NIAGARA VENTURES CORPORATION

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To be held on January 11, 2016

MANAGEMENT INFORMATION CIRCULAR

December 7, 2015

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NIAGARA VENTURES CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders of Niagara Ventures

Corporation (the “Corporation”) will be held at the offices of Wildeboer Dellelce LLP, 365 Bay Street, Suite 800,

Toronto, Ontario, M5H 2V1 on Monday, January 11, 2016 at 10:00 a.m. (Toronto time) (the “Meeting”), for the

following purposes:

1. TO RECEIVE the annual financial statements of the Corporation for the fiscal year ended May 31, 2015,

together with the auditors’ report thereon;

2. TO ELECT the directors of the Corporation to serve from the close of the Meeting until the close of the

next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;

3. TO APPOINT the auditors of the Corporation and authorize the directors to fix their remuneration;

4. TO CONSIDER and, if thought advisable, to pass an ordinary resolution re-approving and confirming the

stock option plan of the Corporation (the “Option Plan”), including the reservation for issuance under the

Option Plan at any time of a maximum of 10% of the issued and outstanding shares of the Corporation, in

accordance with the policies of the TSX Venture Exchange; and

5. TO TRANSACT such other business as may properly come before the Meeting or any adjournment thereof.

Details of the foregoing matters are contained in the accompanying management information circular of the

Corporation, which is a TSX Venture Exchange listed company.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her

executed form of proxy with the Corporation’s transfer agent and registrar, Equity Financial Trust Company, 200

University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 (Attention: Proxy Department), or sent by facsimile to

Equity Financial Trust Company at (416) 595-9593, or voted online by going to www.voteproxyonline.com and

following the instructions on the website, on or before 10:00 a.m. (Toronto time) on Thursday, January 7, 2016, or at

least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting

at which the proxy is to be used.

DATED: December 7, 2015.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Ron McEachern"

Ron McEachern

Chief Executive Officer and Corporate Secretary

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NIAGARA VENTURES CORPORATION

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF

PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation

by management of Niagara Ventures Corporation (the “Corporation”) of proxies to be used at an

annual and special meeting of the shareholders of the Corporation to be held at the offices of

Wildeboer Dellelce LLP, 365 Bay Street, Suite 800, Toronto, Ontario on Monday, January 11, 2016, at

10:00 a.m. (Toronto time) (the “Meeting”) and at any adjournment thereof, for the purposes set forth in

the enclosed notice of annual and special meeting of shareholders (the “Notice of Meeting”).

Proxies will be solicited primarily by mail but may also be solicited personally, by telephone or by facsimile

by the directors or officers of the Corporation at nominal costs. The costs of solicitation will be borne by the

Corporation. Pursuant to National Instrument 54-101 – “Communication with Beneficial Owners of

Securities of a Reporting Issuer” (“NI 54-101”), arrangements have been made with clearing agencies,

brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial

owners of the common shares of the Corporation. The Corporation will provide, without cost to such persons,

upon request to the Corporation, additional copies of the foregoing documents required for this purpose.

Except where otherwise indicated, information contained in this Circular is given as of December 7, 2015

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to “$” are to

Canadian dollars.

The Corporation has elected not to send proxy-related materials to registered holders or Beneficial Holders (as

hereinafter defined) of the common shares of the Corporation using the notice-and-access delivery

procedures defined under NI 54-101 and National Instrument 51-102 – “Continuous Disclosure Obligations”.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the

Corporation as a substantial number of shareholders do not hold common shares of the

Corporation in their own name and thus are considered non-registered beneficial shareholders.

Shareholders who do not hold common shares of the Corporation in their own name (“Beneficial Holders”)

should note that only proxies deposited by shareholders whose names appear on the records of the Corporation

as the registered holders of common shares can be recognized and acted upon at the Meeting. If common

shares of the Corporation are listed in an account statement provided to a shareholder by a broker then, in

almost all cases, those common shares will not be registered in the shareholder’s name on the records of

the Corporation. Common shares beneficially owned by Beneficial Holders are typically registered either: (i) in the name of an intermediary (an “Intermediary”) (including, among others, banks, trust companies,

securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and

similar plans) that the Beneficial Holder deals with in respect of the common shares, or (ii) in the name of

a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a

participant. In accordance with the requirements of the Canadian Securities Administrators, the Corporation

will have distributed copies of the Notice of Meeting, this Circular and the enclosed form of proxy to the

Intermediaries or clearing agencies for onward distribution to Beneficial Holders. If you are a Beneficial

Holder, your Intermediary will be the entity legally entitled to vote your common shares at the Meeting.

Common shares of the Corporation held by an Intermediary can only be voted upon the instructions of the

Beneficial Holder. Without specific instructions, Intermediaries are prohibited from voting common shares.

Applicable regulatory policies require Intermediaries to seek voting instructions from Beneficial Holders in

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advance of the Meeting. Often, the form of proxy supplied to a Beneficial Holder by its Intermediary is

identical to the form of proxy provided to registered shareholders; however, its purpose is limited to

instructing the registered shareholder how to vote on behalf of the Beneficial Holder. The majority of

Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial

Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form in lieu of the

form of proxy. The Beneficial Holder is requested to complete and return the voting instruction form to

Broadridge by mail or facsimile. Alternatively, the Beneficial Holder may call a toll-free telephone

number or access the Internet to provide instructions regarding the voting of common shares held by the

Beneficial Holder. Broadridge then tabulates the results of all instructions received and provides appropriate

instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Holder

receiving a voting instruction form cannot use that voting instruction form to vote common shares of the

Corporation directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge

well in advance of the Meeting in order to have such common shares voted.

Beneficial Holders should ensure that instructions respecting the voting of their common shares of the

Corporation are communicated in a timely manner and in accordance with the instructions provided by

their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures

and provides its own return instructions to clients, which should be carefully followed by Beneficial

Holders in order to ensure that their common shares are voted at the Meeting.

Although a Beneficial Holder may not be recognized directly at the Meeting for the purpose of voting

common shares of the Corporation registered in the name of their Intermediary, a Beneficial Holder

may attend the Meeting as proxyholder for the Intermediary and vote the common shares in that capacity.

Beneficial Holders who wish to attend the Meeting and indirectly vote their common shares as a

proxyholder should enter their own names in the blank space on the form of proxy or voting

instruction form provided to them by their Intermediary or Broadridge, as applicable, and return the

same in accordance with the instructions provided by their Intermediary and/or Broadridge, as

applicable, well in advance of the Meeting.

The purpose of the above-noted procedures is to permit Beneficial Holders to direct the voting of the common

shares of the Corporation which they beneficially own. Beneficial Holders should carefully follow the

instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding

when and where the form of proxy or voting instruction form is to be delivered.

NOTICE TO BENEFICIAL HOLDERS

Beneficial Holders who have not objected to their Intermediary disclosing certain ownership information

about themselves to the Corporation are referred to as non-objecting beneficial owners, or “NOBOs”.

Beneficial Holders who have objected to their Intermediary disclosing the ownership information about

themselves to the Corporation are referred to as objecting beneficial owners, or “OBOs”. In accordance with

the requirements of NI 54-101, the Corporation is sending the Notice of Meeting, this Circular, and a form

of proxy or voting instruction form, as applicable (collectively, the “Meeting Materials”) directly to the

NOBOs and, indirectly, through Intermediaries to the OBOs. These Meeting Materials are being sent to both

registered and non-registered owners of the securities. If you are a Beneficial Holder, and the Corporation or

its agent has sent these materials directly to you, your name and address and information about your holdings

of securities have been obtained in accordance with applicable securities regulatory requirements from the

Intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and

not the Intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to

you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in

the request for voting instructions. The Corporation has determined to pay the fees and costs of Intermediaries

for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

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EXERCISE OF DISCRETION BY PROXYHOLDERS

The common shares of the Corporation represented by proxies in favour of management nominees will be

voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be

called for and, if a shareholder specifies a choice with respect to any matter to be acted upon at the

Meeting, the shares represented by proxy shall be voted accordingly.

If a specification is not made with respect to any matter, the proxy will confer discretionary authority and will

be voted:

(a) FOR the election of the nominees identified in this Circular as directors of the Corporation; (b) FOR the re-appointment of MNP LLP as independent auditors of the Corporation; and

(c) FOR the ordinary resolution re-approving and confirming the stock option plan of the

Corporation (the “Option Plan”), including the reservation for issuance under the Option Plan

at any time of a maximum of 10% of the issued and outstanding shares of the Corporation, in

accordance with the policies of the TSX Venture Exchange (the “TSX-V”).

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

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with

respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to

any other matters which may properly come before the Meeting in such manner as such person, in his

or her judgment, may determine. At the date of this Circular, management of the Corporation knows of no

such amendments, variations or other matters to come before the Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. A

shareholder has the right to appoint a person (who need not be a shareholder of the Corporation) other

than the persons specified in the form of proxy to attend and act on behalf of that shareholder at the

Meeting. This right may be exercised by striking out the names of the persons specified in the form of

proxy, inserting the name of the person to be appointed in the blank space provided in the form of proxy,

signing the form of proxy and returning it in the manner set out in the form of proxy.

A shareholder who has given a proxy may revoke it:

(i) by depositing an instrument in writing, including another completed form of proxy, executed by that

shareholder or shareholder’s attorney authorized in writing either:

(A) at the registered office of the Corporation at any time up to and including the last business day

preceding the date of the Meeting or any adjournment of the Meeting; or

(B) with the chair of the Meeting prior to the commencement of the Meeting on the day of the

Meeting or any adjournment of the Meeting; or

(ii) by any other manner permitted by law.

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RECORD DATE

The Corporation’s list of shareholders as of the close of business on Monday, December 7, 2015 (the

“Record Date”) has been used to deliver to shareholders the Notice of Meeting and this Circular as well as to

determine who is eligible to vote at the Meeting.

QUALIFYING TRANSACTION

The Corporation was incorporated under the Business Corporations Act (Ontario) on May 25, 2012. On

August 23, 2012, the Corporation completed an initial public offering to be classified as a Capital Pool

Corporation as defined in Policy 2.4 of the TSX-V (the “CPC Policy”). The principal business of the

Corporation at that time was the identification and evaluation of assets or businesses with a view to

completing a qualifying transaction under the CPC Policy.

Effective December 5, 2014, the Corporation completed a qualifying transaction (the “Qualifying

Transaction”), in accordance with the CPC Policy, by way of its acquisition of 100% of the outstanding

common shares of Blu-Dot Beverages Corporation Inc. (“Blu-Dot”). Blu-Dot is now the main operating

subsidiary of the Corporation and is in the business of producing a line of refreshing and healthy functional tea

based beverages with protein and fibre that it sells and markets to specialty health and grocery retailers in

North America.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or an executive officer of the Corporation at any time since the beginning

of its last completed financial year, proposed nominee for election as a director of the Corporation or any

associate of any such director, executive officer or proposed nominee, has any material interest, direct or

indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the

Meeting, except as disclosed in this Circular.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Corporation consists of an unlimited number of common shares.

As at the date hereof, there are 19,966,032 common shares of the Corporation issued and outstanding

(6,286,496 of which are held in escrow pursuant to the policies of the TSX-V), each of which carries the right

to one vote in respect of all matters that may come before the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at the date of this Circular, no

person beneficially owns, controls or directs, directly or indirectly, securities carrying 10% or more of the

voting rights attached to all classes of outstanding voting securities of the Corporation, except as follows:

Shareholder Number of Common Shares % of Outstanding Common Shares

Kevin Stratton 4,442,890(1)

22.3%

Notes:

(1) Includes 3,998,600 common shares subject to escrow under the policies of the TSX-V.

PRESENTATION OF FINANCIAL STATEMENTS The audited financial statements of the Corporation for the financial year ended May 31, 2015, together with

the report of the auditors thereon, will be presented to the shareholders at the Meeting. Receipt at the

Meeting of the financial statements of the Corporation for the financial year ended May 31, 2015, and the

auditors’ report thereon, will not constitute approval or disapproval of any matters referred to therein.

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ELECTION OF DIRECTORS The articles of the Corporation provide for a minimum of three (3) and a maximum of ten (10) directors on

the board of directors of the Corporation (the “Board”). The number of directors of the Corporation is

currently fixed at five (5).

At the Meeting, shareholders are required to elect the directors of the Corporation to hold office until the close

of the next annual meeting of shareholders or until their successors are elected or appointed, as the case may

be, unless his office is earlier vacated in accordance with the articles of the Corporation or the provisions of

the Business Corporations Act (Ontario).

See below for detailed information concerning the proposed directors.

Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass an ordinary

resolution, the text of which is as follows:

“BE IT RESOLVED that:

(1) the election of each of Larry Phillips, Scott Anderson, Jeffrey Mores, Ron McEachern

and Scot Martin as directors of the Corporation to hold office until the close of the next

annual meeting of shareholders of the Corporation or until their successors are elected

or appointed is hereby approved; and

(2) any director or officer of the Corporation is hereby authorized for and on behalf of the

Corporation to execute and deliver all documents and instruments and to take such

other actions as such director or officer may determine to be necessary or desirable to

implement these resolutions and the matters authorized hereby, such determination to

be conclusively evidenced by the execution and delivery of any such documents or

instruments and the taking of any such actions.”

The Board recommends that shareholders vote FOR the election of the directors as set forth above and

herein. Unless the shareholder directs that his, her or its shares are to be withheld from voting in

connection with the election of directors, the persons named in the enclosed form of proxy will vote

FOR the election of the directors as set forth above and herein. The Corporation does not contemplate

that any of such nominees will be unable to serve as directors; however, if for any reason any of the

proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons

designated as proxyholders in the accompanying form of proxy will be voted FOR another nominee in

their discretion unless the shareholder has specified in his or her form of proxy that his or her common

shares are to be withheld from voting in the election of directors.

The following table and the notes thereto state the name and the province of residence of all nominees for

election as directors of the Corporation, the month and year during which each of them first became a director

of the Corporation, all positions and offices with the Corporation held by each of them, the principal

occupation of each of them during the prior five year period and the number of common shares of the

Corporation beneficially owned, or controlled or directed, directly or indirectly, by each of them. The

Corporation has an audit committee (the “Audit Committee”), the members of which are also identified

below. The Corporation has no other committees as of the date of this Circular.

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Name and Province of

Residence and

Position(s) with the

Corporation

Principal

Occupation

During Prior Five (5) Year Period

Director

Since Number of Common

Shares Beneficially

Owned, or

Controlled or

Directed, Directly or

Indirectly(1)

Larry Phillips(2)(3)

Toronto, Ontario

Chairman, Director

President of Corplex Management

Services, 2011 to present.

Executive Vice President Corporate Affairs

of Iamgold Corporation, 2005 to 2011.

May 25, 2012 437,500(4)

Scott Anderson(2)

Tottenham, Ontario

Director

President of The Catalyst Company since

1998.

May 25, 2012 1,110,780(5)

Jeffrey Mores

Toronto, Ontario

General Manager (Blu-

Dot), Director

General Manager of Blu-Dot since June

2015.

Independent Financial Consultant Principal,

Mores & Company Inc.

May 25, 2012 375,000(6)

Ron McEachern(3)

Toronto, Ontario

Chief Executive Officer,

Corporate Secretary,

Director

Independent Business Consultant; Adjunct

Professor; PepsiCo Asia from 1996 to 2008

October 30,

2014

555,555(7)

Scot Martin(2)

Toronto, Ontario

Director

Chairman and Co-CEO of youRhere Inc. December 5,

2014

625,000(8)

Notes:

(1) This information, not being within the knowledge of the Corporation, has been furnished by the respective

individuals.

(2) Member of the Audit Committee. Scott Anderson is the Chair of the Audit Committee.

(3) The Board intends to appoint Ron McEachern as Chairman of the Board at a meeting of directors to be held

immediately following the Meeting.

(4) Includes 281,250 common shares issued and subject to escrow under the CPC Policy.

(5) Includes 531,252 common shares subject to escrow under the policies of the TSX-V.

(6) Includes 281,250 common shares issued and subject to escrow under the CPC Policy.

(7) Includes 500,001 common shares subject to escrow under the policies of the TSX-V.

(8) Includes 562,500 common shares subject to escrow under the policies of the TSX-V.

As at the date hereof, the directors and officers of the Corporation own, control or direct, directly or

indirectly, in the aggregate, 3,103,835 common shares of the Corporation, representing approximately

15.6% of the issued and outstanding Common Shares.

Biographies of Proposed Directors The following are short biographies of each nominee for election as a director of the Corporation: Larry Phillips - Mr. Phillips is the President of Corplex Management Services, providing corporate advisory

services and directorship to public and private companies. Mr. Phillips was a founder of Iamgold Corporation in

1990 and served as an executive officer of the company until his retirement as Executive Vice President,

Corporate Affairs in June 2011. Mr. Phillips is a graduate of Osgoode Hall Law School and a member of the

Law Society of Upper Canada; he served as VP Corporate Development and General Counsel of Iamgold

Corporation from 1995 to 2005 and Executive Vice President, Corporate Affairs of Iamgold Corporation from

2005 to 2011. Mr. Phillips serves and has served on the boards of a number of public and private companies

and charitable organizations, including Euro Resources S.A., Gowest Gold Ltd., The World Gold Council and

Toronto East General Hospital.

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Scott Anderson - Mr. Anderson is the President of The Catalyst Company (since 1998), which provides board,

management and investment advisory services to emerging growth businesses. Previously, he was the President

and COO of the Rider Travel Group, a travel services business. Mr. Anderson has extensive public and private

company board experience, including People Corporation, Comcare Health, Sleep Country Canada Income

Fund, Listen UP, Stevenson Memorial Hospital, Vickers & Benson, The Look Company and others. Mr.

Anderson is a Chartered Accountant.

Jeffrey Mores - Mr. Mores has considerable financial and operational expertise working with small- and

medium-size business. He has been the General Manager of Blu-Dot since June 2015 and was the Founding

Principal of Mores & Company Inc., a boutique Canadian estate planning and life insurance firm. Mores & Co.

is primarily focused on the successful transition of private family enterprises, either to the next generation or

new owners entirely. Mr. Mores began his career in 1998 with London Life and in 2001 he co-founded and led

the western Canadian growth of IQ Partners, a Toronto-based executive recruitment firm. Mr. Mores has served

on the advisory board of a number of charitable organizations, including Habitat for Humanity Toronto and

Toronto East General Hospital Children’s Emergency.

Ron McEachern - Mr. McEachern is a packaged goods and beverages industry expert. During a 23 year career

at PepsiCo, Mr. McEachern led food and beverage operations in Canada, the US, Northern Europe and

Asia. At the time of his retirement in 2008, Mr. McEachern was the President of PepsiCo Asia, overseeing all

aspects of the PepsiCo foods and beverages business for Asia including India, China, Japan, Australia and

South Asia. Since retiring from PepsiCo, Mr. McEachern has been consulting with companies seeking to enter

Asia and lecturing on general management in China as an Adjunct Professor in a number of universities. Prior

to joining Pepsico, Mr. McEachern was involved in the packaged goods industry with Procter and Gamble.

Scot Martin - Mr. Martin is the co-owner, Chairman and Co-CEO of youRhere Inc., a leader in the interactive

segment of Canada’s digital signage industry. Prior to joining youRhere Inc., Mr. Martin spent 30 years as a

corporate and investment banking professional, holding a number of senior positions in the industry, including:

Managing Director and Head of Investment Banking at Scotia Capital Markets; Deputy Chairman and Co-

Head, Canadian Relationship Management at Scotia Capital; Vice-Chairman, Corporate and Investment

Banking at National Bank Financial; and Partner at Blair Franklin Capital Partners. Mr. Martin serves and has

served on the boards of a number of public and private companies and charitable organizations, including

Discovery Capital Corporation and the Branksome Hall School Board of Governors and Foundation.

Directorships with Other Reporting Issuers

The following nominees for election as directors of the Corporation currently serve on the board of directors

of reporting issuers (or the equivalent in a jurisdiction outside of Canada) other than the Corporation as listed

below:

Name Name of Reporting Issuer Name of Exchange or Market

Larry Phillips Gowest Gold Ltd. TSX-V

Scott Anderson

People Corporation TSX-V

Cease Trade Orders, Penalties and Sanctions and Bankruptcies

No proposed director of the Corporation is or, within 10 years before the date hereof, has been: (a) a director,

chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was

subject to an order that was issued while the proposed director was acting in the capacity as director,

chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the

proposed director ceased to be a director, chief executive officer or chief financial officer and which

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resulted from an event that occurred while that person was acting in the capacity as director, chief

executive officer or chief financial officer; or (b) a director or executive officer of any company (including the

Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to

act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or

insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or

had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph,

“order” means a cease trade order, an order similar to a cease trade order or an order that denied the

relevant company access to any exemption under securities legislation, in each case that was in effect for a

period of more than 30 consecutive days.

No proposed director of the Corporation has been subject to any: (a) penalties or sanctions imposed by a court

relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into

a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions

imposed by a court or regulatory body that would be likely to be considered important to a reasonable security

holder in deciding whether to vote for a proposed director.

No proposed director of the Corporation has, within the 10 years before the date hereof, become bankrupt,

made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted

any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee

appointed to hold the assets of the director.

APPOINTMENT OF AUDITORS At the Meeting, it is proposed that MNP LLP, who were first appointed as auditors of the Corporation on

May 25, 2012, be re-appointed as auditors of the Corporation to hold office until the next annual meeting of

shareholders at remuneration to be fixed by the Board.

The Board recommends that shareholders vote FOR the re-appointment of MNP LLP as auditors of

the Corporation and to authorize the Board to fix the remuneration of the auditors. Unless the

shareholder directs that his, her or its shares are to be withheld from voting in connection with the

appointment of auditors, the persons named in the enclosed form of proxy will vote FOR the re-

appointment of MNP LLP as auditors of the Corporation and to authorize the Board to fix the

remuneration of the auditors.

RE-APPROVAL OF STOCK OPTION PLAN

On September 22, 2014, the Corporation adopted the Option Plan, a complete copy of which is attached as

Schedule “A” to this Circular. The Corporation has established the Option Plan to provide long term

incentives to eligible directors, officers and consultants of the Corporation.

The purpose of the Option Plan is to attract, retain, motivate and compensate persons who are integral for the

growth and success of the Corporation. The aggregate number of common shares reserved for issuance upon

the exercise of options (“Options”) pursuant to the Option Plan is such number of common shares as is equal

to 10% of the number of issued and outstanding common shares from time to time. The number of issued and

outstanding common shares has not changed since the completion of the Qualifying Transaction. Any

exercises of Options will make new grants available under the Option Plan, effectively resulting in re-loading

of the number of options available to grant under the Option Plan. The term of any option granted under the

Option Plan shall not exceed 10 years from the date of grant.

Pursuant to TSX-V Policy 4.4 – “Incentive Stock Options”, a listed corporation is required to obtain the

approval of its shareholders for a “rolling” stock option plan at each annual meeting of shareholders. The

Option Plan is a “rolling” stock option plan as the aggregate number of common shares of the Corporation

reserved for issuance upon the exercise of the Options pursuant to the Option Plan is such number of common

shares as is equal to 10% of the total number of common shares issued and outstanding from time to time.

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Accordingly, shareholders will be asked to approve the following resolution approving and adopting the

Option Plan. The Option Plan is attached as Schedule “A” to this Circular and the foregoing discussion of

the Option Plan is qualified in its entirety by reference thereto.

At the Meeting, the shareholders of the Corporation will be asked to approve the following resolution (the

“Option Plan Resolution”):

“BE IT RESOLVED THAT:

(1) Subject to the receipt of all requisite regulatory approval, the Corporation’s stock

option plan (the “Option Plan”), in substantially the form set out in Schedule “A” to

the Management Information Circular of the Corporation dated December 7, 2015, be

and it is hereby re-approved and confirmed, including the reservation for issuance

under the Option Plan at any time of a maximum of 10% of the then issued and

outstanding shares of the Corporation, in accordance with the policies of the TSX

Venture Exchange;

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

maximum of 10% of the issued and outstanding shares of the Corporation; and

(3) any director or officer of the Corporation is hereby authorized for and on behalf of the

Corporation to execute and deliver all documents and instruments and to take such

other actions as such director or officer may determine to be necessary or desirable to

implement these resolutions and the matters authorized hereby, such determination to

be conclusively evidenced by the execution and delivery of any such documents or

instruments and the taking of any such actions.”

The Board recommends that shareholders vote FOR the approval of the Option Plan Resolution.

Unless the shareholder directs that his, her or its shares are to be voted against the approval of the

Option Plan Resolution, the persons named in the enclosed form of proxy intend to vote FOR the

approval of the Option Plan Resolution. A majority of votes cast by the shareholders at the Meeting is

required for the approval of the Option Plan Resolution.

STATEMENT OF EXECUTIVE COMPENSATION

A Named Executive Officer (“NEO”) means: (a) the Corporation’s Chief Executive Officer; (b) the

Corporation’s Chief Financial Officer; (c) the Corporation’s three other most highly compensated executive

officers at the end of the financial year ended May 31, 2015 whose total compensation was, individually, more

than $150,000; and (d) each individual who would be an NEO but for the fact that the individual was neither

an executive officer of the Corporation, nor serving in a similar capacity, at the end of the financial year ended

May 31, 2015. For the financial year ended May 31, 2015, the Corporation had three NEOs, namely: Ron McEachern, Chief

Executive Officer, Corporate Secretary and Director, Scott Anderson, Chief Financial Officer and Director,

and Larry Phillips, the current Chairman and former Chief Executive Officer and Corporate Secretary of the

Corporation. Each of the NEOs are also directors of the Corporation. Compensation Discussion and Analysis During the financial year ended May 31, 2015, the Corporation did not pay any kind of remuneration,

including salaries, consulting fees, management fees or directors’ fees, except the granting of Options, which

is detailed below.

- 12 -

Summary Compensation Table for NEOs The following table sets forth the compensation earned in the financial years ended May 31, 2015, May 31,

2014 and May 31, 2013 by the NEOs.

Name and Principal

Position

Year

Salary

($)

Option- Based

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

Total

Compensation ($)

Ron McEachern, CEO

(1)

2015

2014

2013

Nil

N/A

N/A

960

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

960

N/A

N/A

Scott Anderson, CFO

(2)

2015

2014

2013

Nil

Nil

Nil

960

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

960

Nil

Nil

Larry Phillips, CEO

(3)

2015

2014

2013

Nil

Nil

Nil

960

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

960

Nil

Nil

Notes:

(1) Ron McEachern was appointed Chief Executive Officer and Corporate Secretary on December 5, 2014 in

connection with the Qualifying Transaction. The information noted herein relates to Mr. McEachern’s services

as an NEO. Mr. McEachern did not receive any additional compensation for his role as a director of the

Corporation.

(2) Scott Anderson resigned as Chief Financial Officer on June 22, 2015 following the successful completion of

the Qualifying Transaction and the hiring of John Ross as the Corporation’s permanent Chief Financial Officer.

The information noted herein relates to Mr. Anderson’s services as an NEO. Mr. Anderson did not receive any

additional compensation for his role as a director of the Corporation.

(3) Larry Phillips resigned as Chief Executive Officer and Corporate Secretary on December 5, 2014 in

connection with the Qualifying Transaction. The information noted herein relates to Mr. Phillips’s services as an

NEO. Mr. Phillips did not receive any additional compensation for his role as a director of the Corporation.

Incentive Plan Awards Outstanding Option-Based Awards of NEOs During the financial year ended May 31, 2015, options were granted to the NEOs of the Corporation as

follows:

Option-based awards

Name Number of securities

underlying unexercised

options

(#)

Option exercise

price

($)

Option expiry

date

Value of

unexercised in-the-

money options

($) (1)

Larry Phillips 190,000 $0.20 18/2/2023 Nil

Ron

McEachern

190,000 $0.20 18/2/2023 Nil

Scott Anderson 190,000 $0.20 18/2/2023 Nil

Notes:

(1) Based on the difference between the exercise price of the options and the closing market price of the

Corporation’s common shares on the TSX-V on May 29, 2015, being $0.105.

For further details concerning the Option Plan, see “Securities Authorized for Issuance Under

Equity Compensation Plans – Option Plan” and “Re-Approval of Stock Option Plan”.

- 13 -

NEO Incentive Plan Awards – Value Vested or Earned During the Year Ended May 31, 2015 There are no incentive plan awards in which the value vested during the financial year ended May 31, 2015

for the NEOs.

Termination and Change of Control Benefits There are no arrangements currently in effect that would provide for any payment to an NEO upon

termination of employment or upon a change of control of the Corporation. Director Compensation No cash compensation is currently paid to the directors of the Corporation. Directors are reimbursed for

travel and other out-of-pocket expenses incurred on behalf of the Corporation.

Each director of the Corporation is eligible to participate in the Option Plan. Option grants for the directors

are subject to approval by the Board. The Corporation does not require its directors to own a specific

number of common shares of the Corporation; however, each of the directors of the Corporation holds

common shares of the Corporation.

Summary Compensation Table for Directors

The following table sets forth all compensation provided to the non-management directors for the financial

years ended May 31, 2015, May 31, 2014 and May 31, 2013. For information concerning the management

directors of the Corporation, namely, Larry Phillips, Ron McEachern and Scott Anderson, see “Summary

Compensation Table for NEOs”.

Name

Year

Salary

($)

Option-

Based

Awards ($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

Total

Compensation

($)

Jeffrey Mores

2015

2014

2013

Nil

Nil

Nil

960

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

960

Nil

Nil

Scot Martin

(1)

2015 2014

2013

Nil

N/A

N/A

152

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

152

N/A

N/A

Harold Chataway

(2)

2015 2014

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Stacey Mowbray

(3)

2015 2014

2013

Nil

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

Kevin Stratton

(4)

2015 2014

2013

Nil

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

Nil

N/A

N/A

Notes:

(1) Mr. Martin was elected as a director of the Corporation effective December 5, 2014.

(2) Mr. Chataway resigned as a director of the Corporation effective August 14, 2014.

- 14 -

(3) Ms. Mowbray was elected as a director of the Corporation effective December 5, 2014 and resigned from the

Board effective June 22, 2015.

(4) Mr. Stratton was elected as a director of the Corporation effective December 5, 2014 and resigned from the

Board effective August 10, 2015.

Outstanding Option-Based Awards for Directors

During the financial year ended May 31, 2015, Options were granted to the directors of the Corporation as

follows:

Option-based awards

Name Number of securities

underlying

unexercised options

(#)

Option exercise

price

($)

Option expiry

date

Value of

unexercised in-

the-money options

($) (1)

Scot Martin 30,000 $0.20 18/2/2023 Nil

Jeffery Mores 190,000 $0.20 18/2/2023 Nil

Stacey Mowbray(2)

30,000 $0.20 18/2/2023 Nil

Kevin Stratton(3)

190,000 $0.20 18/2/2023 Nil

Notes:

(1) Based on the difference between the exercise price of the options and the closing market price of the

Corporation’s common shares on the TSX-V on May 29, 2015, being $0.105.

(2) Ms. Mowbray’s Options expired on September 22, 2015 pursuant to the terms of the Option Plan.

(3) Mr. Stratton’s Options expired on November 10, 2015 pursuant to the terms of the Option Plan.

For further details concerning the Option Plan, see “Securities Authorized for Issuance Under

Equity Compensation Plans – Option Plan” and “Re-Approval of Stock Option Plan”.

Director Incentive Plan Awards – Value Vested During the Year Ended May 31, 2015

There are no incentive plan awards in which the value vested during the financial year ended May 31, 2015 for

any of the non-management directors of the Corporation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth as of May 31, 2015 the number of securities issuable upon exercise of

outstanding options, the weighted exercise price of such outstanding options and the number of securities

remaining available for future issuance under all equity plans previously approved by the Corporation’s

shareholders, including the Option Plan, as well as all equity plans not approved by the Corporation’s

shareholders. The only equity compensation plan of the Corporation is the Option Plan.

Plan Category

Number of Securities

to be Issued Upon

Exercise of

Outstanding Options

Weighted Average

Exercise Price of

Outstanding Options

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation

Plans

Equity compensation plans

previously approved by

security holders

1,010,000

N/A

986,603

Equity compensation plans not

approved by security holders

N/A

N/A

N/A

- 15 -

The aggregate number of common shares reserved for issuance upon the exercise of Options pursuant to the

Option Plan is such number of shares as is equal to 10% of the total number of common shares issued and

outstanding from time to time. As of the date hereof, the maximum number of shares which may be issued

under the Option Plan is 1,996,603 shares, representing 10% of the 19,966,032 shares currently issued and

outstanding.

As at the date of this Circular, the Corporation has issued 965,000 Options and has an additional 1,031,603

Options available for issue through the Option Plan.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 – “Corporate Governance Guidelines” sets out a series of guidelines for

effective corporate governance (the “Guidelines”). The Guidelines address matters such as the constitution

and independence of corporate boards, the functions to be performed by boards and their committees and the

effectiveness and education of board members. National Instrument 58-101 – “Disclosure of Corporate

Governance Practices” (“NI 58-101”) requires the disclosure by each listed corporation of its approach

to corporate governance with reference to the Guidelines, as it is recognized that the unique characteristics of

each corporation will result in varying degrees of compliance with the Guidelines. Set out below is a

description of the Corporation’s approach to corporate governance in relation to the Guidelines.

The Board of Directors

NI 58-101 defines an “independent director” as a director who has no direct or indirect material relationship

with the Corporation. A “material relationship” is a relationship which could, in the view of the Board, be

reasonably expected to interfere with such member’s independent judgment.

The Board is currently comprised of five members, two of whom, being Scot Martin and Larry Phillips, are

considered to be independent. While Mr. Phillips served as the Chief Executive Officer and Corporate

Secretary of the Corporation within the past three years, he served in this capacity only while the Corporation

was a Capital Pool Corporation and resigned from these positions on December 5, 2014 in connection with the

completion of the Qualifying Transaction. During the period that the Corporation was a Capital Pool

Corporation, the Corporation carried on no operations other than the identification and evaluation of assets or

businesses with a view to completing a qualifying transaction under the CPC Policy.

The other three directors are each considered to have a “material relationship” with the Corporation and,

therefore, are not considered independent under NI 58-101. Scott Anderson served as the Chief Financial

Officer of the Corporation within the prior three year period primarily while the Corporation was a Capital

Pool Corporation. Ron McEachern is the Chief Executive Officer and Corporate Secretary of the Corporation.

Jeffery Mores has assumed the role of General Manager of Blu-Dot, the operating subsidiary of the

Corporation.

Nomination of Directors

Identifying new candidates for Board nomination is the responsibility of the Board. Given the

Corporation’s status and its limited business operations, a nominating committee is not considered to be

warranted at this time.

The Board as currently constituted brings together a mix of skills, backgrounds and attitudes that the Board

considers appropriate for the stewardship and oversight of the Corporation.

Compensation

Assessment of the compensation of directors and officers of the Corporation is the responsibility of the Board.

Given the current level of activity of the Corporation, a compensation committee is not considered to be

- 16 -

warranted at this time.

Compensation for the directors and the officers of the Corporation is targeted at a level consistent with similar

sized public companies operating in the same sector and at a similar stage of development. Given the current

financial position and operations of the Corporation, no cash compensation is currently paid by the

Corporation to the directors or the officers of the Corporation.

For further details concerning steps taken to determine compensation for directors and officers of the

Corporation see “Statement of Executive Compensation” in this Circular.

Other Board Committees

The only standing committee of the Board is the Audit Committee, which is described in greater detail

below. From time to time, special committees of the Board may be appointed to consider special issues; in

particular, any issues that may involve related party transactions.

Assessments

The Board has no formal performance review procedure in place, having regard for the current financial

position and operations of the Corporation; however, the Board regularly monitors the effectiveness of the

relationship between management and the Board, the effectiveness of Board operations, the operations of the

committees of the Board as well as of individual directors in order to recommend improvements to each of the

above. The Board encourages an atmosphere of candor and constructive dissent and, as such, no formal

assessment procedures are considered to be warranted as this time.

AUDIT COMMITTEE

National Instrument 52-110 – “Audit Committees” (“NI 52-110”) requires the Corporation to disclose

annually in its management information circular certain information concerning the constitution of its Audit

Committee and its relationship with its independent auditor, as set forth below.

Audit Committee Charter

The Corporation’s Audit Committee is governed by an audit committee charter, the text of which is attached as

Schedule “B” to this Circular.

Composition of the Audit Committee

The Audit Committee is currently comprised of Scott Anderson (Chairman), Scot Martin and Larry Phillips.

Each member of the Audit Committee is considered to be “financially literate”, which is defined under NI 52-

110 as the ability to read and understand a set of financial statements that present a breadth and level of

complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that

can reasonably be expected to be raised by the Corporation’s financial statements. Scot Martin and Larry

Phillips are considered to be independent of the Corporation under NI 52-110. Scott Anderson is considered

to have a “material relationship” with the Corporation as a result of his having served as the Chief Financial

Officer of the Corporation within the prior three year period and, therefore, is not considered independent

under NI 52-110.

As a “venture issuer” for purposes of NI 52-110, the Corporation is relying on an exemption provided in

section 6.1 thereunder from certain requirements regarding the composition of the Audit Committee, including

the requirement that all members qualify as “independent”.

- 17 -

Relevant Education and Experience

For a description of the education and experience of each Audit Committee member that is relevant to the

performance of his responsibilities as an Audit Committee member, please see “Election of Directors

– Biographies of Proposed Directors”.

Pre-Approval Policies and Procedures

The Audit Committee charter of the Corporation requires the Audit Committee to pre-approve all audit and

non-audit services not prohibited by law to be provided by the external auditors. In the event that the

Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice

or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee,

who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services.

All other non-audit services shall be approved or disapproved by the Committee as a whole.

Audit Committee Oversight

Since June 1, 2014, the commencement of the Corporation’s fiscal year, to its year ended May 31, 2015, all

recommendations of the Audit Committee to nominate or compensate an external auditor were adopted by the

Board. The Audit Committee has not adopted any specific policies and procedures regarding the engagement

of non-audit services, but does review such matters as they arise.

Reliance on Certain Exemptions

Since June 1, 2014, the commencement of the Corporation’s fiscal year, to its year ended May 31, 2015, the

Corporation has not relied on an exemption provided under NI 52-110 whereby approval for a de minimis

amount of non-audit services is not required, nor has the Corporation obtained or relied upon any exemption

from a securities regulatory authority or regulator from the requirements of NI 52-110, other than the

exemption in Section 6.1 of that Instrument.

External Auditor Service Fees

Fees

Fees Billed for the Year Ended

May 31, 2015

Fees Billed for the Year Ended

May 31, 2014

Audit Fees(1)

$27,500

$6,000

Audit-related Fees(2)

Nil

Nil

Tax Fees(3)

Nil

Nil

All Other Fees(4)

$20,812

Nil

Total

$48,312

$6,000

Notes:

(1) Aggregate fees billed for the Corporation’s annual financial statements and services normally provided by the auditor in

connection with the Corporation’s statutory and regulatory filings.

(2) Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review

of the Corporation’s financial statements and are not reported as “Audit Fees”, including: assistance with aspects of tax

accounting, attest services not required by state or regulation and consultation regarding financial accounting and reporting

standards.

(3) Aggregate fees billed for tax compliance, advice, planning and assistance with tax for specific transactions.

(4) Aggregate fees billed for assistance with Qualifying Transaction.

- 18 -

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

No individual who is, or at any time during the most recently completed financial year of the Corporation was,

an employee, director or executive officer of the Corporation, and no proposed nominee for election as a

director of the Corporation, or any associate of any such director or executive officer or proposed nominee is,

or at any time since the beginning of the most recently completed financial year of the Corporation has been,

indebted to the Corporation or was indebted to another entity, which such indebtedness is, or was at any time

during the most recently completed financial year of the Corporation, the subject of a guarantee, support

agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No “informed person” (as such term is defined under applicable securities laws) of the Corporation or

proposed nominee for election as a director of the Corporation, or any associate or affiliate of any informed

person or proposed nominee, has or had a material interest, direct or indirect, in any transaction since the

beginning of the Corporation’s most recently completed financial year or in any proposed transaction which

has materially affected or would materially affect the Corporation or its subsidiaries.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management of the Corporation knows of no matters to come before the Meeting other than as set forth in the

accompanying Notice of Meeting. However, if other matters which are not known to management

should properly come before the Meeting, the accompanying proxy will be voted on such matters in

accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Copies of the

Corporation’s audited financial statements and accompanying management’s discussion and analysis for the

fiscal year ended May 31, 2015 are available on SEDAR, and shareholders may request that copies be sent to

them by written request to the Corporation, c/o Wildeboer Dellelce LLP, 365 Bay Street, Suite 800, Toronto,

Ontario, M5H 2V1.

The Board has approved the contents and the sending of this Circular.

DATED: December 7, 2015.

BY ORDER OF THE BOARD

(signed) "Ron McEachern"

Ron McEachern

Chief Executive Officer and Corporate Secretary

SCHEDULE A

STOCK OPTION PLAN

NIAGARA VENTURES CORPORATION

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless there is something in the subject matter or context inconsistent

therewith, the following terms shall have the meanings set forth below:

(a) “Administrator” means, initially, the Chief Executive Officer of the Corporation and

thereafter shall mean such director or other senior officer or employee of the Corporation

as may be designated as Administrator by the Board from time to time.

(b) “Affiliate” means a company that is affiliated with another company as described below.

A company is an “Affiliate” of another company if:

(i) one of them is the subsidiary of the other, or

(ii) each of them is controlled by the same Person. A company is “controlled” by a

Person if:

(A) voting securities of the company are held, other than by way of security

only, by or for the benefit of that Person, and

(B) the voting securities, if voted, entitle the Person to elect a majority of the

directors of the company. A Person beneficially owns securities that are

beneficially owned by:

(I) a company controlled by that Person, or

(II) an Affiliate of that Person or an Affiliate of any company

controlled by that Person.

(c) “Award Date” means the date on which the Board awards a particular Option.

(d) “Board” means the board of directors of the Corporation or any committee thereof to

which the board of directors of the Corporation has delegated the power to administer and

grant Options under the Plan.

(e) “Cause” means:

(i) in the case of an Employee or Officer (1) cause as such term is defined in the

written employment agreement with the Employee or Officer or if there is no

written employment agreement or cause is not defined therein, the usual meaning

of just cause under the common law or the laws of the jurisdiction in which the

- 2 -

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

order made by any Regulatory Authority having jurisdiction to so order;

(ii) in the case of a Consultant (1) the occurrence of any event which, under the

written consulting contract with the Consultant or the common law or the laws of

the jurisdiction in which the Consultant provides services, gives the Corporation

or any of its Affiliates the right to immediately terminate the consulting contract;

or (2) the termination of the consulting contract as a result of an order made by

any Regulatory Authority having jurisdiction to so order; or

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

qualified pursuant to subsection 118(1) of the Business Corporations Act

(Ontario); (2) a resolution having been passed under section 122 of the Business

Corporations Act (Ontario) or by the resolution or method specified in the

Corporation’s Articles; or (3) an order made by any Regulatory Authority having

jurisdiction to so order.

(f) “Change of Control” means and shall be deemed to have occurred if one of the following

events takes place:

(i) the sale, transfer or other disposition of all or substantially all of the

Corporation’s assets in complete liquidation or dissolution of the Corporation;

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

another Corporation at arm’s length to the Corporation and its Affiliates, other

than a merger, amalgamation or plan of arrangement that would result in the

voting securities of the Corporation outstanding immediately prior thereto

continuing to represent (either by remaining outstanding or by being converted

into voting securities of the surviving or resulting entity) more than 50% of the

combined voting power of the surviving or resulting entity outstanding

immediately after such amalgamation or plan of arrangement; or

(iii) any Person or combination of Persons at arm’s length to the Corporation and its

Affiliates acquires or becomes the beneficial owner of, directly or indirectly,

more than 50% of the voting securities of the Corporation, whether through the

acquisition of previously issued and outstanding voting securities, or of voting

securities that have not been previously issued, or any combination thereof, or

any other transaction having a similar effect.

(g) “Common Share” or “Common Shares” means, as the case may be, one or more common

shares in the capital of the Corporation

(h) “company” unless specifically indicated otherwise, means a company, incorporated

association or organization, body corporate, partnership, trust, association or other entity

other than an individual.

(i) “Corporation” means Niagara Ventures Corporation, a corporation incorporated under the

Business Corporations Act (Ontario).

(j) “Consultant” means, in relation to the Corporation, an individual (other than an

Employee or a Director of the Corporation) or company that:

- 3 -

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

management or other services to the Corporation or to an Affiliate of the

Corporation, other than services provided in relation to a Distribution (as such

term is defined under applicable Securities Laws);

(ii) provides the services under a written contract between the Corporation or an

Affiliate of the Corporation and the individual or the company, as the case may

be;

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

amount of time and attention on the affairs and business of the Corporation or an

Affiliate of the Corporation; and

(iv) has a relationship with the Corporation or an Affiliate of the Corporation that

enables the individual to be knowledgeable about the business and affairs of the

Corporation.

(k) “consultant company” means for an individual consultant, a company or partnership of

which the individual is an employee, shareholder or partner.

(l) “Directors” means the directors of the Corporation, and for purposes of the Plan includes

directors of any Affiliate of the Corporation.

(m) “Eligible Persons” means Directors, Officers, Employees and Consultants.

(n) “Employee” means an employee of the Corporation or any Affiliate of the Corporation.

(o) “Exchange” means the TSX Venture Exchange, or such other stock exchange(s) on

which the Common Shares may be listed;

(p) “Exercise Notice” means the notice respecting the exercise of an Option, in the form set

out as Schedule “B” hereto, duly executed by the Option Holder.

(q) “Exercise Period” means the period during which a particular Option may be exercised

and is the period from and including the Award Date through to and including the Expiry

Date.

(r) “Exercise Price” means the price at which an Option may be exercised as determined in

accordance with paragraph 3.5.

(s) “Expiry Date” means the date determined in accordance with paragraph 3.4 and after

which a particular Option cannot be exercised.

(t) “Expiry Period” has the meaning given to that term under paragraph 3.4(b).

(u) “Fixed Expiry Date” has the meaning given to that term under paragraph 3.4.

(v) “insider” has the meaning given to that term in the Securities Act (Ontario).

(w) “Market Price” of the Common Shares for a particular Award Date shall be determined as

follows:

- 4 -

(i) for each organized trading facility on which the Common Shares are listed,

Market Price shall be the closing trading price of the Common Shares on the last

trading day immediately preceding the Award Date;

(ii) if the Common Shares are listed on more than one organized trading facility, then

Market Price shall be the greater of the Market Prices determined for each

organized trading facility on which those Common Shares are listed as

determined for each organized trading facility in accordance with section (i)

above;

(iii) if the Common Shares are listed on one or more organized trading facility but

have not traded during the 10 trading day period immediately preceding the

Award Date, then the Market Price shall be, subject to the necessary approvals of

the applicable Regulatory Authorities, such value as is determined by resolution

of the Board; and

(iv) if the Common Shares are not listed on any organized trading facility, then the

Market Price shall be, subject to the necessary approvals of the applicable

Regulatory Authorities, the fair market value of the Common Shares on the

Award Date as determined by the Board in its discretion.

(x) “Management Corporation Employee” means an individual employed by a Person

providing management services to the Corporation, which are required for the ongoing

successful operation of the business enterprise of the Corporation, but excluding a Person

engaged in investor relations activities.

(y) “Officer” means an officer of the Corporation or Management Corporation Employee,

and for the purposes of the Plan includes officers and Management Corporation

Employees of the Corporation and any Affiliate of the Corporation.

(z) “Option” means an option to acquire Common Shares, awarded to an Eligible Person

pursuant to the Plan.

(aa) “Option Certificate” means the certificate, in the form set out as Schedule “A” hereto,

evidencing an Option.

(bb) “Option Holder” means a Person who holds an unexercised and unexpired Option or,

where applicable, the Personal Representative of such person.

(cc) “Other Share Compensation Arrangement” means, other than this Plan and any Options,

any stock option plan, stock options, employee stock purchase plan or other

compensation or incentive mechanism involving the issuance or potential issuance of

Common Shares, including but not limited to a purchase of Common Shares from

treasury which is financially assisted by the Corporation by way of loan, guarantee or

otherwise.

(dd) “Person” means any individual, partnership, limited partnership, joint venture, syndicate,

sole proprietorship or company with or without share capital, unincorporated association,

trust, trustee, executor, administrator or other legal personal representative, regulatory

body or agency, government or governmental agency or entity however designated or

constituted.

- 5 -

(ee) “Personal Representative” means:

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

deceased duly appointed by a court or public authority having jurisdiction to do

so; and

(ii) in the case of an Option Holder who for any reason is unable to manage his or

her affairs, the person entitled by law to act on behalf of such Option Holder.

(ff) “Plan” means this stock option plan.

(gg) “Regulatory Authorities” means all stock exchanges (including the Exchange), inter-

dealer quotation networks and other organized trading facilities on which the

Corporation’s Shares are listed and all securities commissions or similar securities

regulatory bodies having jurisdiction over the Corporation.

(hh) “Securities Laws” means securities legislation, securities regulations and securities rules,

as amended, and the instruments, forms, notices and policy documents in force from time

to time that are applicable to the Corporation.

(ii) “Share” or “Shares” means, as the case may be, one or more shares of any class in the

share capital of the Corporation from time to time.

(jj) “Termination Date” means:

(i) in the case of the Option Holder’s resignation from employment or the

termination of the Option Holder’s consulting contract by the Option Holder, the

date that the Option Holder provides notice of such resignation or termination to

the Corporation or any of its Affiliates; or

(ii) in the case of the termination of the Option Holder’s employment or consulting

contract by the Corporation or any of its Affiliates for any reason (whether such

termination is lawful or unlawful) other than death, the date that the Corporation

or any of its Affiliates delivers written notice of such lawful or unlawful

termination of the Option Holder’s employment or consulting contract to the

Option Holder; or

(iii) in the case of the expiry of a fixed-term employment agreement or consulting

contract that is not renewed or extended, the last day of the term.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan shall be subject to and inter-

preted and construed in accordance with, the laws of the Province of Ontario and the federal laws of

Canada applicable therein.

1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation

of the Plan.

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ARTICLE 2

PURPOSE AND PARTICIPATION

2.1 Purpose

The purpose of the Plan is to provide the Corporation with a share-related mechanism to

attract, retain and motivate qualified Directors, Officers, Consultants and Employees, to reward such of

those Directors, Officers, Consultants and Employees as may be awarded Options under the Plan by the

Board from time to time for their contributions toward the long term goals of the Corporation and to

enable and encourage such Directors, Officers, Consultants and Employees to acquire Common Shares as

long term investments.

2.2 Participation

The Board shall, from time to time and in its sole discretion, determine which of the

Eligible Persons, if any, shall be awarded Options. The Board shall only award an Option to a

Consultant, Employee or Management Corporation Employee if the Consultant, Employee or

Management Corporation Employee is a bona fide Consultant, Employee or Management Corporation

Employee of the Corporation or an Affiliate of the Corporation, and the Corporation shall make such a

representation if required by the Regulatory Authorities. The Board may, in its sole discretion, grant the

majority of the Options to insiders of the Corporation. However, in no case shall:

(a) the number of Options awarded in a one-year period to any one Consultant exceed 2% of

the issued Shares of the Corporation (calculated at the time of award);

(b) the number of Options awarded in a one-year period to any one individual exceed 5% of

the outstanding Shares of the Corporation (calculated at the time of award), unless

disinterested shareholder approval has been obtained;

(c) the aggregate number of Options awarded in a one-year period to Persons employed to

provide investor relations services exceed 2% of the issued Shares of the Corporation

(calculated at the time of award);

(d) the aggregate number of Options awarded to insiders under the Plan and any previously

established and outstanding stock option plans or grants in a one-year period exceed 10%

of the issued Shares of the Corporation (calculated at the time of award), unless

disinterested shareholder approval has been obtained; or

(e) the aggregate number of Common Shares reserved for issuance to insiders upon the

exercise of Options awarded under the Plan and any previously established and

outstanding stock option plans or grants, exceed 10% of the issued Shares of the

Corporation (calculated at the time of award), unless disinterested shareholder approval

has been obtained.

2.3 Notification of Award

Following the award of an Option by the Board, the Administrator shall notify the Option

Holder in writing of the award and shall enclose with such notice the Option Certificate representing the

Option so awarded.

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2.4 Copy of Plan

Each Option Holder, concurrently with the notice of the award of the Option, shall be

provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by

the Administrator to each Option Holder.

2.5 Limitation

The Plan does not give any Option Holder that is a Director or Officer the right to serve

or continue to serve as a Director or Officer of the Corporation or any of its Affiliates nor does it give any

Option Holder that is an Employee or Consultant the right to be or to continue to be employed with or

have a consulting relationship with the Corporation or any of its Affiliates.

2.6 Options Granted To Companies

Except in relation to consultant Companies, Options may only be granted to an individual

or a company that is wholly-owned by Eligible Persons. If a company is an Option Holder and the

Corporation is listed on the TSX Venture Exchange, it must provide the TSX Venture Exchange with a

completed Form 4F – Certification and Undertaking Required from a Corporation Granted an Incentive

Stock Option and the company must agree not to effect or permit any transfer of ownership or option of

shares of the company nor to issue further shares of any class in the company to any other individual or

entity as long as the Option remains outstanding, except with the written consent of the TSX Venture

Exchange.

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

3.1 Board to Issue Common Shares

The Common Shares to be issued to Option Holders upon the exercise of Options shall be

authorized and unissued Common Shares the issuance of which shall have been authorized by the Board.

3.2 Number of Common Shares

The aggregate number of Common Shares that may be reserved for issuance pursuant to

Options shall not exceed 10% of the outstanding Common Shares at the time of the granting of an Option,

less the aggregate number of Common Shares then reserved for issuance pursuant to any Other Share

Compensation Arrangement. If any Option expires or otherwise terminates for any reason without having

been exercised in full, the number of Common Shares in respect of which the option was not exercised

shall be available for the purposes of the Plan. Any exercises of Options will make new grants available

under the Plan, effectively resulting in a re-loading of the number of Options available for grant under the

Plan.

3.3 Term of Option

Subject to such other terms or conditions that may be attached to an Option granted

hereunder, an Option Holder may exercise any vested portion or portions of an Option in whole or in part

at any time or from time to time during the Exercise Period. Any Option or part thereof not exercised

within the Exercise Period shall terminate and become null, void and of no effect as of 5:00 p.m. local

time in Toronto, Ontario on the Expiry Date.

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3.4 Termination

Subject to subparagraphs (a) to (e) below, the Expiry Date of an Option shall be the date

fixed by the Board at the time the particular Option is awarded (the “Fixed Expiry Date”), provided that

the Expiry Date shall be no later than the date that is 10 years following the Award Date of such Option:

(a) Death

If the Option Holder dies while his or her Option is outstanding, then unless otherwise

provided for in the Option Certificate, the following shall apply. The Expiry Date for any

vested portion or portions of the Option shall be the earlier of the Fixed Expiry Date and

the date that is 12 months after the date of the Option Holder’s death. The Expiry Date

for any unvested portion of the Option shall be the date of the Option Holder’s death.

The right to purchase Common Shares under an Option shall not vest after the date of the

Option Holder’s death.

(b) Ceasing to be a Director or Officer

If the Option Holder holds an Option as a Director or Officer and the Option Holder

ceases to be a Director or Officer (other than by reason of death), then the following shall

apply. The Expiry Date for any vested portion or portions of the Option shall be the

earlier of the Fixed Expiry Date and the date that is 90 days (or such longer reasonable

period as may be determined by the Board in accordance with the applicable rules or

policies of all applicable Regulatory Authorities) after the Option Holder ceases to be a

Director and Officer (the “Expiry Period”); provided, however (and notwithstanding the

foregoing), if the Option Holder ceases to be a Director or Officer for Cause, the Expiry

Date shall be the date that the Option Holder ceases to be a Director or Officer. The

Expiry Date for any unvested portion of the Option shall be the date that the Option

Holder ceases to be a Director or Officer. The right to purchase Common Shares under

an Option shall not vest after the date that the Option Holder ceases to be a Director or

Officer.

(c) Ceasing to be an Employee or Consultant

If the Option Holder holds an Option as an Employee or Consultant and the Option

Holder ceases to be an Employee or Consultant (other than by reason of death), then the

following shall apply. The Expiry Date for any vested portion or portions of the Option

shall be the earlier of the Fixed Expiry Date and the date that is 90 days (or such longer

reasonable period as may be determined by the Board in accordance with the applicable

rules or policies of all applicable Regulatory Authorities) after the Option Holders ceases

to be an Employee or Consultant; provided, however (and notwithstanding the

foregoing), if the Option Holder ceases to be an Employee or Consultant for Cause, the

Expiry Date shall be the Termination Date. The Expiry Date for any unvested portion of

the Option shall be the Termination Date. The right to purchase Common Shares under

an Option shall not vest after the Termination Date. For greater certainty, if the

Corporation gives an Employee or Consultant working notice of termination of

employment or the consulting contract or payment in lieu of notice or if the Corporation

wrongfully or constructively dismisses the Employee or Consultant, no vesting shall

occur during the working notice period or deemed notice period that the Employee or

Consultant receives or should have received. The Expiry Period shall commence on the

first day of such working notice period or deemed notice period.

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(d) Change of Control

In the event of a Change of Control or impending Change of Control, the Board may,

subject to any necessary prior written approval of the Regulatory Authorities, in its sole

discretion, deal with outstanding Options in the manner it deems fair and reasonable in

light of the circumstances. Without limiting the generality of the foregoing, the Board

may, without any action or consent required on the part of any Option Holder:

(i) deliver a notice to the Option Holder advising the Option Holder that the

unvested portion of the Option held by the Option Holder, if any, shall

immediately vest;

(ii) deliver a notice to an Option Holder advising the Option Holder that the Expiry

Date for any vested portion or portions of the Option shall be the earlier of the

Fixed Expiry Date and the day that is 10 days following the date of the notice and

the Expiry Date for any unvested portion of the Option shall be the date of the

notice; or

(iii) take such other actions, and combinations of the foregoing actions, as it deems

fair and reasonable under the circumstances.

(e) Black-out Period

If an Option expires during a Black-Out Period, then, notwithstanding any other

provision of the Plan, the Option shall expire 10 business days after the Black-Out Period

is lifted by the Corporation. For the purposes hereof, a “Black-Out Period” means that

period during which a trading black-out period is imposed by the Corporation to restrict

trades in the Corporation’s securities by an Option Holder.

The foregoing subparagraphs (b) and (c) shall only apply once an Option Holder ceases

to fall into any of the categories of Eligible Persons. The Board and the Administrator shall look to which

of the definitions of Employee, Director, Officer or Consultant the Option Holder met immediately prior

to the Option Holder ceasing to be an Eligible Person to determine which of subparagraphs (b) or (c) shall

apply. If the Option Holder met more than one definition, then the following shall apply. If the Option

Holder was an Employee or Consultant, then the Option Holder shall be deemed to hold his or her Option

as an Employee or Consultant regardless of whether the Option Holder was also a Director or Officer.

3.5 Exercise Price

The price at which an Option Holder may purchase a Common Share upon the exercise

of an Option shall be as set forth in the Option Certificate issued in respect of such Option and in any

event shall not be less than the Market Price of the Common Shares as of the Award Date.

Notwithstanding anything else contained herein, in no case shall the Exercise Price be less than the

minimum prescribed by each of the organized trading facilities as would apply to the Award Date in

question.

3.6 Additional Terms

Subject to all applicable Securities Laws and the rules and policies of all applicable

Regulatory Authorities, the Board may attach other terms and conditions to the award of a particular

Option, such terms and conditions to be referred to in a schedule attached to the Option Certificate. These

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terms and conditions may include, but are not necessarily limited to, providing that an Option or a portion

or portions of an Option expire on a certain date, after certain periods of time or upon the occurrence of

certain events other than as provided for herein, provided that no Option shall expire more than ten years

after the Award Date.

3.7 Assignment of Options

Options may not be assigned or transferred, provided however that the Personal

Representative of an Option Holder may, to the extent permitted by paragraph 4.1, exercise the Option

within the Exercise Period.

3.8 Adjustments

If:

(a) the Common Shares are changed into or exchanged for a different number or kind of

Shares of the Corporation or securities of another company, whether through an

arrangement, amalgamation or other similar procedure or otherwise, or a share

recapitalization, subdivision or consolidation;

(b) a dividend is declared upon the Common Shares, payable in Common Shares (other than

in lieu of dividends paid in the ordinary course);

(c) the Corporation distributes by way of a dividend, or otherwise, to all or substantially all

holders of Common Shares, property, evidences of indebtedness or Shares or other

securities of the Corporation (other than Common Shares) or rights, options or warrants

to acquire Common Shares or securities convertible into or exchangeable for Common

Shares or other securities or property of the Corporation, other than as a dividend in the

ordinary course; or

(d) there is any other change that the Board, in its sole discretion, determines equitably

requires an adjustment to be made, then, subject to any required action by the

shareholders of the Corporation and any necessary approval of the Regulatory

Authorities, any term that the Board determines requires adjustment (including the

number of Common Shares subject to each outstanding Option and the number of

Common Shares that have been authorized for issuance under the Plan but as to which no

Options have yet been granted or that have again become available for the purposes of

the Plan, the Exercise Price of each outstanding Option, as well as any other terms that

the Board determines require adjustment) shall be adjusted by the Board in the manner

the Board deems appropriate and its determination shall be final, binding and conclusive.

Except as the Board determines, no issuance by the Corporation of Shares of any class, or

securities convertible into Shares of any class, shall affect, and no adjustment by reason

thereof shall be made with respect to, the number or Exercise Price of Common Shares

subject to an Option. No fractional shares shall be issued upon the exercise of an Option

and accordingly, if as a result of the adjustment, an Option Holder would become entitled

to a fractional Common Share, such Option Holder shall have the right to purchase only

the next lowest whole number of Common Shares and no payment or other adjustment

shall be made with respect to the fractional interest so disregarded.

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3.9 Vesting

The Board, subject to the rules or policies of the Exchange, may determine and impose

terms upon which an Option shall become vested and exercisable. Unless otherwise specified by the

Board at the time of the Option award, and subject to such other limits as may be imposed by Exchange

rules or policies from time to time, all Options granted under the Plan shall vest and become exercisable

in full upon grant.

Notwithstanding the foregoing, Options awarded to Consultants performing investor

relations activities must vest in stages over 12 months with no more than one-quarter vesting in any three

month period.

3.10 Personal Information Form and Monitoring of Trading

An Option Holder who becomes a new insider of the Corporation or who is undertaking

investor relations activities must file a Personal Information Form or such other documents as may be

required by the Regulatory Authorities. An Option Holder who performs investor relations activities

must comply with all procedures established by the Board or the Regulatory Authorities to monitor the

Option Holder’s trading in the securities of the Corporation.

ARTICLE 4

EXERCISE OF OPTION

4.1 Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of

the Option Holder. An Option Holder or the Personal Representative of the Option Holder may exercise

the vested portion or portions of an Option in whole or in part at any time or from time to time during the

Exercise Period up to 5:00 p.m. local time in Toronto, Ontario on the Expiry Date by delivering to the

Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft

payable to the Corporation in an amount equal to the aggregate Exercise Price of the Common Shares to

be purchased pursuant to the exercise of the Option.

4.2 Issue of Share Certificates

As soon as practicable following the receipt of the Exercise Notice, the Administrator

shall cause to be delivered to the Option Holder a certificate for the Common Shares purchased by the

Option Holder. If the number of Common Shares in respect of which the Option was exercised is less

than the number of Common Shares subject to the Option Certificate surrendered, the Administrator shall

forward a new Option Certificate to the Option Holder concurrently with delivery of the share certificate

for the balance of the Common Shares available under the Option.

4.3 Condition of Issue

The Options and the issue of Common Shares by the Corporation pursuant to the exercise

of Options are subject to the terms and conditions of the Plan and compliance with the rules and policies

of all applicable Regulatory Authorities with respect to the granting of such Options and the issuance and

distribution of such Common Shares, and to all applicable Securities Laws. The Option Holder agrees to

comply with all such laws, regulations, rules and policies and agrees to furnish to the Corporation any

information, reports or undertakings required to comply with, and to fully cooperate with, the Corporation

in complying with such laws, regulations, rules and policies.

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4.4 Taxes

The Board and the Corporation may take all such measures as they deem appropriate to

ensure that the Corporation’s obligations under the withholding provisions under income tax laws

applicable to the Corporation and other provisions of applicable laws are satisfied with respect to the

issuance of Common Shares pursuant to the Plan or the grant or exercise of Options under the Plan.

Issuance of Common Shares or delivery of share certificates for Common Shares purchased pursuant to

the Plan may be delayed, at the discretion of the Board, until the Board is satisfied that the applicable

requirements of income tax laws and other applicable laws have been met.

ARTICLE 5

ADMINISTRATION

5.1 Administration

The Plan shall be administered by the Board. The Board may make, amend and repeal at

any time and from time to time such regulations not inconsistent with the Plan as it may deem necessary

or advisable for the proper administration and operation of the Plan and such regulations shall form part

of the Plan. The Board may delegate to the Administrator or any director, officer or employee of the

Corporation such administrative duties and powers as it may see fit.

5.2 Interpretation

The interpretation by the Board of any of the provisions of the Plan and any

determination by it pursuant thereto shall be final and conclusive and shall not be subject to any dispute

by any Option Holder. No member of the Board or any person acting pursuant to authority delegated by

it hereunder shall be liable for any action or determination in connection with the Plan made or taken in

good faith and each member of the Board and each such person shall be entitled to indemnification with

respect to any such action or determination in the manner provided for by the Corporation.

ARTICLE 6

AMENDMENT, TERMINATION AND NOTICE

6.1 Amendments

The Board may, subject to the approval of any regulatory authority whose approval is

required and the approval of shareholders where required by such regulatory authority, amend the Plan or

any Option at any time. Without limiting the generality of the foregoing, the Board is specifically

authorized to amend the terms of the Plan or any Option without obtaining the approval of shareholders in

the following circumstances, subject to any limitations that may be prescribed by the rules or policies of

the Exchange from time to time:

(a) amendments of a “housekeeping” nature including, but not limited to, of a clerical,

grammatical or typographical nature;

(b) to correct any defect, supply any information or reconcile any inconsistency in the Plan in

such manner and to such extent as shall be deemed necessary or advisable to carry out the

purposes of the Plan;

(c) a change to the vesting provisions of any Option or the Plan;

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(d) amendments to reflect any changes in requirements of any Regulatory Authority to which

the Corporation is subject;

(e) a change to the termination provisions of an Option which does not result in an extension

beyond the original term of the Option;

(f) in the case of any Option, the substitutions and/or adjustments contemplated under

section 3.8 of this Plan; and

(g) a change to the class of Eligible Persons that may participate under the Plan,

provided that, in the case of any Option, no such amendment may, without the consent of the Option

Holder, materially decrease the rights or benefits accruing to such Option Holder or materially increase

the obligations of such Option Holder.

Notwithstanding the foregoing, shareholder approval shall be required in respect of:

(a) any amendments to the number of Common Shares (or other securities) issuable under

the Plan;

(b) any amendment which reduces the exercise price of an option that is held by an Insider;

(c) any amendment extending the term of an option held by an Insider beyond its original

expiry date except as otherwise permitted by the Plan; and

(d) amendments required to be approved by shareholders under applicable law (including,

without limitation, the rules, regulations and policies of the Exchange).

Where shareholder approval is sought for amendments under subsections (b) or (c)

above, the votes attached to Common Shares held directly or indirectly by Insiders benefiting from the

amendment will be excluded.

6.2 Amendment Subject to Approval

If the amendment of an Option requires regulatory or shareholder approval, such

amendment may be made prior to such approvals being given, but no such amended Options may be

exercised unless and until such approvals are given.

6.3 Approvals

The Plan and any amendments hereto are subject to all necessary approvals of the

applicable Regulatory Authorities and shareholders.

6.4 Termination

The Board may terminate the Plan at any time provided that such termination shall not

alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any

Option awarded prior to the date of such termination which shall continue to be governed by the

provisions of the Plan.

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6.5 Agreement

The Corporation and every Option awarded hereunder shall be bound by and subject to

the terms and conditions of the Plan. By accepting an Option granted hereunder, the Option Holder has

expressly agreed with the Corporation to be bound by the terms and conditions of the Plan.

6.6 Notice

Any notice or other communication contemplated under the Plan to be given by the

Corporation to an Option Holder shall be given by the Corporation delivering or faxing the notice to the

Option Holder at the last address for the Option Holder in the Corporation’s records. Any such notice

shall be deemed to have been given on the date on which it was delivered, or in the case of fax, the next

business day after transmission. An Option Holder may, at any time, advise the Corporation of a change

in the Option Holder’s address or fax number.

SCHEDULE “A”

NIAGARA VENTURES CORPORATION

STOCK OPTION PLAN

OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the Niagara Ventures Corporation (the

“Corporation”) Stock Option Plan (the “Plan”) and evidences that is the holder (the “Option Holder”)

of an option (the “Option”) to purchase up to Common shares (the “Common Shares”) in the capital

stock of the Corporation at a purchase price of Cdn. $ per Common Share.

Subject to the provisions of the Plan:

(a) the Award Date of the Option is ;

(b) the Fixed Expiry Date of the Option is ; and

(c) the Expiry Period is .

The vested portion or portions of the Option may be exercised at any time and from time to time from and

including the Award Date through to 5:00 p.m. local time in Toronto, Ontario on the Expiry Date by

delivering to the Administrator of the Plan an Exercise Notice, in the form attached, together with this

Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the

aggregate of the Exercise Price of the Common Shares in respect of which the Option is being exercised.

This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is

subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the

Option Holder hereby expressly agrees with the Corporation to be bound by. This Certificate is issued for

convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions

of the Plan and the records of the Corporation shall prevail.

The Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto.

All terms not otherwise defined in this Certificate shall have the meanings given to them under the Plan.

Dated this day of .

NIAGARA VENTURES CORPORATION

Per:

Administrator, Stock Option Plan

OPTION CERTIFICATE – SCHEDULE

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

follows:

NIAGARA VENTURES CORPORATION

Per:

Administrator, Stock Option Plan

SCHEDULE “B”

NIAGARA VENTURES CORPORATION

STOCK OPTION PLAN

EXERCISE NOTICE

TO: The Administrator, Stock Option Plan

Niagara Ventures Corporation (the “Corporation”)

The undersigned hereby irrevocably gives notice, pursuant to the Corporation’s Stock Option Plan (the “Plan”), of

the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Common Shares; or

(b) ___________________ of the Common Shares;

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to the Corporation in an

amount equal to the aggregate Exercise Price of the aforesaid Common Shares exercised and directs the Corporation

to issue the certificate evidencing said Common Shares in the name of the undersigned to be mailed to the

undersigned at the following address:

___________________________________

___________________________________

___________________________________

___________________________________

By executing this Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and

agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have

the meanings given to them under the Plan or the attached Option Certificate.

DATED the ________ day of ____________________, __________.

Signature of Option Holder

SCHEDULE B

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

NIAGARA VENTURES CORPORATION

I. PURPOSE

The Audit Committee (the “Committee”) is appointed by the board of directors (the “Board”) of Niagara Ventures

Corporation (the “Corporation”) to assist the Board in fulfilling its oversight responsibilities relating to financial

accounting and reporting process and internal controls for the Corporation. The Committee’s primary duties and

responsibilities are to:

• conduct such reviews and discussions with management and the external auditors relating to the audit and

financial reporting as are deemed appropriate by the Committee;

• assess the integrity of internal controls and financial reporting procedures of the Corporation and ensure

implementation of such controls and procedures;

• ensure that there is an appropriate standard of corporate conduct;

• review the quarterly and annual financial statements and management's discussion and analysis of the

Corporation's financial position and operating results and report thereon to the Board for approval of same;

• review quarterly the Corporation’s compliance with the financial requirements contained in TSX-V Policy 2.4;

• select and monitor the independence and performance of the Corporation's external auditors, including

attending at private meetings with the external auditors and reviewing and approving all renewals or

dismissals of the external auditors and their remuneration; and

• provide oversight to related party transactions entered into by the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request the

external auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a meeting of the

Committee or to meet with any members of, or advisors to, the Committee. The Committee shall have unrestricted access to

the books and records of the Corporation and has the authority to retain, at the expense of the Corporation, special legal,

accounting, or other consultants or experts to assist in the performance of the Committee’s duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board

for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part IV of this Charter.

II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for advisors employed by the Committee; and

(c) communicate directly with the internal and external auditors.

III. COMPOSITION AND MEETINGS

1. The Committee and its membership shall meet all applicable legal, regulatory and listing requirements, including,

without limitation, those of the Ontario Securities Commission (“OSC”), the TSX Venture Exchange, the Canada

Business Corporations Act and all applicable securities regulatory authorities.

2. The Committee shall be composed of three or more directors as shall be designated by the Board from time to time.

The members of the Committee shall appoint from among themselves a member who shall serve as Chair.

3. A majority of the members of the Committee shall not be officers or employees of the Corporation or any of its

affiliates.

4. The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as

circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two and at

least 50% of the members of the Committee present either in person or by telephone shall constitute a quorum.

5. If within one hour of the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall

stand adjourned to the same hour on the next business day following the date of such meeting at the same place. If at

the adjourned meeting a quorum as hereinbefore specified is not present within one hour of the time appointed for

such adjourned meeting, such meeting shall stand adjourned to the same hour on the second business day following

the date of such meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore specified is

not present, the quorum for the adjourned meeting shall consist of the members then present.

6. If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its powers and

responsibilities so long as a quorum remains in office.

7. The time and place at which meetings of the Committee shall be held, and procedures at such meetings, shall be

determined from time to time by the Committee. A meeting of the Committee may be called by letter, telephone,

facsimile, email or other communication equipment, by giving at least 48 hours’ notice, provided that no notice of

a meeting shall be necessary if all of the members are present either in person or by means of conference telephone

or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.

8. Any member of the Committee may participate in the meeting of the Committee by means of conference telephone

or other communication equipment, and the member participating in a meeting pursuant to this paragraph shall be

deemed, for purposes hereof, to be present in person at the meeting.

9. The meetings of the Committee, including (without limitation) the quarterly reviews by the Committee of

compliance by the Corporation with Section 8.4 – “Restrictions on Use of Proceeds” of TSX-V Policy 2.4, shall be

formal and well documented. The Committee shall keep minutes of its meetings which shall be submitted to the

Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary

at any meeting.

10. The Committee may invite such officers, directors and employees of the Corporation and any subsidiaries as the

Committee may see fit, from time to time, to attend at meetings of the Committee.

11. Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the

Committee called for such purpose. Actions of the Committee may be taken by an instrument or instruments in

writing signed by all of the members of the Committee, and such actions shall be effective as though they had been

decided by a majority of votes cast at a meeting of the Committee called for such purpose. All decisions or

recommendations of the Committee shall require the approval of the Board prior to implementation.

12. The Committee members will be elected annually at the first meeting of the Board following the annual

meeting of shareholders.

IV. APPROVAL OF RELATED-PARTY PAYMENTS

1. The Committee shall be responsible for reviewing and approving all related party arrangements (including, without

limitation, in respect of any professional services provided by any director or officer of the Corporation or any

company or firm of which such director or officer is a director, officer, partner or employee), provided that any

member of the Committee who has a conflict of interest arising from a related party arrangement will abstain from

approving such related party arrangement.

2. Any member of the Committee who find himself or herself conflicted on a particular transaction subject to approval

by the Committee shall declare his or her conflict of interest to the other members of the Committee and the Board

prior to the entering of such transaction, or if the member was not interested in the proposed transaction at the time it

was first considered or if the interest has changed, at the first meeting following the acquisition or change of the

interest by the member.

V. RESPONSIBILITIES

A. Financial Accounting and Reporting Process and Internal Controls

1. The Committee shall review the annual audited financial statements to satisfy itself that they are presented in

accordance with applicable International Financial Reporting Standards (“IFRS”) and report thereon to the Board

and recommend to the Board whether or not same should be approved prior to their being filed with the appropriate

regulatory authorities. The Committee shall also review the interim financial statements. With respect to the annual

audited financial statements, the Committee shall discuss significant issues regarding financial standards, practices,

and judgments of management with management and the external auditors as and when the Committee deems it

appropriate to do so. The Committee shall satisfy itself that the information contained in the annual audited

financial statements is not significantly erroneous, misleading or incomplete and that the audit function has been

effectively carried out.

2. The Committee shall review any internal control reports prepared by management and the evaluation of such report

by the external auditors, together with management’s response.

3. The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public

disclosure of financial information extracted or derived from the Corporation’s financial statements, management’s

discussion and analysis and interim earnings press releases, and periodically assess the adequacy of these

procedures.

4. The Committee shall review management’s discussion and analysis relating to annual and interim financial

statements and any other public disclosure documents, including interim earnings press releases, that are required to

be reviewed by the Committee under any applicable laws before the Corporation publicly discloses this information.

5. The Committee shall ensure that written contracts are in place for related party arrangements.

6. The Committee shall meet no less frequently than annually with the external auditors and the Chief Financial Officer

or, in the absence of a Chief Financial Officer, with the officer of the Corporation in charge of financial matters, to

review accounting practices, internal controls and such other matters as the Committee, Chief Financial Officer or,

in the absence of a Chief Financial Officer, the officer of the Corporation in charge of financial matters, deem

appropriate.

7. The Committee shall inquire of management and the external auditors about significant risks or exposures, both

internal and external, to which the Corporation may be subject, and assess the steps management has taken to

minimize such risks.

8. The Committee shall review the post-audit or management letter containing the recommendations of the external

auditors and management’s response and subsequent follow-up to any identified weaknesses.

9. The Committee shall ensure that there is an appropriate standard of corporate conduct including, if necessary,

adopting a corporate code of ethics for senior financial personnel.

10. The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting,

internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding

questionable accounting or auditing matters.

11. The Committee shall provide oversight to related party transactions entered into by the Corporation.

B. Independent Auditors

1. The Committee shall recommend to the Board the external auditors to be nominated, shall set the compensation for

the external auditors, provide oversight of the external auditors and shall ensure that the external auditors report

directly to the Committee.

2. The Committee shall be directly responsible for overseeing the work of the external auditors, including the

resolution of disagreements between management and the external auditors regarding financial reporting.

3. The Committee shall pre-approve all audit and non-audit services not prohibited by law to be provided by the

external auditors in accordance with the terms of this charter.

4. The Committee shall monitor and assess the relationship between management and the external auditors and

monitor, support and assure the independence and objectivity of the external auditors.

5. The Committee shall review the external auditors’ audit plan, including the scope, procedures and timing of the

audit.

6. The Committee shall review the results of the annual audit with the external auditors, including matters related to the

conduct of the audit.

7. The Committee shall obtain timely reports from the external auditors describing critical accounting policies and

practices, alternative treatments of information within IFRS that were discussed with management, their

ramifications, and the external auditors' preferred treatment and material written communications between the

Corporation and the external auditors.

8. The Committee shall review fees paid by the Corporation to the external auditors and other professionals in respect

of audit and non-audit services on an annual basis.

9. The Committee shall review and approve the Corporation's hiring policies regarding partners, employees and former

partners and employees of the present and former auditors of the Corporation.

10. The Committee shall monitor and assess the relationship between management and the external auditors and monitor

and support the independence and objectivity of the external auditors.

C. Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee or the

Board deems necessary or appropriate.

Procedures for Approval of Non-Audit Services

1. The Corporation’s external auditors shall be prohibited from performing for the Corporation any non-audit

services which would impact the independence of the external auditors.

2. If the Corporation wishes to retain the services of the Corporation’s external auditors for tax compliance, tax advice

or tax planning, the Chief Financial Officer of the Corporation shall consult with the Chair of the Committee, who

shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services. All other

non-audit services shall be approved or disapproved by the Committee as a whole.

3. The Chief Financial Officer of the Corporation shall maintain a record of non-audit services approved by the Chair

of the Committee or the Committee for each fiscal year and if there are any such services, provide a report to the

Committee no less frequently than on a quarterly basis.