Committee may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the New Equity Incentive Plan shall be non-transferable except by will or by the laws of descent and distribution and except to limited related parties of the applicable Participant, including their spouse and holding entities controlled by them or their spouse. No Participant shall have any rights as a shareholder with respect to Subordinate Voting Shares covered by Options, SARs, restricted stock awards, RSUs, Performance Awards, or other stock-based awards, unless and until such Awards are settled in Subordinate Voting Shares. No Options (or, if applicable, SARs) shall be exercisable, no Subordinate Voting Shares shall be issued, no certificates for Subordinate Voting Shares shall be delivered and no payment shall be made under the New Equity Incentive Plan except in compliance with all applicable laws. The Resulting Issuer Board may amend, alter, suspend, discontinue or terminate the New Equity Incentive Plan and the Compensation Committee may amend any outstanding Award at any time; provided that (i) such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Shareholders if such approval is necessary to comply with any tax or regulatory requirement applicable to the New Equity Incentive Plan (including, without limitation, as necessary to comply with any applicable rules or requirements of a securities exchange), (ii) except as permitted by the New Equity Incentive Plan, no such amendment or termination may materially adversely affect Awards then outstanding without the Award holder’s permission, and (iii) such amendment, alteration, suspension, discontinuation, or termination is in compliance with CSE policies. No award agreement may accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in connection with a change in control event, unless such acceleration occurs upon the consummation of (or effective 27 immediately prior to the consummation of, provided that the consummation subsequently occurs) such change in control event. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Subordinate Voting Shares or other securities of the Corporation or any other similar corporate transaction or event involving the Corporation (or the Corporation shall enter into a written agreement to undergo such a transaction or event), the Compensation Committee or the Resulting Issuer Board may, in its sole discretion, provide for any (or a combination) of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs): • termination of the Award, whether or not vested, in exchange for cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights, • the replacement of the Award with other rights or property selected by the Compensation Committee or the Resulting Issuer Board, in its sole discretion, • assumption of the Award by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, • that the Award shall be exercisable or payable or fully vested with respect to all Subordinate Voting Shares covered thereby, notwithstanding anything to the contrary in the applicable award agreement, or • that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be but need not be the effective date of the transaction or event. To the full extent permitted by law, the members of the Resulting Issuer Board, the Compensation Committee and each person to whom the Compensation Committee delegates authority under the New Equity Incentive Plan will not be liable for any action taken or determination made in good faith with respect to the New Equity Incentive Plan or any Award made under the New Equity Incentive Plan, and will be entitled to indemnification by the Corporation, in addition to such other rights of indemnification they may have by virtue of their position with the Corporation, with regard to such actions and determinations. Tax Withholding The Corporation may take such action as it deems appropriate to ensure that all applicable federal, state, provincial, local and/or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. DISSENTING SHAREHOLDERS’ RIGHTS Registered Shareholders are entitled to exercise dissent rights with respect to the Continuance Resolution in the manner provided in section 185 of the OBCA (the “Dissent Rights”). Section 185 of the OBCA is reprinted in its entirety and attached to this Circular at Schedule “F”. The following summary is qualified by the provisions of section 185 of the OBCA. In the event the Continuance Resolution becomes effective, any Shareholder who dissents (a “Dissenting Shareholder”) and who complies with section 185 of the OBCA will be entitled to be paid by the Corporation the fair value for the Common Shares held by such Dissenting Shareholder determined as at the Closing Date. A registered Shareholder who wishes to exercise Dissent Rights must send a Notice of Dissent to the Corporation, such that it is received by the Corporation not later than the time of the Meeting (or any postponement or adjournment thereof), at 1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9, Attention: Chief Executive Officer. The filing of a Notice of Dissent does not deprive a Shareholder of the right to vote; however, the OBCA provides, in effect, that a Shareholder who has submitted a Notice of Dissent and who votes in favour of the Continuance Resolution will no longer be considered a Dissenting Shareholder with respect to the Common Shares voted in favour of the Continuance Resolution. The OBCA does not provide, and the Corporation will not assume, that a vote against the Continuance Resolution constitute a Notice of Dissent. In addition, the execution or exercise of a proxy does not constitute a Notice of Dissent. Under the OBCA, there is no right of partial dissent and, accordingly, a Dissenting Shareholder may 28 only dissent with respect to all Common Shares held on behalf of any one beneficial owner that are registered in the name of the Dissenting Shareholder. The Corporation is required, within 10 days after the Shareholders adopt the Continuance Resolution, to send to each registered Shareholder who has filed a Notice of Dissent, notice that the Continuance Resolution have been adopted, but such notice is not required to be sent to any registered Shareholder who voted for the Continuance Resolution or who has withdrawn such Notice of Dissent. A Dissenting Shareholder must then, within 20 days after the Dissenting Shareholder receives notice that the Continuance Resolution have been adopted or, if the Dissenting Shareholder does not receive such notice, within 20 days after the Dissenting Shareholder learns that the resolutions have been adopted, send to the Corporation a written notice (a “Payment Demand”) containing the name and address of the Dissenting Shareholder, the number of Common Shares in respect of which the Dissenting Shareholder dissents and a demand for payment of the fair value of such Common Shares. Within 30 days after a Payment Demand, the Dissenting Shareholder must send to the Corporation, the certificates representing the Common Shares in respect of which such Payment Demand was made. A Dissenting Shareholder who fails to send the certificates representing the Common Shares in respect of which the Dissent Right has been exercised has no right to make a claim under section 185 of the OBCA. The Corporation will endorse on share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the share certificates to the Dissenting Shareholder. On sending a Payment Demand to the Corporation, a Dissenting Shareholder ceases to have any rights as a Shareholder, other than the right to be paid the fair value of the Common Shares in respect of which such Payment Demand was made, except pursuant to the provisions of section 185 of the OBCA. The Corporation is required, not later than seven days after the later of the effective date of the Continuance or the date on which the Corporation received the Payment Demand of a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Payment Demand a written offer to pay (an “Offer to Pay”) for the Common Shares in respect of which such Payment Demand was made in an amount considered by the Board to be the fair value thereof, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay must be on the same terms. The Corporation is required to pay for the Common Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such Offer to Pay lapses if the Corporation does not receive an acceptance thereof within 30 days after the Offer to Pay has been made. If the Corporation fails to make an Offer to Pay for the Common Shares of a Dissenting Shareholder, or if a Dissenting Shareholder fails to accept an offer that has been made, the Corporation may, within 50 days after the effective date of the Continuance or within such further period as the Ontario Superior Court may allow, apply to the Ontario Superior Court to fix a fair value for the Common Shares of Dissenting Shareholders. If the Corporation fails to apply to the Ontario Superior Court, a Dissenting Shareholder may apply to the Ontario Superior Court for the same purpose within a further period of 20 days or within such further period as the Ontario Superior Court may allow. A Dissenting Shareholder is not required to give security for costs in such an application. Upon an application to the Ontario Superior Court, all Dissenting Shareholders whose Common Shares have not been purchased by the Corporation will be joined as parties and bound by the decision of the Ontario Superior Court and the Corporation will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of the right of such Dissenting Shareholder to appear and be heard in person or by counsel. Upon any such application to the Ontario Superior Court, the Ontario Superior Court may determine whether any person is a Dissenting Shareholder who should be joined as a party and the Ontario Superior Court will then fix a fair value for the Common Shares of all Dissenting Shareholders. The final order of the Ontario Superior Court will be rendered against the Corporation in favour of each Dissenting Shareholder and for the amount of the fair value of each Dissenting Shareholder’s Common Shares as fixed by the Ontario Superior Court. The Ontario Superior Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the effective date of the Continuance until the date of payment. The foregoing is only a summary of the provisions of section 185 of the OBCA, which provisions are technical and complex. It is suggested that any Shareholder wishing to exercise Dissent Rights seek legal advice as failure to comply strictly with the provisions of the OBCA may prejudice such Shareholder’s Dissent Rights. 29 ADDITIONAL INFORMATION Financial information pertaining to the Corporation is provided in the Corporation’s financial statements and management’s discussion and analysis (“MD&A”) for the financial year ended April 30, 2020. Copies of the Corporation’s financial statements and related MD&A can be obtained from the Corporation at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9. Additional Information relating to the Corporation is available on the SEDAR website at www.sedar.com. DIRECTOR APPROVAL The contents of this Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board. March 8, 2021 (signed) “Michael Lerner” Michael Lerner Chief Executive Officer & Director SCHEDULE “A” NAME CHANGE RESOLUTION “BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The articles of Debut Diamonds Inc. (“DDI”) shall be amended to change the name of DDI to “Wesana Health Holdings Inc.”, or such other name as the board of directors of DDI, in its sole discretion, deems appropriate and is acceptable to the applicable regulatory authorities; 2. DDI shall deliver the articles of amendment reflecting such name change in the prescribed form to the Director appointed under the Business Corporations Act (Ontario); 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of DDI, the board of directors of DDI is hereby authorized and empowered, if it decides not to proceed with the aforementioned name change at any time prior to the completion thereof, to revoke this resolution without further notice to or approval of the shareholders; and 4. Any one or more director or officer of DDI is hereby authorized, for and on behalf and in the name of DDI, to execute and deliver, whether under corporate seal of DDI or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument or the doing of any such act or thing.” SCHEDULE “B” CONSOLIDATION RESOLUTION “BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The authorized share capital of Debut Diamonds Inc. (“DDI”) shall be altered by consolidating all of the issued and outstanding common shares of DDI at a ratio of up to 50 old shares to 1 new share and the board of directors of DDI is hereby authorized to fix the actual consolidation ratio; 2. Any fractional common share arising from the consolidation of the common shares of DDI will be deemed to have been tendered by its registered owner to DDI for cancellation for no consideration; 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of DDI, the board of directors of DDI is hereby authorized and empowered, if it decides not to proceed with the aforementioned consolidation at any time prior to the completion thereof, to revoke this resolution without further notice to or approval of the shareholders; and 4. Any one or more director or officer of DDI is hereby authorized, for and on behalf and in the name of DDI, to execute and deliver, whether under corporate seal of DDI or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument or the doing of any such act or thing.” SCHEDULE “C” CONTINUANCE RESOLUTION “BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The continuance (the “Continuance”) of Debut Diamonds Inc. (“DDI”) out of the Province of Ontario and into the Province of British Columbia under the Business Corporations Act (British Columbia) (the “BCBCA”) be and the same is hereby authorized and approved; 2. Any director or officer of DDI be and is hereby authorized and directed to submit a name reservation request with the British Columbia Registrar of Companies (the “BC Registrar”), request a consent letter from the Ontario Ministry of Finance, obtain the requisite consent from the Ontario Securities Commission and make application to the Ontario Ministry of Government and Consumer Services for authorization to permit the Continuance in accordance with section 181 of the Business Corporations Act (Ontario) (the “OBCA”); 3. Pursuant to section 181 of the OBCA, any one director of DDI be and is hereby authorized and directed to apply to the BC Registrar for a Certificate of Continuation (the “Certificate”) continuing DDI, as if it had been incorporated under the laws of the Province of British Columbia, in accordance with the BCBCA; 4. Subject to the issuance of the Certificate and without affecting the validity of DDI and the existence of DDI by or under its Articles of Incorporation and By-laws, each as amended, DDI’s constating documents shall be substituted with Notice of Articles and Articles as required under the BCBCA (the “BC Constating Documents”); 5. DDI be and is hereby authorized and directed to prepare a continuation application (the “Continuation Application”) substantially in the form as appended to Schedule “C” of the Circular, which shall include the BC Constating Documents substantially in the form as appended to Schedule “C” of the Circular; 6. Any one director of DDI be and is hereby authorized and directed to execute the BC Constating Documents, as required pursuant to section 302(c) of the BCBCA; 7. Any director or officer of DDI be and is hereby authorized and directed to file the Continuation Application with the BC Registrar to effect the Continuance; 8. Notwithstanding that this resolution has been duly passed by the holders of common shares of DDI, the board of directors of DDI is hereby authorized and empowered, if it decides not to proceed with the Continuance at any time prior to the completion thereof, to revoke this resolution without further notice to or approval of the shareholders; and 9. Any one or more director or officer of DDI is hereby authorized, for and on behalf and in the name of DDI, to execute or cause to be executed, under the seal of DDI or otherwise, and to deliver or cause to be delivered, such other agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby (including, without limitation, the execution and filing of such articles and applications and of certificates or other assurances that the Continuance will not adversely affect creditors or shareholders of DDI), such determination to be conclusively evidenced by the execution and delivery of any such document or instrument or the doing of any such act or thing.