Management Proxy Circular

GABRIELLA'S KITCHEN INC.

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

JULY 30, 2019

NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS OF GABRIELLA'S KITCHEN INC.

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the "Meeting") of Gabriella's Kitchen Inc. (the "Corporation" or "GABY") will be held on Thursday, August 29, 2019 at 11:00 a.m. (Calgary time) at the offices of Gowling WLG (Canada) LLP, located at Suite 1600, 421 - 7th Avenue S.W., Calgary, Alberta, T2P 4K9, for the following purposes:

1. to receive the consolidated annual financial statements of the Corporation, together with the auditor's report thereon, for the year ended December 31, 2018;

2. all shareholders will be asked to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditor to hold office until the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors;

3. all shareholders will be asked to elect 6 directors of the Corporation to hold office until the next annual meeting of shareholders;

4. all shareholders will be asked to consider, and if thought fit, to pass a resolution to approve the adoption of the Corporation's stock option plan, as more particularly described in the accompanying management information circular;

5. all shareholders will be asked to consider, and if thought fit, to pass a special resolution to approve an amendment to the Corporation's Articles to change the name of the Corporation to "GABY Inc."; and

6. to transact such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

This notice is accompanied by a management information circular, form of proxy, the annual financial statements of the Corporation for the year ended December 31, 2018 together with the report of the auditors thereon, and the management discussion and analysis for the year ended December 31, 2018.

The board of directors of the Corporation has by resolution fixed the close of business on July 25, 2019 as the record date, being the date for the determination of the registered holders of the Corporation's common shares entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.

Registered and Non-Registered (Beneficial) Shareholders. If you are a registered shareholder, you have a choice of voting by proxy on the internet, by mail or by fax using your proxy form to appoint another person to attend the Meeting and act for you, or voting in person by attending the Meeting. If you are a non-registered (beneficial) shareholder, you must vote using your voting instruction form, which typically allows you to vote by proxy on the internet, by telephone, by mail or by fax and, if you want to vote in person at the Meeting, you must appoint yourself as a proxyholder. If you vote by proxy on the internet, by mail or by fax in advance of the Meeting, your vote will be counted, whether or not you attend the Meeting. Even if you attend the Meeting, you may find it convenient to vote in advance. Please refer to your proxy form or voting instruction form, as applicable, and to the Voting and Proxies Questions & Answers section in the accompanying management information circular for assistance in determining whether you are a registered or non-registered (beneficial) shareholder and for more information on the voting methods available to you. Completed proxy forms must be received by the transfer agent and

3 registrar of the Corporation, Odyssey Trust Company, Stock Exchange Tower, 350 – 300, 5th Avenue S.W., Calgary, Alberta, T2P 3C4, no later than 11:00 a.m. Calgary time on August 27, 2019 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting. Completed voting instruction forms must be returned in accordance with the instructions on the form.

Your vote is important. Please read the enclosed materials carefully. If you have questions about any of the information or require assistance in completing your proxy form or voting instruction form, as the case may be, please contact Odyssey Trust Company at (587) 885-0960.

Only registered shareholders and proxyholders are entitled to participate and vote in the business of the Meeting. Persons who are not registered shareholders or proxyholders who wish to attend the Meeting as a registered guest should request permission to attend in advance of the Meeting via email to [email protected], or by telephone at (800) 674-2239. Persons not entitled or required to be present at the Meeting, including registered guests, may be admitted only with the consent of the Chair of the Meeting or with consent of the Meeting.

By order of the board of directors of Gabriella's Kitchen Inc.

“Leanne E. Likness”

Leanne E. Likness, Corporate Secretary

July 30, 2019

INVITATION LETTER

Dear Fellow Shareholders:

On behalf of Gabriella's Kitchen Inc.'s board of directors, management and employees, we invite you to attend our 2019 annual & special meeting of shareholders (the "Meeting"). The Meeting will be held on Thursday, August 29, 2019 at 11:00 a.m. (Calgary time) at the offices of Gowling WLG (Canada) LLP, located at Suite 1600, 421-7th Avenue S.W., Calgary, Alberta, T2P 4K9. The items of business to be considered and acted on at the Meeting are described in the accompanying Notice of Annual & Special Meeting of Shareholders of Gabriella's Kitchen Inc. and management information circular.

Following the formal portion of the Meeting, management will present both a financial and operational overview and open the floor to questions from shareholders. If you cannot attend the Meeting, the presentation will be posted on our website after the meeting.

Your vote is important to us. Your vote will be counted, whether you vote in person at the Meeting or vote in advance of the Meeting by proxy on the internet, by telephone, by mail or by fax. Even if you attend the Meeting, you may find it convenient to vote in advance. We have included a Voting and Proxies Questions & Answers section in the accompanying management information circular, or you can contact [email protected] or (403) 771-4918 for assistance voting or if you have questions relating to the enclosed materials.

We encourage you to visit our website throughout the year for updated information and to find out more about our business.

Yours truly,

“Margot Micallef”

Margot Micallef Founder, Chair and Chief Executive Officer

VOTING AND PROXIES QUESTIONS & ANSWERS

This management information circular (the "Circular") dated July 30, 2019 is delivered in connection with the solicitation by or on behalf of management ("Management") of Gabriella's Kitchen Inc. ("GABY", the "Corporation", "we", "us" or "our") of proxies for use at the annual and special meeting of shareholders (the "Meeting") to be held on Thursday, August 29, 2019 at 11:00 a.m. Calgary time at 421-7th Ave SW #1600, Calgary, Alberta T2P 4K9 for the purposes indicated in the accompanying Notice of Annual & Special Meeting of Shareholders of Gabriella's Kitchen Inc. The solicitation will be primarily by mail, but proxies may also be solicited personally by directors, employees or agents of GABY.

Your vote is very important to us. If you have any questions about any of the information in this Circular or require assistance in completing your proxy form or your voting instruction form, please contact our investor relations team at [email protected], or by telephone at (800) 674-2239.

Completed proxy forms must be received by our transfer agent and registrar, Odyssey Trust Company, no later than 11:00 a.m. (Calgary time) on August 27, 2019 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting. Completed voting instructions must be returned in accordance with the instructions on the proxy form. Unless otherwise stated, the information contained in this Circular is given as at the close of business on July 25, 2019 and dollar amounts are expressed in Canadian dollars.

As at July 25, 2019, to the knowledge of the directors and executive officers of GABY, no person or company beneficially owns, or controls or directs, directly or indirectly, common shares in the capital of the Corporation ("Common Shares") carrying 10 percent (10%) or more of the voting rights attached to the Common Shares other than Margot Micallef, the Chair of the board of directors and Chief Executive Officer of the Corporation who owns 28,466,090 Common Shares representing approximately 16% of the issued and outstanding Common Shares.

Am I entitled to vote? You are entitled to vote if you were a holder of Common Shares as of the close of business on July 25, 2019, the record date for the Meeting. Each holder is entitled to one vote for each Common Share held on such date. Other than the resolution to change the name of the Corporation, each of the matters to be voted on that are described herein require a simple majority (50 percent plus one) of the votes cast in person or by proxy at the Meeting. The special resolution to change the name of the Corporation requires approval by sixty-six and two thirds percent (66 2/3%) of the votes cast in person or by proxy at the Meeting to be approved. As of July 25, 2019, there were 175,697,983 issued and outstanding Common Shares.

What matters are to be voted on? The appointment of auditors, the election of directors, the approval of the Corporation's stock option plan, and the change of the name of the Corporation to GABY Inc.

What if there are amendments? As of the date of this Circular, Management is not aware of any amendment, variation or other matter that will come before the Meeting. If you attend the Meeting and are eligible to vote, you can vote on any amendment, variation or other matters that properly come before the Meeting in accordance with your wishes. If you are voting by proxy, the persons named in the proxy form will have discretionary authority to vote on any such amendment, variation or other matter.

How can I vote? The easiest way to vote is by proxy on the internet, by mail or by fax. Only registered shareholders and duly appointed proxyholders can vote at the Meeting in person. Procedures for each voting method depend on whether you are a registered shareholder of the Corporation (a "Registered Shareholder") or a non- registered (beneficial) shareholder of the Corporation (a "Non-Registered (Beneficial) Shareholder").

How do I know if I am a Registered or Non-Registered (Beneficial) Shareholder? • Registered Shareholder: You are a Registered Shareholder if your Common Shares are registered in your name and you have a share certificate or a direct registration statement advice evidencing ownership.

• Non-Registered (Beneficial) Shareholder: You are a Non-Registered (Beneficial) Shareholder if your broker, investment dealer, bank, trust company, trustee, nominee or other intermediary (each, an "Intermediary") holds your Common Shares.

If you are not sure if you are a Registered Shareholder or Non-Registered (Beneficial) Shareholder, please contact Odyssey Trust Company at (587) 885-0960.

What is the deadline for receiving my proxy form or voting instruction form? • Registered Shareholders: If you are voting your Common Shares by proxy form, Odyssey Trust Company must receive your completed proxy form no later than 11:00 a.m. (Calgary time) on August 27, 2019 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting.

• Non-Registered (Beneficial) Shareholders: Your completed voting instruction form must be returned on or before the deadline specified on the form.

• The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at her discretion, without notice.

How do I vote if I am a Registered Shareholder? A Registered Shareholder may vote in one of the following ways:

• Internet: Go to the website indicated on the proxy form and follow the instructions. You will need your control number which is noted on your proxy form.

• Mail: Complete, sign and date your proxy form and return it to Odyssey Trust Company in the envelope provided.

• Fax: Complete, sign and date your proxy form and send it by fax to Odyssey Trust Company at (800) 517-4553.

• In person: You do not need to complete or return your proxy form. Before entering the Meeting, please identify yourself as a Registered Shareholder to an Odyssey Trust Company representative at the table identified as "Shareholder Registration" to register your attendance. To enter the Meeting, please bring government-issued photo identification.

How do I vote if I am a Non-Registered (Beneficial) Shareholder? • You will receive a voting instruction form from your Intermediary asking for your voting instructions before the Meeting. Follow these instructions carefully to ensure your Common Shares are voted in accordance with your instructions. Please contact your Intermediary if you did not receive a voting instruction form.

• Vote by proxy: In most cases, a voting instruction form allows you to vote by proxy by providing your voting instructions on the internet, by telephone, by mail or by fax. If you have the option of providing your voting instructions on the internet or by telephone, go to the website or call the number indicated on your voting instruction form and follow the instructions. You will need your control number which is noted on your voting instruction form.

• Vote in person: You can vote your Common Shares in person at the Meeting if you appoint yourself as the proxyholder for your Common Shares before the Meeting by following the instructions on your voting instruction form and returning the completed form in accordance with its instructions. Before entering the Meeting, please identify yourself as a proxyholder to an Odyssey Trust Company representative at the table identified as "Shareholder Registration" to register your attendance. To enter the Meeting, please bring government–issued photo identification.

How does voting by proxy work? When you sign or electronically submit, as applicable, the proxy form, you authorize appointees, Margot Micallef, Chair of our board of directors and Chief Executive Officer, or failing her, Jason Kujath, Lead Director, and a member of our board of directors, to vote your Common Shares for you at the Meeting according to your instructions. See "How will my Common Shares be voted if I vote by proxy" below for further details. You have the right to appoint a person other than the directors designated in the enclosed proxy form as proxyholder, by following the steps below:

• If you are submitting your proxy on the internet, follow the instructions on the website on how to appoint someone else as your proxyholder. If you vote by telephone, you cannot appoint anyone other than the directors named on your proxy form as your proxyholder. If you are submitting your proxy by mail or fax, write the name of the person you are appointing as proxyholder in the space provided.

• Make sure the person you appoint is aware that he or she has been appointed as a proxyholder and is planning to attend the Meeting for your vote to count.

• On arrival at the Meeting, the proxyholder should identify themselves as a proxyholder to an Odyssey Trust Company representative at the table identified as "Shareholder Registration" to register their

attendance. To enter the Meeting, the proxyholder is asked to bring government – issued photo identification.

• If you are an individual shareholder, you or your authorized attorney must sign or electronically submit, as applicable, the proxy form. If the shareholder is a corporation or other legal entity, an authorized officer or attorney must sign or electronically submit, as applicable, the proxy form. If you need help completing your proxy form, please contact our Corporate Secretary, Leanne Likness, at [email protected].

How will my Common Shares be voted if I vote by proxy? You can choose to vote "For" or "Withhold" your vote from the election of each of the persons nominated for election as directors and the appointment of Davidson & Company LLP as auditors. You can choose to vote "For" or "Against" your vote for the approval of the stock option plan and the proposed name change.

Your Common Shares will be voted in accordance with your instructions; however, if you return your proxy form but do not indicate how you want to vote your Common Shares, and do not appoint a person other than the directors on the proxy form, your vote will be cast FOR the election of each person nominated for election as director, FOR the appointment of Davidson & Company LLP as auditors, FOR the approval of the stock option plan, and FOR the approval of the name change to of the Corporation to "GABY Inc.". If you appoint a person other than the directors as proxyholder and you do not specify how you want your Common Shares voted, your proxyholder will vote your Common Shares as he or she sees fit for each item.

Can I change or revoke my vote? Registered Shareholders can change a previously made proxy vote:

• by completing a proxy form that is dated later than a previously submitted proxy, provided the new proxy form is received by Odyssey Trust Company no later than 11:00 a.m. (Calgary time) on August 27, 2019 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting; or

• by voting again on the internet or by telephone no later than 11:00 a.m. (Calgary time) on August 27, 2019 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the adjourned or postponed meeting.

Registered Shareholders can revoke a previously made proxy vote:

• by sending a notice of revocation in writing to the attention of our Corporate Secretary at Suite 200, 209 - 8th Avenue S.W., Calgary, Alberta, T2P 1B8, so that it is received by 11:00 a.m. (Calgary time) on August 27, 2019 or, in the case of any adjournment or postponement of the Meeting, on the business day immediately preceding the adjourned or postponed meeting;

• by giving a notice of revocation in writing to the Chair of the Meeting on the day of, but prior to the commencement of, the Meeting or any adjournment or postponement of the Meeting; or

• in any other manner permitted by law.

Non-Registered (Beneficial) Shareholders can change or revoke a vote by notifying their Intermediary in accordance with their Intermediary's instructions.

BUSINESS OF THE MEETING

1) FINANCIAL STATEMENTS

The consolidated annual financial statements of GABY for the year ended December 31, 2018 and the auditor's report thereon are included on www.sedar.com, the website of the Canadian Securities Exchange at www.thecse.com, and the website of the OTCQB at www.otciq.com.

2) APPOINTMENT OF AUDITORS

The board of directors of the Corporation (the "Board" or the "Board of Directors") unanimously recommends that Davidson & Company LLP, Chartered Professional Accountants, Vancouver, British Columbia, be appointed auditors of GABY to hold office until the close of the next annual meeting of shareholders. Davidson & Company LLP was first appointed as our auditors on January 4, 2019. Previously, EBT Chartered Professional Accountants served as GABY's auditor. The following table provides information about the fees billed to GABY for professional services rendered by EBT Chartered Professional Accountants in the years ended December 31, 2018 and 2017:

Calendar Year Ended Calendar Year Ended December 31, 2018 December 31, 2017 Audit Fees $166,798 Nil Audit Related Fees $50,490 $3,750 Tax Fees Nil $10,900 All Other Fees $16,866 $1,850 Total $234,154 $16,500

Audit fees consist of the aggregate fees billed for the audit of the Corporation's annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit related fees consist of the 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.

Tax fees consist of the aggregate fees billed for audit-related fees, tax compliance, tax advice and tax planning.

All other fees relate primarily to services provided for due diligence and the Corporation’s prospectus offering.

Unless instructed otherwise, the persons designated in the accompanying proxy form intend to vote FOR the appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Corporation.

3) ELECTION OF DIRECTORS

GABY's articles provide that there must be at least three (3) and no greater than nine (9) directors. The Corporation currently has five (5) directors. In accordance with our by-laws, the Board has determined that six (6) directors will be elected at the Meeting. Shareholders will be asked at the Meeting to elect as directors each of the nominees listed below.

1) Margot Micallef 2) Jackie Altwasser 3) Russell Wilson 4) Jason Kujath 5) Robert Travis 6) Maureen Putman

Margot Micallef, Jackie Altwasser, and Jason Kujath were duly elected as directors at the annual and special meeting of shareholders held on April 18, 2018. Russell Wilson was appointed by the Board of Directors on September 4, 2018, and Robert Travis was appointed by the Board of Directors on November 26, 2018. Maureen Putman is a new director nominee who has not yet served as a member of the Board, although has acted as Special Advisor to GABY since November 2018.

Each director will be elected to hold office until the close of the next annual meeting of the holders of the Common Shares ("Shareholders") or until such office is earlier vacated. Unless instructed otherwise, the persons designated in the accompanying proxy form intend to vote FOR the election of each nominee named below under "Information on the Board and Director Nominees – Director Nominees".

4) APPROVAL OF GABY'S STOCK OPTION PLAN

At the Meeting, Shareholders will be asked to consider, and if thought advisable, pass the following ordinary resolution to approve the stock option plan of the Corporation, attached as Schedule "A" hereto ("Stock Option Plan").

"Be it resolved that:

1. the stock option plan of the Corporation be and is hereby approved and adopted; and

2. any officer or director of the Corporation is authorized, in the name and on behalf of the Corporation, to do all such things and execute all such documents as may be necessary or advisable to implement this resolution."

In order for this resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders in person or represented by proxy at the Meeting. Management recommends voting FOR the resolution.

5) APPROVAL OF NAME CHANGE

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass a special resolution (the "Name Change Resolution") authorizing the Board to change the name of the

Corporation to "GABY Inc." or such other name as the Board, in its sole discretion, determines appropriate and which all applicable regulatory authorities, including the Canadian Securities Exchange, may accept, and to amend the Corporation's articles accordingly (the "Name Change").

The Name Change Resolution, substantially in the form set forth below, requires the approval of not less than two-thirds of the votes cast in respect thereof by the Shareholders present in person or represented by proxy at the Meeting.

The Board believes that the passing of the Name Change Resolution is in the best interest of the Corporation and unanimously recommends that Shareholders vote FOR the Name Change Resolution. Unless a shareholder directs that his or her Common Shares are to be voted against this resolution, the persons named in the enclosed form of proxy will vote FOR the special resolution to change the Corporation's name.

Notwithstanding the foregoing, the Board may, in its sole discretion, determine that the Corporation not proceed with the Name Change.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to approve a special resolution in the following form:

"Be it resolved by special resolution that:

1. the articles of the Corporation be amended to change the name of the Corporation to "GABY Inc.", or such other name as the Board, in its sole discretion, determines appropriate and subject to the approval of all applicable regulatory authorities;

2. any director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be delivered articles of amendment to the Registrar under the Business Corporations Act (Alberta) and to execute and deliver or cause to be delivered all documents and to take any action which, in the opinion of that person, is necessary or desirable to give effect to this special resolution;

3. notwithstanding that this special resolution has been duly passed by the holders of the Common Shares, the directors of the Corporation may in their sole discretion revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the Common Shares; and

4. any one director or officer of the Corporation be and the same is hereby authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

6) OTHER MATTERS TO BE ACTED UPON

Management knows of no matters to come before the Meeting other than the matters referred to in the enclosed Notice of Annual and Special Meeting of Shareholders to which this Circular is attached. If

any matters which are not known at the time of the Circular should properly come before the Meeting, proxies will be voted on such matters in accordance with the best judgment of the person holding such proxy.

INFORMATION ON DIRECTOR NOMINEES

DIRECTOR NOMINEES

Margot Micallef, Founder, Chair and Chief Executive Officer Director since: December 2003 Non-Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth, Cannabis, Board, Financial Acumen, Sustainable Business Practices, Regulatory / Public Policy / Corporate Relations, Retail / Marketing / Supply Chain / Manufacturing

Margot M. Micallef, Q.C. has been the Chair and Chief Executive Officer of the Corporation since July 2016. Directly and indirectly, Ms. Micallef has invested in or operated a number of diverse businesses including broadcasting, publishing, food manufacturing, food service and real estate and has managed the franchise development rights for a number of well known quick service restaurant brands. Ms. Micallef has an established track record of delivering industry leading returns to investors. Ms. Micallef is also a Promoter of the Corporation and owns 28,499,090 or 16% of the issued and outstanding Common Shares as at July 25, 2019.

Margot has also served as an Adjunct Professor in governance and ethics for the MBA Program at the University of Alberta and is on the Faculty of the Directors College, a joint venture between McMaster University and the Conference Board of Canada. Prior to founding GABY, Ms. Micallef was the founder and president of Oliver Capital Partners Inc., a Senior Vice-President of Shaw Communications Inc.; a Partner with Russell and DuMoulin (now Fasken Martineau DuMoulin); and was a co-instructor for the Faculty of Law at the University of British Columbia. Ms. Micallef serves or has served on a number of public and private company boards including Vista Radio Ltd., ENMAX Corporation – where she also served as Chair of the Corporate Governance Committee, Solium Capital Inc., Tecterra Inc., Canwest Global Communications Inc., and TheraCann International Benchmarking Inc. She has been recognized for her business and entrepreneurial leadership and success by a number of leading organizations including WXN, Women in Communications & Technology, Ernst & Young, RBC and the Calgary Chamber of Commerce.

Share Ownership: Board and Board Committee Memberships1 % Meeting Attendance Common Shares: Board Meetings – 4/4 100% 28,499,090 Human Resources and Compensation Committee Warrants: – 2/2 8,165,570.00 Stock Options: 1,450,000 Other Public Company Board and Committee Memberships: N/A

1 Since listing on September 5, 2018, GABY has held the following meetings: • Board Meetings: 4 • Audit Committee Meetings: 5 • Governance and Human Resources Committee Meetings (Committee disbanded in March 2019 to create two Committees – Governance and Nominating Committee and Human Resources and Compensation Committee): 3 • Human Resources and Compensation Committee: 2

Jackie Altwasser Director since: August 2016 Non-Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth, Senior Officer, Board, Financial Acumen, Sustainable Business Practices

Jackie Altwasser is a Chartered Professional Accountant and an independent consultant, providing financial and accounting advisory services to public and private companies. From 1993 – 2005, Ms. Altwasser was with Shaw Communications Inc. in progressive financial roles, with the most recent being VP Finance (2001) where she gained extensive experience in finance, tax, acquisitions, divestitures, and reporting for a public company. Prior thereto, she was with Ernst & Young in Edmonton, Alberta and Montreal, Quebec. Ms. Altwasser obtained a Diploma in Public Accountancy from McGill University in 1990 and a Bachelor of Commerce degree from the University of Calgary in 1988. Ms. Altwasser served as former Chair of the Board of Canada Pizza Delivery Corp., which through its subsidiary holds the master franchise of Dominos Pizza for Canada. Jackie is also the President and owner of Foothills Educational Materials, a Canadian distributor of specialized educational materials.

Share Ownership: Board and Board Committee Memberships % Meeting Attendance Common Shares: Board Meetings – 4/4 100% 2,469,307 Audit Committee – 5/5 Warrants: Human Resources and Compensation Committee – 538,712 2/2 Stock Options: 150,000 Other Public Company Board and Committee Memberships: N/A

Jason Kujath, Lead Director and Chair of Governance and Nominating Committee Director since: April 2018 Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth, Cannabis, Compensation, Board, Financial Acumen, Sustainable Business Practices, Regulatory / Public Policy / Corporate Relations, Retail / Marketing / Supply Chain / Manufacturing

Jason Kujath is the co-founder of 51st Parallel and guided it through the process of applying to Health Canada for a license to produce/distribute cannabis under the Access to Cannabis for Medical Purposes Regulations (ACMPR). Jason also serves as Vice President – Legal of CBI2 Capital Corp. Jason is also a member of the Alberta-based task force dedicated to providing stakeholder input to the provincial government on the legalization of cannabis.

Previously, Jason was a tax lawyer with Dentons Canada LLP.

Share Ownership: Board and Board Committee Memberships % Meeting Attendance Common Shares: Board Meetings – 4/4 100% 174,364 Governance and Human Resources Committee – 3/3 Warrants: Audit Committee – 5/5 143,430 Stock Options: 200,000 Other Public Company Board and Committee Memberships: N/A

Russell Wilson, Audit Committee Chair Director since: September 2018 Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth, International, Cannabis, Financial Acumen, Sustainable Business Practices, Retail / Marketing / Supply Chain / Manufacturing

Mr. Wilson is currently the Vice President, Business Development at Prairie Merchant Corporation, overseeing investments in real estate, sports franchises, the energy sector, and most recently has been focusing on the cannabis space. For the last 2 years, he has cultivated a portfolio of 50 cannabis investments from across the globe. Russell holds his Honours Bachelors of Science from McMaster University and his Masters of Business from Queensland University of Technology.

Mr. Wilson is also a member of the board of directors of LL One Inc. and an advisory board member of Cannaglobal Canada Co. Inc.

Share Ownership: Board and Board Committee Memberships % Meeting Attendance Common Shares: 173,721 Board Meetings – 4/4 100% Warrants: 111,861 Audit Committee – 5/5 Stock Options: 175,000

Other Public Company Board and Committee Memberships: N/A

Robert Travis, Human Resources and Compensation Committee Chair Director since: November 2018 Independent Calgary, Alberta, Canada

Skills and Experience: Strategic Insight / Leading Growth, International, CEO / Senior Officer, Compensation, Board, Retail / Marketing / Supply Chain / Manufacturing

Mr. Travis currently serves as a Managing Partner with Boyden World Corporation ("Boyden") in both Canada and the United States, specializing in executive leadership placements with a focus on industrial, consumer, technology and cannabis practice groups. Robert has more than 22 years of industry experience focused across various industries that include manufacturing, fabrication, consumer, energy, energy services, technology and cannabis. He successfully led Boyden's international expansion by becoming the Founding Partner of the Calgary office in 1996, and subsequently, the Founding Partner of the Atlanta office in 2008. Robert's success has garnered him an impressive portfolio of client accounts, including several Fortune 100 and 500 companies. With both Canadian and United States citizenship along with extensive experience, Robert is ideally suited to provide valuable oversight to GABY as the Corporation develops a comprehensive, cross border team capable of executing GABY's vision of being a leading, trusted cannabis wellness company. Further, Boyden has already significantly impacted the cannabis industry through recruitment of positions including CEO, CFO, President, Chairman, and Vice President for an array of companies such as Canopy Growth (TSX:WEED), Tilray (NASDAQ:TLRY), Harvest One Cannabis (TSXV:HVY) and The Green Organic Dutchman (TSX:TGOD).

Share Ownership: Board and Board Committee Memberships % Meeting Attendance Common Shares: Board Meetings – 4/4 100% 125,000 Governance and Human Resources Committee – 2/2 Warrants: 137,500 Human Resources and Compensation Committee – Stock Options: 175,000 2/2 Other Public Company Board and Committee Memberships: N/A

Maureen Putman Director since: Director Nominee Independent Bellmore, New York, USA

Skills and Experience: Strategic Insight / Leading Growth; CEO / Senior Officer; Compensation; Financial Acumen; Retail / Marketing / Supply Chain / Manufacturing

Ms. Putman is a proven Marketing and General Management leader with 30 years of experience building brands, creating and delivering strategic growth plans and developing strong teams. As part of the leadership team of The Hain Celestial Group, Inc. the largest Natural and Organic Company in the US, she joined in 1996 with annual sales of $58 Million and was a valued participant in its growth to over $2.5 billion. Her multifaceted expertise spans product categories with specialized focus on health and wellness, environmental sustainability and accelerating both large and small emerging brands. Ms. Putman held roles of increasing responsibility leading to Chief Innovation Officer and President of the Grocery and Snacks Division, the largest Pillar of the company. Most recently she served as Special Advisor to GABY, focused on developing and bringing CBD infused product to mainstream and natural channels.

Share Ownership: Board and Board Committee Memberships2 % Meeting Attendance Common Shares: Nil Board Meetings – 4/4 100% Warrants: Nil Human Resources and Compensation Committee – Stock Options: 300,000 2/2

Other Public Company Board and Committee Memberships: N/A

Common Shares refers to the number of Common Shares, excluding fractional Common Shares, beneficially owned, or controlled or directed, directly or indirectly, by the nominee as at July 25, 2019.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

To our knowledge, other than as described below, none of our proposed directors are, as at the date of this Circular, or have been, within 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company that: (a) was subject to 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, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer of the company being the subject of such an Order and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. To our knowledge, other than as described below, none of our proposed directors: (a) is, as at the date of this Circular, or has been within 10 years prior to the date of this Circular, a director or executive officer of any company 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

2 Although Ms. Putman has not yet been elected to the Board, she has been acting as Special Advisor to GABY since November 2018 and as such, has been attending all Board meetings.

17 proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within 10 years prior to the date of this Circular, 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 proposed director. To our knowledge, none of our proposed directors has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalty or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Ms. Micallef was a director of Canwest Global Communications Corp. ("Canwest") from January 2009 to June 2010. In October 2009, Canwest voluntarily entered into the Companies' Creditors Arrangement Act (CCAA) and obtained an order from the Ontario Superior Court of Justice (Commercial Division) to start proceedings. Although no cease trade orders were issued, Canwest shares were de-listed by the Toronto Stock Exchange after the filing and started trading on the TSX Venture Exchange. Canwest emerged from CCAA protection and Postmedia Network acquired its newspaper business on July 13, 2010 while Shaw Communications Inc. acquired its broadcast media business on October 27, 2010. Ms. Micallef ceased to be a director of Canwest in June of 2010.

CORPORATE GOVERNANCE

The Board recognizes that corporate governance is important to positioning long-term shareholder value. The Board is committed to attaining the highest standards of corporate governance and has designed systems to ensure the interests of GABY shareholders are protected. The Board monitors Canadian developments affecting corporate governance, accountability and transparency of public company disclosure while continually assessing and updating its systems in response to changing practices, expectations and legal requirements.

Our corporate governance practices reflect rules and guidelines adopted by the Canadian Securities Administrators ("CSA"). Our approach to corporate governance meets or exceeds the practices enunciated under CSA National Policy 58-201 Corporate Governance Guidelines. This approach has been approved by the Board, on the recommendation of the Governance and Nominating Committee, and is based on National Instrument 58-101 Disclosure of Corporate Governance Practices. Also included are statements with respect to Canadian rules relating to audit committees pursuant to National Instrument 52-110 - Audit Committees ("NI 52-110").

DIRECTOR COMPENSATION PHILOSOPHY

PHILOSOPHY

GABY's non-employee director compensation is designed to attract individuals with the qualities, expertise and industry experience necessary to function as effective stewards of the Corporation, to reflect the time commitment and responsibilities assumed when serving on our Board and the committees of the Board (the "Committees"), and to align directors' interests with shareholders.

GOVERNANCE

The governance and nominating committee of the Board (the "Governance and Nominating Committee") is responsible for reviewing and making recommendations to the Board regarding the director compensation program. When reviewing Board compensation, the Governance and Nominating Committee benchmarks director compensation relative to its peers, and provides information on Board compensation governance and best practice trends. Advice, peer data and other information and recommendations received, as well as recommendations and materials provided by Management, are factors considered by the Governance and Nominating Committee in formulating recommendations to the Board in addition to the discretion of the Governance and Nominating Committee and the Board.

OVERVIEW

On July 30, 2018, the Board of Directors reviewed a peer group of companies as to their director compensation practices. On September 4, 2018, it was determined that the following stock options would be granted to the Board of Directors:

• 150,000 Stock Options to each of the Board of Directors • 50,000 additional Stock Options to Chair of the Board • 25,000 additional Stock Options to Lead Director • 25,000 additional Stock Options to Committee Chairs

Travel fees are also paid, where applicable.

The director compensation program is designed to: (i) reduce the variability of directors fees; (ii) promote objectivity and independence; (iii) reflect the expected time commitment of directors; and (iv) enhance alignment of director compensation with the interests of Shareholders.

Please refer to the "Compensation Discussion and Analysis" section of this Circular for further details.

DIRECTOR COMPENSATION TABLE

The following table summarizes the total compensation provided to our non-employee directors for the year ended December 31, 2018.

Name3 Number of Notes Stock Options Granted Jackie Altwasser 150,000 Options granted in her capacity as a Director

Jason Kujath 200,000 Options granted in his capacity as a Director, Lead Director, and Chair of the Governance and Nominating Committee

Robert Travis 150,000 Options granted in his capacity as a Director4

Russell Wilson 175,000 Options granted in his capacity as a Director, and Chair of the Audit Committee

No travel fees were incurred by any of the non-employee directors during 2018.

COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICER ("NEOs") COMPENSATION

The NEOs whose compensation is disclosed in this Compensation Discussion and Analysis are:

• Margot Micallef, Founder, Chair and Chief Executive Officer • Vince Micallef, Former President and Chief Financial Officer

There were no other NEOs during the most recently completed financial year.

COMPOSITION OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

The human resources and compensation committee of the Board (the "HRC Committee") was formed on March 26, 2019. Our HRC Committee is made up of directors who bring different perspectives, approaches and experience to the governance of our compensation program. They are highly experienced senior executives who have dealt with numerous compensation issues over the course of their careers. They are well equipped to inquire, debate and ultimately make decisions in respect of a wide range of human resources and compensation issues, as well as other matters for which they are responsible, as outlined in the written mandate of the HRC Committee. As such, the HRC Committee provides a strong level of leadership and governance in respect of the design and execution of our compensation program.

3 For further information, please refer to the "Compensation Discussion & Analysis" section of this Circular. 4 Mr. Travis was appointed Chair of the Human Resources and Compensation Committee in March 2019. As such, he was granted an additional 25,000 stock options for a total of 175,000.

COMPENSATION PROCESS

The Corporation's executive compensation program during the most recently completed financial year was administered by the board of directors. The board of directors based the executive compensation on comparable positions at start-up cannabis wellness entities with limited funds.

In 2019, the governance and compensation committee of the Board was disbanded and the Governance and Nominating Committee and HRC Committee were established. On an ongoing basis, the HRC Committee will be responsible for annually reviewing the composition and use of comparator groups to assist in determining the compensation recommendations for the Corporation's senior officers, including the Chair and CEO, CFO and other NEOs, which will then be brought to the Board for approval. The HRC Committee will undertake periodic reviews of compensation design and total compensation opportunities for the senior management team, which will help to ensure the programs are current and that they fairly compare for particular roles, recognizing varying responsibility and scope of executive positions within GABY. It is within the HRC Committee's mandate to engage the services of external compensation advisors to compile market information on senior management compensation relating to base salary, and any short-and long-term incentives.

Beginning in 2019, for each executive position, a range for potential compensation, salary and otherwise, will be established annually, using the benchmarking data along with other information on industry trends for positions of similar scope and responsibility. The Chair and CEO will conduct annual performance assessments on members of the senior management team, including each of the NEOs, which will shape the annual salary adjustment recommendations. Based on the performance assessments and the benchmarking data, the Chair and CEO will then recommend total target compensation for each senior leader, including the NEOs (but excluding herself) to the HRC Committee for review and approval. With respect to the Chair and CEO, the HRC Committee will review benchmark data and other information on industry trends for positions of similar scope. Following this process, the HRCC will make recommendations for total target compensation for all of the senior management team, including the Chair and CEO and the other NEOs, to the Board of Directors. As part of the annual compensation review process, the HRC Committee will review emerging best practices and risk considerations.

DIRECTOR COMPENSATION

Directors' compensation for the directors is determined by the Nominating and Governance Committee and will be recommended for approval to the Board of Directors of the Corporation on an ongoing basis.

SIGNIFICANT ELEMENTS OF COMPENSATION

During the fiscal year ended December 31, 2018, the NEOs, were compensated primarily through cash salaries and stock options.

CASH SALARY

During the fiscal year ended December, 2018, the Corporation set cash compensation for management at a level deemed appropriate for the responsibilities associated with each executive position, the experience of the individuals filling these positions and the available funds of GABY, based on comparable positions at start-up cannabis wellness entities with limited funds.

PERFORMANCE BONUS

During the financial year ended December 31, 2018, Mr. Micallef was the only NEO who received a performance bonus of $100,000.

EMPLOYMENT, CONSULTING, AND MANAGEMENT AGREEMENTS

In 2018, the following Management Services Agreements were entered into:

• The Corporation has entered into a management services agreement with Oliver Capital Partners Inc., pursuant to which Oliver Capital Partners Inc. has agreed to provide the services of its president, Margot Micallef, as Chief Executive Officer of the Corporation. As compensation for the services provided under the management services agreement, the Corporation is required to pay Oliver Capital Partners Inc. $200,000 per year. The Corporation has not entered into any non-competition or non- disclosure agreement with Oliver Capital Partners Inc.

• The Corporation has also entered into an interim management services agreement with 891310 Alberta Ltd., pursuant to which 891310 Alberta Ltd. has agreed to provide the services of its officer, Jackie Altwasser, as Director of the Corporation. As compensation for the services provided under the interim management services agreement, the Corporation is required to pay 891310 Alberta Ltd. $5,000 per month.

• In 2018, the Corporation had entered into a management services agreement with Sagamore Capital Advisors, LLC., pursuant to which Sagamore Capital Advisors, LLC. agreed to provide the services of its managing director, Vince Micallef, as Chief Financial Officer of the Corporation. As compensation for the services provided under the management services agreement, the Corporation was required to pay Sagamore Capital Advisors, LLC $100,000 per year. The Corporation has not entered into any non- competition or non-disclosure agreement with Sagamore Capital Partners LLC. Mr. Micallef resigned from the Corporation effective January 1, 2019, and the management services agreement with Sagmore Capital Partners LLC was terminated.

• In October 2018, the Corporation entered into a management services agreement with CC&H Management Advisors LLC, pursuant to which CC&H Management Advisors LLC agreed to provide the services of its officer, John Shaw, as Senior Vice President of North American Sales of the Corporation. As compensation for the services provided under the management services agreement, the Corporation was required to pay CC&H Management Advisors LLC USD$170,000 per year. Mr. Shaw's contract was terminated effective April 4, 2019.

STOCK OPTION PLAN

The Stock Option Plan is available to all employees, directors and consultants, including the NEOs of GABY. The objective of the Stock Option Plan is to tie the interests of the directors, employees and consultants of GABY directly to the interests of the shareholders of GABY, as increases in the value of the Common Shares cause related increases in the value of the stock options ("Options") issued pursuant to the Stock Option Plan. In that regard, the Stock Option Plan is intended to serve as a long term retention and incentive tool.

The exercise price, terms, vesting and conditions of any Options granted are established by the Board of Directors. The Board of Directors are able to grant up to 10% of the issued and outstanding Common Shares, from time to time, and upon the exercise of an Option, the number of Common Shares thereafter available to be issued under the Stock Option Plan is decreased by the number of Common Shares as to which the Option is exercised. If an Option granted under the Stock Option Plan has expired or terminated for any reason without having been exercised in full, the un-issued Common Shares subject thereto are again available for issuance under the Stock Option Plan. Currently, the Options granted pursuant to the Stock Option Plan can be exercised during a period not exceeding five years from the date of grant. The Options granted pursuant to the Stock Option Plan are non-transferable.

Awards of Options for all directors and employees, including NEOs, are approved by the Board of Directors on an ongoing basis. The determination of an award of Options, as well as the amount of Options of any award, is at the sole discretion of the Board of Directors. In deciding to grant Options, the Board of Directors takes previous Option grants into consideration. There are no performance or other conditions related to the vesting of the Options, other than continued employment with GABY.

STOCK APPRECIATION RIGHTS PLAN

The Corporation has adopted a stock appreciation rights plan (the "SAR Plan") which provides that the Board of Directors may from time to time, in its discretion, grant to Participants non-transferable stock appreciation right units ("SAR Units"). Each SAR Unit represents a notional unit credited to the SAR Plan recipient's (the "Participant") account by means of a book-keeping entry on the books of the Corporation. Each SAR Unit entitles the Participant to a payment in the event of a liquidity event (being the sale of all or substantially all of the Common Shares or the assets of the Corporation (a "Sale Event")).

Upon the occurrence of a Sale Event, Participants are entitled to a payment from the Corporation equal to such Participant's participation percentage of the total proceeds of the Sale Event. The form of payment shall be consistent with the character of the compensation received by the Shareholders (i.e. cash, shares, notes or other forms of consideration) or the proceeds received by the Corporation, as applicable. Additionally, in the event that the Corporation pays a dividend to Shareholders, holders of SAR Units are entitled to receive an equivalent amount per SAR Unit as paid on each Common Share.

The SAR Plan terminates automatically upon the payment by the Corporation of any amounts owing to Participants after the occurrence of a Sale Event.

Subject to certain exceptions, a Participant will forfeit all of such Participant's rights to any payment in respect of their SAR Units on the date that such Participant ceases to act in their capacity as an employee or consultant of the Corporation as a result of termination of the relationship by the Participant. Subject to certain exceptions, a Participant will have no rights to any payment in respect of their SAR Units in the event that the Corporation terminates the employment or consulting relationship with such Participant for:

1) any act involving fraud or dishonesty respecting the property or reputation of the Corporation; 2) engaging in any criminal act, including the commission of any act of criminal fraud, embezzlement, theft or similar offence; 3) engaging in any intentional acts, carrying out any activity or making any statement that would: a) be contrary to the best interests of the Corporation; b) be materially injurious to the Corporation (financially or otherwise); or c) prejudice or impair the good name or standing of the Corporation or would bring the Corporation into contempt or ridicule;

4) the Participant's conviction of an indictable offence or fraud or other criminal offence involving moral turpitude; 5) wilful or gross misconduct or neglect that relates to or affects the Corporation; or 6) engagement in any act or omission which constitutes just cause for termination under common law.

As of 2018, the Corporation had granted 9,933,000 SAR Units to Participants. As of 2018, Vince Micallef had 1,260,000 SAR Units and Margot Micallef had zero SAR Units. In the fiscal year ended December 31 2018, 280,000 SAR Units vested/or were granted to Vince Micallef.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS (as at July 8, 2019)

Plan Category Number of securities Weighted average Number of securities to be issued upon exercise price of remaining available for exercise of outstanding outstanding options, further issuance under options, warrants and warrants and rights equity compensation rights plans Equity 9,210,000 $0.46 8,361,548 compensation plans approved by security holders

Equity 0 0 0 compensation plans not approved by security holders

Total 9,210,000 $0.46 8,361,548

SUMMARY COMPENSATION TABLE FOR NEOS AND DIRECTORS

The compensation paid to the NEOs and directors of GABY, excluding compensation securities, for the periods noted, is summarized in the following table and is expressed in Canadian dollars.

SUMMARY COMPENSATION TABLE Committee Option Value of all Total Name Salary, Bonus or Board Based other compensation and consulting ($) meeting Awards ($)2 compensation ($) position fee, Year fees ($)3 retainer or ($) commission

($)1

NAMED EXECUTIVE OFFICERS

Margot Micallef, 2018 200,000 - - 142,500 - 342,500 Chair and CEO Vince Micallef, Former 2018 100,000 100,000 - - - 200,000 President & CFO and COO4 DIRECTORS (noting that Ms. Micallef is also a Director) Robert Travis, 2018 - - - 42,000 - 42,000 Director Jason Kujath, Director, Lead Director & Chair of the 2018 - - - 30,000 - 30,000 Governance and Nominating Committee Mara Gordon, Former Director and 2018 39,685 - - 187,500 - 227,185 Chief Research Officer5 Russell Wilson, Director and 2018 - - - 26,250 - 26,250 Chair of the Audit Committee Jackie Altwasser, 2018 30,000 - - 22,500 - 52,500 Director Richard Bonnycastle, 2018 - - - 22,500 0 22,500 Former Director6

Notes:

(1) All compensation noted is compensation received under the consulting agreements described above, with the exception of Mara Gordon who received additional compensation for her role as Chief Research Officer. (2) The dollar amount of options is based on the grant date fair value of the award as determined by using the fair value of the award on the grant. (3) No perquisites were granted to any NEO or Director in 2018. (4) Mr. Vincent Micallef resigned as President and Chief Financial Officer of the Corporation effective January 1, 2019 and over the month of January 2019, he agreed to assist in transitioning the role of President to Ms. Maureen Putman on an interim basis and transitioning the role of Chief Financial Officer to Ms. Barb Feit, which officer appointments were effective as of January 1, 2019, concurrent with the effective date of the resignation of Mr. Micallef. Effective January 21, 2019, Mr. Jamie Fay was appointed as the permanent President and Chief Operating Officer and Ms. Maureen Putnam resigned as interim President. (5) Mara Gordon resigned as Director and Chief Research Officer on July 30, 2019. (6) Mr. Bonnycastle resigned from the Board effective November 26, 2018. He continues to serve in an advisory capacity to GABY.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES FOR NEOS AND DIRECTORS

NEO and Director Equity Based Awards

The following table sets out the compensation securities granted or issued to each director and NEO by GABY in the 2018 financial year for services provided, directly or indirectly, to GABY.

COMPENSATION SECURITIES1

Number of compensation Closing price Closing Issue, securities, of security or price of conversion, Name and Type of number of Date of underlying security or or exercise position compensation underlying issue or security on underlying Expiry date price security securities, and grant date of grant security at ($) percentage of ($) year end ($)

class

NAMED EXECUTIVE OFFICERS

Margot Micallef, September 4, September 4, Options 950,000 $0.29 $0.292 $0.27 Chair and 2018 2023 CEO

DIRECTORS (noting that Ms. Micallef is also a Director)

COMPENSATION SECURITIES1

class

Robert November November Travis, Options 150,000 $0.50 $0.43 $0.27 26, 2018 26, 2023 Director Jason Kujath, Director, Lead Director & September 4, September 4, Options 200,000 $0.29 $0.29 $0.27 Chair of the 2018 2023 Governance and Nominating Committee Mara September 4, September 4, Gordon, Options 150,000 $0.29 $0.29 $0.27 Former 2018 2023 Director and Chief October 21, October 21, Options 500,000 $0.50 $0.50 $0.27 Research 2018 2028 Officer3 Russell Wilson, Director and September 4, September 4, Options 175,000 $0.29 $0.29 $0.27 Chair of the 2018 2023 Audit Committee Jackie September 4, September 4, Altwasser, Options 150,000 $0.29 $0.29 $0.27 2018 2023 Director Richard Bonnycastle, September 4, September 4, Options 150,000 $0.29 $0.29 $0.27 Former 2018 2023 Director4

Notes:

(1) No compensation securities were exercised by any of the Directors or NEOs in 2018.

(2) Pricing of all Options issued on September 4, 2018 was based on the conversion price of the convertible debentures, convertible into Common Shares at a price of $0.2857 per Common Share, as per GABY's Long Form Prospectus dated August 28, 2019.

(3) Mara Gordon resigned as Director and Chief Research Officer on July 30, 2019.

(4) Mr. Bonnycastle resigned from the Board effective November 26, 2018. He continues to serve in an advisory capacity to GABY.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

BOARD OF DIRECTORS – INDEPENDENCE

Our Board is responsible for determining, at least annually, whether or not each director is independent within the meaning set forth in NI 52-110. Generally, the Board considers a director to be independent if that director has no direct or indirect material relationship with the Corporation which could reasonably be expected to interfere with the exercise of the director's independent judgment. In its review, the Board considers and analyzes the existence, materiality and effect of all relationships of our directors with the Corporation, including business, family and other.

Ms. Micallef, our current Board Chair, is not-independent and our Board is currently composed of 5 directors, 3 of whom are independent, including Messrs. Wilson, Travis, and Kujath. Ms. Putman, our new director nominee, is also independent. Mr. Kujath acts as independent Lead Director in order to ensure that, working with the Chair & Chief Executive Officer, effective relations among directors, shareholders, other stakeholders and the public. Position descriptions for both the Chair and Chief Executive Officer and Lead Director can be found on at www.gabyinc.com.

All Board and Committee meetings include a scheduled session with only independent directors and no members of Management present, to facilitate open and candid discussion among independent directors.

BOARD OF DIRECTORS' ROLE

The fundamental responsibility of our Board is to appoint a competent executive team and to oversee the management of the business, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control. The written mandate of the Board of Directors (the "Board Mandate") sets out the key responsibilities of our Board in its stewardship and includes the primary responsibilities described below.

Chief Executive Officer Performance: Our Board is responsible for appointing the Chair and Chief Executive Officer and monitoring the Chair and Chief Executive Officer's performance against a set of mutually agreed upon corporate objectives directed at maximizing shareholder value.

Strategic Plan: Our Board is responsible for the annual review and approval of our strategic plan. Key objectives of the strategic plan, as well as quantifiable operating and financial targets are incorporated into the strategy review. Our Board discusses and reviews with Management all materials relating to the strategic plan and receives updates from Management on the strategic plan throughout the year. Management is required to seek our Board's approval for any transaction considered to have a significant impact on our strategic plan.

Compensation: Our Board approves the compensation of the Chair and Chief Executive Officer and of the executive officers. For a description of the process by which compensation for the Corporation's named executive officers is determined, see the "Compensation Discussion and Analysis" section of this Circular.

Risk Management: GABY is exposed to a number of risks through the pursuit of our strategic objectives.

Some of these risks impact the cannabis industry as a whole and others are unique to our operations. Our Board is responsible for ensuring an adequate system of internal control exists to identify our principal risks, including operational risks, and to monitor the process to manage such risks.

Communications: Our Board is responsible for reviewing communications policies to ensure that a system for corporate communications to all stakeholders exists, including processes for consistent, transparent, regular and timely public disclosure, and to facilitate feedback from stakeholders.

We provide detailed information on our business, operating and financial results in accordance with our continuous disclosure requirements under applicable securities laws. News releases and other prescribed documents are required to be filed on the electronic database maintained by the CSA known as SEDAR at sedar.com, as well as on the websites of the Canadian Securities Exchange at thecse.com and the OTCQB website at www.otciq.com. These documents and other information are also available on our website at www.gabyinc.com.

Expectations of Directors: The Board Mandate also sets out the expectations and business duties of the directors, including the expectation for directors to attend all meetings and the responsibility to ensure that Board materials are distributed to all directors in advance of regularly scheduled meetings to allow for sufficient review. Our Board has a Code of Business Conduct & Ethics for directors, officers, employees, contractors and consultants, and monitors compliance with the code, and approves any waivers of the code for officers and directors. For more information on our Code of Business Conduct & Ethics, see the section entitled "Ethical Business Conduct – Code of Business Conduct & Ethics" of this Circular.

Corporate Governance: Our Board is responsible for establishing an appropriate system of corporate governance, including policies and practices to ensure the Board functions independently from Management and to ensure that processes are in place to address applicable regulatory, corporate, securities and other compliance matters. The Governance and Nominating Committee is responsible for reviewing, reporting and providing recommendations for improvement to our Board with respect to all aspects of corporate governance.

The Board Mandate is available on our website at www.gabyinc.com.

POSITION GUIDELINES

The Board has approved general guidelines for the Chair & Chief Executive Officer, the Board of Directors, the Lead Director, and the Chairs of the Board Committees, which are each available on our website at www.gabyinc.com.

Chief Executive Officer: In her role as the GABY Chief Executive Officer, Ms. Micallef's fundamental responsibility is the general direction and management of the business and affairs of GABY, in accordance with the corporate strategy and objectives approved by the Board and within the authority limitation delegated by the Board. Our Board is responsible for monitoring the Chief Executive Officer's performance directed at maximizing shareholder value.

Board Chair: In her role as the Chair of the Board, Ms. Micallef is expected to effectively manage the affairs of the Board, ensuring it is properly organized, functions effectively and meets its obligations and responsibilities, including those relating to corporate governance matters.

Board of Directors: The Board is responsible for supervising the management of the business and affairs of the Corporation. The Board performs the overall stewardship responsibilities either directly or through its Committees, a per previously noted above. Each Director participates in fulfilling the Board's stewardship role by acting honestly and in good faith with a view to the best interests of the Corporation (fiduciary duty) and exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances (duty of care).

Lead Director: The Lead Director facilitates the functioning of the Board independently of the senior executives of the Corporation and provides independent leadership to the Board and to the individual directors on the Board.

Committee Chairs: The fundamental responsibility of the Chair of any Committee is to effectively manage the duties of the Committee, ensuring that it is properly organized, functions effectively and meets its obligations and responsibilities.

BOARD ASSESSMENT AND RENEWAL

We have processes in place for assessing and renewing our Board. Board assessment involves established practices for the regular evaluation of the effectiveness of the Board, Board committees and each director. Board renewal entails procedures for identifying skills, expertise and experience that are required to effectively manage GABY's business activities and processes to identify, evaluate and recommend qualified candidates to the Board.

The Governance and Nominating Committee is responsible for assessing the effectiveness and contribution of our Board, Board committees and individual directors. As part of its process, the independent Lead Director meets periodically with each director to discuss the effectiveness of our Board, Board committees and each director. To assist the Lead Director in the review, each director is required to complete an anonymous effectiveness questionnaire annually. In 2019, assessments were independently administered for the Governance and Nominating Committee by the Corporate Secretary.

It is within the Mandate of the Governance and Nominating Committee to assess the adequacy of information given to directors, communication between our Board and Management and the processes of our Board and Board committees.

The Governance and Nominating Committee recommends to our Board any changes that would enhance the performance of our Board based on the Governance and Nominating Committee's assessments.

The ongoing process of Board composition review and renewal involves the use of a skills matrix, which helps the Governance and Nominating Committee and the Board identify any gaps in the skills, expertise and industry experience identified as being most important to GABY following a review of recommended best practices, the Board Mandate, the Board Diversity Policy, GABY's strategy, and peer group disclosure.

KEY SKILLS AND EXPERIENCE

The following charts and table summarize the key skills and experience of each director together with their Committee memberships.

Specific Skill / Expertise Margot Jackie Maureen Russell Jason Robert Total Micallef Altwasser Putman Wilson Kujath Travis Directors

Strategic Insight / Leading Growth * * * * * * 6 International * * * * 4 CEO/Senior Officer * * * * * 5 Cannabis * * * 3 Compensation * * * 3 Board * * * * 4 Financial Acumen * * * * * 5 Sustainable Business Practices * * * * 4 Regulatory / Public Policy / * * 2 Corporate Relations Retail / Marketing / Supply Chain / * * * * * 5 Manufacturing

Committee Memberships

Audit Committee5 * Chair * 3 Governance and Nominating Chair * 2 Committee Human Resources and * * * Chair 4 Compensation Committee

The Governance and Nominating Committee maintains a program to consider potential director candidates to further progress Board renewal at GABY. The Governance and Nominating Committee and the Board recognize the benefit that new perspectives, ideas and business strategies can offer and support periodic Board renewal. The Nominating and Governance Committee and the Board also recognize that a director's experience and knowledge of GABY's business is a valuable resource. Accordingly, the Board believes that GABY and its shareholders are better served with the regular assessment of the effectiveness and contribution of the Board, Board committees and individual directors together with periodic Board renewal, rather than on arbitrary age and tenure limits. Accordingly, the Board does not have a formal term limit or retirement policy for directors.

DIRECTOR NOMINEE IDENTIFICATION PROCESS

The Nominating and Governance Committee assists the Board in carrying out its responsibilities with respect to corporate governance and nomination issues by reviewing such issues and making recommendations to the Board as appropriate.

One of the Nominating and Governance Committee's most important responsibilities is to identify, evaluate and recommend candidates for the Board. The Nominating and Governance Committee receives and evaluates suggestions for candidates from individual directors and the Chair & Chief Executive Officer. The Nominating and Governance Committee also has the authority to retain search firms for the purpose of identifying appropriate director candidates for consideration and may, upon approval by a majority of its members, engage any outside resources deemed advisable.

The Board believes that its membership should be composed of highly qualified directors who demonstrate integrity and suitability for overseeing Management. Accordingly, all Board appointments are made on

5 All Audit Committee members are considered financially literate, as defined by applicable securities legislation.

31 merit, in the context of the skills, expertise, experience and independence which the Board as a whole requires to be effective. GABY recognizes and embraces the benefits of having a diverse Board which includes and makes good use of differences in the skills, expertise, industry experience, gender, ethnicity, age and other distinctions between directors. A Board Diversity Policy had been approved by the Board in this regard and can be found on GABY's website at www.gabyinc.com. The Nominating and Governance Committee considers these differences in determining the optimum composition of the Board and aims to balance them appropriately.

To support these goals, as part of the annual performance evaluation of the effectiveness of the Board, Board committees and individual directors and when identifying suitable candidates for appointment to the Board, the Nominating and Governance Committee reviews the skills matrix which illustrates the skills and expertise and industry experience identified as being most important to GABY that are possessed by directors currently standing for election, as well as diversity criteria and other distinctions between such directors.

ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS

The Governance and Nominating Committee is responsible for implementing procedures for the orientation and education of new Board members concerning their role and responsibilities and for the continued development of existing members of our Board.

Orientation: A formalized orientation program is currently being developed. However, new Board members are provided with an informal program regarding, among other things, the role of the Board, its committees and directors and the nature and operation of our business. Overviews of our strategy and areas of operations are also provided. New members to our Board are also encouraged to conduct their own due diligence through meetings with our Chair & Chief Executive Officer or any other director they may choose. Directors are also provided with opportunities throughout the year to meet with Management for informal question and answer discussions.

Continuing Education: We provide continuing education opportunities for all directors so that individual directors can enhance their skills as directors and strengthen their understanding of our business environment. Opportunities during 2018 / 2019 included the following:

July 2018 (prior to September 5, 2018 listing)

• Summary of the Cannabis Regulatory Environment • Summary of the Health Attributes of Cannabis • Summary of the Cannabis Commercial Environment • Summary of the State of the Capital Markets for Cannabis Companies

November 2018 • Corporate Governance and the Cannabis Industry

March 2019 • Cannabis Market in California

ETHICAL BUSINESS CONDUCT

We have a set of guiding principles and values outlining the basis on which we operate as a high

32 performance, principled corporation. These principles and values establish our commitment to conducting business ethically and legally. The Chair & Chief Executive Officer, in accordance with her position guidelines, fosters a corporate culture that promotes ethical practices and encourages individual integrity and social responsibility.

Code of Business Conduct & Ethics: The Code of Business Conduct & Ethics applies to all directors, officers, employees, contractors and consultants. The Code of Business Conduct & Ethics makes specific reference to the protection and proper use of our assets, fair dealings with our stakeholders, detection and prevention of fraud and compliance with laws and regulations. All of our directors, officers, employees, contractors and consultants are asked to review the Code of Business Conduct & Ethics and confirm on an annual basis that they understand their individual responsibilities and agree to its requirements. Any waiver of the Code of Business Conduct & Ethics for officers or directors may only be made by our Board and will be promptly disclosed to shareholders as required bylaw. The Code of Business Conduct & Ethics is available on our website at www.gabyinc.com.

Whistleblower Policy: We have a Whistleblower Policy which provides an avenue for stakeholders to communicate concerns about how we conduct our business. Concerns can be reported orally or in writing and may be made confidentially or anonymously. A report of investigations and complaints (of which to date there have been none), will be prepared on a quarterly basis and provided to the applicable Board committees at regularly scheduled Board committee meetings. The Whistleblower Policy can be found on www.gabyinc.com.

Conflicts of Interest: GABY's Board has also adopted a Conflict of Interest Policy, in a manner consistent with encouraging the highest ethical standards consistent with the belief that directors should not receive benefits by virtue of their position and board service. The Conflict of Interest Policy can be found on www.gabyinc.com.

BOARD COMMITTEES

The Board's committees assist the Board with fulfilling its fundamental responsibilities including oversight of management of the business with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal control. A brief summary of the committees' duties that support the Board in accomplishing its responsibilities follows.

Committee Memberships

The following table identifies the standing committees of the Board and the members of each committee as at July 25, 2019:

Committee Memberships Board Committee Margot Jackie Maureen Russell Jason Robert Total Directors Micallef Altwasser Putman Wilson Kujath Travis Audit Committee * Chair * 3 Governance and Chair * 2 Nominating Committee Human Resources and * * * Chair 4 Compensation Committee

Description of Committees and Mandates

Audit Committee

The Audit Committee is responsible for overseeing and reviewing GABY's identification of significant financial risks or exposures.

Members: • Russell Wilson (Chair) • Jackie Altwasser • Jason Kujath

The Audit Committee's primary duties and responsibilities are to oversee and monitor the effectiveness and integrity of our accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting compliance, oversee audits of our financial statements, review and evaluate our risk processes, review and approve Management's identification of principal financial risks and monitor the process to manage such risks, oversee and monitor our compliance with legal and regulatory requirements, oversee and monitor the qualifications, independence and performance of our external auditors, provide an avenue of communication among the external auditors, Management, and the Board, and report to the Board regularly.

The Audit Committee Mandate requires all members to be financially literate, as defined in NI 52-110.

The Audit Committee also oversees and monitors the qualifications, independence and performance of our external auditors. In 2018, the Audit Committee replaced EBT Chartered Professional Accountants, with Davidson & Company LLP, Chartered Professional Accountants, to ensure audit quality as required by the Audit Committee's Mandate.

For further information about our Audit Committee and our Audit Committee Mandate, please see the Audit Committee section of our Annual Information Form for the year ended December 31, 2017, filed on SEDAR at sedar.com and available on our website at www.gabyinc.com.

Human Resources and Compensation Committee

The HRC Committee assists the Board in carrying out its responsibilities in respect of succession planning, senior management development and Management's performance.

Members: • Robert Travis (Chair) • Margot Micallef • Maureen Putman • Jackie Altwasser

It is within the HRC Committee mandate to provide recommendations to our Board on succession planning, on senior management development and on the performance of Management. Annually, the HRC Committee will measure Management's performance and total compensation against the combined set of objectives comprised in our annual budget and our strategic plan. Our Board supports Management's commitment to training and developing all employees.

The HRC Committee's primary responsibilities are to assist the Board in carrying out its responsibilities by reviewing compensation and human resources matters in support of the achievement of our business strategy and making recommendations to the Board, as appropriate. In particular, the Human Resources and Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive Officer's performance against those goals and objectives and making recommendations to the Board with respect to the Chief Executive Officer's compensation. The HRC Committee also oversees succession planning for senior management at GABY.

The HRC Committee Mandate is available on our website at www.gabyinc.com.

Governance and Nominating Committee

The Governance and Nominating Committee assists the Board in carrying out its responsibilities with respect to corporate governance, including Board composition and nomination issues, director compensation, and making recommendations to the Board as appropriate.

Members • Jason Kujath (Chair) • Robert Travis

The Governance and Nominating Committee's primary duties and responsibilities are to identify individuals qualified to become Board members, recommend to the Board proposed nominees for election to the Board at the next annual meeting of shareholders and develop and recommend to the Board corporate governance principles applicable to GABY.

The Governance and Nominating Committee also oversees the evaluation and assessment of the effectiveness and contribution of our Board as a whole, the Board committees and individual directors, including the Board Chair.

The Governance and Nominating Committee's mandate includes the responsibility to assist the board in reviewing and maintaining the directors' compensation program. For more information on directors' compensation, see the Director Compensation sections of this Circular.

The Governance and Nominating Committee also considers, develops and recommends corporate governance issues or principles for review, discussion or action by the Board or a Board committee, as appropriate. The Governance and Nominating Committee reviews the mandates of Board committees on a periodic basis and makes recommendations, as appropriate, to the Board. The Governance and Nominating Committee also monitors best practices among Canadian companies to help ensure we adhere to high standards of corporate governance.

The Governance and Nominating Committee Mandate is available on our website at www.gabyinc.com.

SCHEDULE “A” GABRIELLA'S KITCHEN INC.

STOCK OPTION PLAN

1. The Plan

A stock option plan (the "Plan") pursuant to which options to purchase common shares ("Common Shares") in the capital stock of Gabriella's Kitchen Inc. (the "Corporation") may be granted to the directors, officers and employees of, and to consultants retained by, the Corporation or any of its subsidiaries or affiliates is hereby established on the terms and conditions herein set forth.

2. Purpose

The purpose of this Plan is to advance the interests of the Corporation by encouraging the directors, officers and employees of, and consultants retained by, the Corporation or any of its subsidiaries or affiliates to acquire Common Shares, thereby: (i) increasing the proprietary interests of such persons in the Corporation; (ii) aligning the interests of such persons with the interests of the Corporation's shareholders generally; (iii) encouraging such persons to remain associated with the Corporation or any of its subsidiaries or affiliates; and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Corporation or any of its subsidiaries or affiliates.

3. Administration

(a) This Plan shall be administered by the board of directors of the Corporation (the "Board").

(b) Subject to the terms and conditions set forth herein, the Board is authorized to provide for the granting, exercise and method of exercise of Options (as hereinafter defined), all on such terms (which may vary between Options granted from time to time) as it shall determine. In addition, the Board shall have the authority to: (i) construe and interpret this Plan and all option agreements entered into hereunder; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; and (iii) make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding on all Optionees (as hereinafter defined) and on their legal, personal representatives and beneficiaries, subject to shareholder approval as may be required by any stock exchange on which the Common Shares are listed.

(c) Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of this Plan, in whole or in part, to a committee of the Board or to the President or any other senior officer of the Corporation. Whenever used herein, the term "Board" shall be deemed to include any committee or officer to which the Board has, fully or partially, delegated responsibility and/or authority relating to the Plan or the administration and operation of this Plan pursuant to this Section 3.

(d) Options to purchase the Common Shares granted hereunder ("Options") shall be evidenced by an agreement, signed on behalf of the Corporation and by the person to whom an Option is granted, which agreement shall be in such form as the Board shall approve. Initially, the form of agreement shall be in the form attached hereto as Exhibit "A", subject to such changes and amendments to the terms and conditions thereof as the

Board, the Chief Executive Officer or the Chief Financial Officer may approve from time to time, and may contain such terms as may be considered necessary to comply with any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdictions over the Corporation, with execution of an option agreement by an officer of the Corporation to constitute conclusive evidence as to the approval of all such terms and conditions.

4. Eligibility and Participation

(a) The Board may, in its discretion, select any of the following persons to participate in this Plan:

(i) directors of the Corporation or any of its subsidiaries or affiliates;

(ii) officers of the Corporation or any of its subsidiaries or affiliates;

(iii) employees of the Corporation or any of its subsidiaries or affiliates;

(iv) consultants retained by the Corporation or any of its subsidiaries or affiliates, provided such consultants have performed and/or continue to perform services for the Corporation or any of its subsidiaries or affiliates on an ongoing basis or are expected to provide a service of value to the Corporation or any of its subsidiaries or affiliates; and

(v) members of any advisory board of the Corporation,

(any such person having been selected for participation in this Plan by the Board is herein referred to as a "Optionee").

(b) The Board may from time to time, in its discretion, grant an Option to any Optionee, upon such terms, conditions and limitations as the Board may determine, including the terms, conditions and limitations set forth herein, provided that Options granted to any Optionee shall be approved by the shareholders of the Corporation if the rules of any stock exchange on which the Common Shares are listed require such approval.

(c) Options will not be granted to a director, officer, employee or consultant of the Corporation, unless such Optionee is a bona fide director, officer, employee or consultant of the Corporation.

5. Common Shares Subject to Plan

(a) Subject to Section 16 below, the securities that may be acquired by Optionees under this Plan shall consist of authorized but unissued Common Shares. Whenever used herein, the term "Common Shares" shall be deemed to include any other securities that may be acquired by an Optionee upon the exercise of an Option the terms of which have been modified in accordance with Section 16 below.

(b) The aggregate number of Common Shares reserved for issuance under this Plan shall be equal to 10% of the aggregate Common Shares issued and outstanding from time to time (calculated on a non-diluted basis).

(c) If any Option granted under this Plan shall expire or terminate for any reason without having been exercised in full, any unpurchased Common Shares to which such Option relates shall be available for the purposes of the granting of Options under this Plan.

6. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of this Plan ensure that the number of Common Shares it is authorized to issue shall be sufficient to satisfy the Corporation's obligations under all outstanding Options granted pursuant to this Plan.

7. Exercise Price

The Board shall, at the time an Option is granted under this Plan, fix the exercise price at which Common Shares may be acquired upon the exercise of such Option provided that such exercise price shall not be less than that from time to time permitted under the rules of any stock exchange or exchanges on which the Common Shares are then listed.

8. Number of Optioned Common Shares

The number of Common Shares that may be acquired under an Option granted to an Optionee shall be determined by the Board as at the time the Option is granted, provided that:

(a) the aggregate number of Common Shares reserved for issuance under this Plan, together with any other security based compensation arrangement of the Corporation, shall not, at the time of grant, exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time (calculated on a non-diluted basis) unless the Corporation receives the permission of the stock exchange or exchanges on which the Common Shares are then listed to exceed such threshold;

(b) no more than 5% of the issued and outstanding Common Shares may be granted to any one Optionee in any 12 month period (unless the Corporation has obtained disinterested shareholder approval);

(c) no more than 2% of the issued and outstanding Common Shares may be granted to any one consultant in any 12 month period;

(d) no more than an aggregate of 2% of the issued and outstanding Common Shares may be granted to employees conducting investor relations activities in any 12 month period; and

(e) the Corporation must obtain disinterested Shareholder approval where, together with all of the Corporation's previously established and outstanding stock option plans or grants: (i) the number of Common Shares reserved for issuance under stock options granted to Insiders exceeds 10% of the issued and outstanding Common Shares; (ii) the grant to Insiders, within a 12 month period, of a number of Options exceeds 10% of the issued and outstanding Common Shares; or (iii) the issuance to any one Optionee, within a 12 month period, of a number of Common Shares exceeds 5% of the issued and outstanding Common Shares.

9. Term

The period during which an Option may be exercised (the "Option Period") shall be determined by the Board at the time the Option is granted, subject to any vesting limitations which may be imposed by the Board in its sole unfettered discretion at the time such Option is granted, and subject to Sections 12, 13 and 17 below, provided that:

(a) no Option shall be exercisable for a period exceeding 5 years from the date the Option is granted unless the Corporation receives the permission of the stock exchange or exchanges, as applicable, on which the Common Shares are then listed and as specifically provided by the Board;

(b) no Option in respect of which shareholder approval is required under the rules of any stock exchange or exchanges on which the Common Shares are then listed shall be exercisable until such time as the Option has been approved by the shareholders of the Corporation;

(c) the Board may, subject to the receipt of any necessary regulatory or stock exchange approvals, in its sole discretion, accelerate the time at which any Option may be exercised, in whole or in part; and

(d) any Options granted to any Optionee must expire within 60 days after the Optionee ceases to be an Optionee, and within 30 days for any Optionee engaged in investor relation activities after such Optionee ceases to be employed to provide investor relation activities.

10. Extension of Options During Blackout Period

If the normal expiry date of any Options falls within any Black-Out Period (as hereinafter defined) or within seven (7) business days following the end of any Black-Out Period ("Black-Out Options"), then the Expiry Date of such Black-Out Options shall, without any further action, be extended to the date that is seven (7) business days following the end of such Black-Out Period. The foregoing extension applies to all Options whatever the date of grant and shall not be considered an extension of the term of the Options as referred to in Section 19(a) hereof.

"Black-Out Period" means the period during which the relevant Optionee is prohibited from exercising an Option due to trading restrictions imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that time.

11. Method of Exercise of Option

(a) Except as set forth in Sections 12 and 13 below or as otherwise determined by the Board, no Option may be exercised unless the holder of such Option is, at the time the Option is exercised, a director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates.

(b) Options that are otherwise exercisable in accordance with the terms thereof may be exercised in whole or in part from time to time.

(c) Any Optionee (or the Optionee's legal, personal representative) wishing to exercise an Option shall deliver to the Corporation, at its principal office:

(i) a written notice expressing the intention of such Optionee (or the Optionee's legal, personal representative) to exercise the Optionee's Option and specifying the number of Common Shares in respect of which the Option is exercised; and

(ii) a cash payment, cheque or bank draft, representing the full purchase price of the Common Shares in respect of which the Option is exercised.

(d) Upon the exercise of an Option as aforesaid, the Corporation shall use its reasonable efforts to forthwith deliver, or cause the registrar and transfer agent of the Common Shares to deliver, to the relevant Optionee (or the Optionee's legal, personal representative) or to the order thereof, a certificate representing the aggregate number of fully paid and non- assessable Common Shares as the Optionee (or the Optionee's legal, personal representative) shall have then paid for.

(e) Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law, including, without limitation, the United States Securities Act of 1933, as amended, the United States Securities and Exchange Act of 1934, as amended, applicable U.S. state laws, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Common Shares are quoted at any given time. As a condition to the exercise of an Option, the Corporation may require the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

12. Ceasing to be a Director, Officer, Employee or Consultant

Subject to any written agreement between the Corporation and an Optionee providing otherwise and subject to the Option Period, if any Optionee shall cease to hold the position or positions of director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates for any reason other than death or permanent disability of the Optionee, the Option granted to the Optionee will terminate at 5:00 p.m. (Calgary time) on the earlier of the date of the expiration of the Option Period and 60 days after the date such Optionee ceases to hold the position or positions of director, officer, employee or consultant of the Corporation or, as the case may be, ceases to actively perform services for the Corporation. An Option granted to an Optionee who performs investor relations services on behalf of the Corporation shall terminate on the date of termination of the employment or cessation of services being provided and shall be subject to any exchange policies and procedures for the termination of Options for investor relations services. For greater certainty, the termination of any Options held by the Optionee, and the period during which the Optionee may exercise any Options, shall be without regard to any notice period arising from the Optionee's ceasing to hold the position or positions of director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates.

Neither the selection of any person as an Optionee nor the granting of an Option to any Optionee under this Plan shall: (i) confer upon such Optionee any right to continue as a director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates, as the case may be; or (ii) be construed as a guarantee that the Optionee will continue as a director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates, as the case may be.

13. Death and Permanent Disability of an Optionee

Subject to any written agreement between the Corporation and an Optionee providing otherwise and subject to the Option Period, in the event of the death or permanent disability of an Optionee, any Option previously granted to the Optionee shall be exercisable until the end of the Option Period or until the expiration of 12 months after the date of death or permanent disability of such Optionee, whichever is earlier, and then only:

(a) by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or applicable law; and

(b) to the extent that the Optionee was entitled to exercise the Option as at the date of the Optionee's death or permanent disability.

14. Rights of Optionees

No person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Common Shares issuable upon exercise of such Option until such Common Shares have been paid for in full and issued to such person.

15. Proceeds from Exercise of Options

The proceeds from any sale of Common Shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine and direct.

16. Anti-Dilution of the Option

(a) Certain Adjustments. In the event of:

(i) any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

(ii) any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change; or

(iii) any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of

the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option; or

(iv) upon the distribution by the Corporation to holders of the Common Shares of shares of any class (whether of the Corporation or another corporation, but other than Common Shares), rights, options or warrants, evidences of indebtedness or cash (other than dividends in the ordinary course), other securities or other assets, the Corporation will deliver upon exercise of an Options, in addition to the number of Common Shares in respect of which the right to purchase is being exercised and without the Optionee making any additional payment, such other securities, evidence of indebtedness or assets as result from such distribution.

(b) Successive Adjustments. Adjustments shall be made successively whenever any event referred to in this Section 16 shall occur. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be. No fractional Common Shares shall be issued upon exercise of an Option following the making of any such adjustment.

17. Change of Control

The Board shall have the power, in the event of a Change of Control (as hereinafter defined), to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including to accelerate and amend any stock option agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Board shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to the completion of such transaction.

For the purpose of this Plan, Change of Control means and shall be deemed to have occurred upon:

(a) the acquisition of:

(i) shares of the Corporation; and/or

(ii) securities convertible into, exercisable for or carrying the right to purchase shares of the Corporation ("Convertible Securities"),

as a result of which a person, group of persons or persons acting jointly or in concert, or persons that are associates or affiliates with any such person, group of persons or any of such persons (collectively "Aquirors"), beneficially own shares of the Corporation or Convertible Securities such that, assuming only the conversion or exercise of Convertible

Securities beneficially owned by the Acquirors, the Acquirors would beneficially own shares which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of the Corporation which may be cast to elect directors of the Corporation; or

(b) approval by the shareholders of the Corporation of:

(i) an amalgamation, arrangement, merger or other consolidation of the Corporation with another corporation pursuant to which the shareholders of the Corporation immediately prior thereto do not immediately thereafter own shares of the successor continuing corporation which entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation which may be cast to elect directors of that corporation; or

(ii) a liquidation, dissolution or winding-up of the Corporation; or

(iii) a sale, lease or other disposition of all or substantially all of the assets of the Corporation, or

18. Transferability

All benefits, rights and Options accruing to any Optionee in accordance with the terms and conditions of this Plan shall be non-transferable and non-assignable unless specifically provided herein. During the lifetime of an Optionee any Options granted hereunder may only be exercised by the Optionee and in the event of the death or permanent disability of an Optionee, by the person or persons to whom the Optionee's rights under the Option pass by the Optionee's will or applicable law.

19. Termination and Amendment

(a) Compliance with Law. The Board may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of any stock exchange on which the Common Shares are listed or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights, subject to the approval of any stock exchange on which the Common Shares are listed or such regulatory authority.

(b) Other Reasons. The Board may amend or terminate this Plan or any outstanding Option granted hereunder for any reason, other than the reasons set forth in Section 19(a), subject to the approval of any stock exchange on which the Common Shares are listed or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by any stock exchange on which the Common Shares are listed or such regulatory authority. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

(c) Initial Stock Exchange Approval. The Plan, and any amendments thereto, shall be subject to acceptance and approval by any stock exchange on which the Common Shares are listed. Any Options granted prior to such approval and acceptance shall be conditional upon such

approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

20. Necessary Approvals

The obligation of the Corporation to issue and deliver Common Shares in accordance with this Plan and options granted hereunder is subject to applicable securities legislation and to the receipt of any approvals that may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If Common Shares cannot be issued to an Optionee upon the exercise of an Option for any reason whatsoever, the obligation of the Corporation to issue such Common Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the relevant Optionee as soon as practicable.

21. Stock Exchange Rules

This Plan and any option agreements entered into hereunder shall comply with the requirements from time to time of the stock exchange or exchanges on which the Common Shares are listed.

22. Right to Issue Other Common Shares

The Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Common Shares, varying or amending its share capital or corporate structure or conducting its business in any way whatsoever.

23. Notice

Any notice required to be given by this Plan shall be in writing and shall be given by registered mail, postage prepaid or delivered by courier or by facsimile transmission addressed, if to the Corporation, at its principal address, Attention: Chief Financial Officer; or if to an Optionee, to such Optionee at his address as it appears on the books of the Corporation or in the event of the address of any such Optionee not so appearing then to the last known address of such Optionee; or if to any other person, to the last known address of such person.

24. Previously Granted Stock Options

This Plan shall apply to any previously granted stock option agreements to the extent permitted by law and to the extent permitted by the terms and conditions contained therein, and to the extent that the Board is permitted to exercise any discretion under any such option agreement, it shall exercise that discretion in a manner consistent with this Plan.

25. Withholding Tax

Upon exercise of an Option, the Optionee will, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Common Shares, pay to the Corporation amounts necessary to satisfy applicable withholding tax requirements or will otherwise make arrangements satisfactory to the Corporation for such requirements. In order to implement this provision, the Corporation or any related corporation will have the right to retain and withhold from any payment of cash or Common Shares under this Plan the amount of taxes required to be withheld or otherwise deducted and paid in respect of such exercise. At its discretion, the Corporation may require an Optionee receiving Common Shares upon the exercise of an Option to reimburse the Corporation for any such taxes required to be withheld by the Corporation and withhold any distribution to the Optionee in whole or in

44 part until the Corporation is so reimbursed. In lieu thereof, the Corporation will have the right to withhold from any cash amount due or to become due from the Corporation to the Optionee an amount equal to such taxes. The Corporation may also retain and withhold or the Optionee may elect, subject to approval by the Corporation at its sole discretion, to have the Corporation retain and withhold a number of Common Shares having a market value not less than the amount of such taxes required to be withheld by the Corporation to reimburse the Corporation for any such taxes and cancel (in whole or in part) any such Common Shares issuable upon exercise of an Option so withheld.

26. Interpretation

This Plan will be governed by and construed in accordance with the laws of Canada.

27. Effective Date

This Plan shall become effective July 30, 2018.

EXHIBIT "A"

STOCK OPTION AGREEMENT

THIS AGREEMENT made as of the ___ day of ______, 20___.

BETWEEN: GABRIELLA'S KITCHEN INC., a corporation existing under the Business Corporations Act (Alberta) (hereinafter called the "Corporation")

OF THE FIRST PART

AND: ______, an individual (hereinafter called the "Optionee")

OF THE SECOND PART

THIS AGREEMENT WITNESSETH that in consideration of the sum of One ($1.00) Dollar now paid by the Optionee to the Corporation, the receipt and sufficiency of which is hereby acknowledged, and of the mutual covenants hereinafter contained, the parties hereto agree as follows: 1. On ______(the "Date of Grant");

2. ______(the "Optionee");

3. was granted a non-assignable option (the "Option") to purchase ______common shares in the capital of the Corporation (the "Shares");

4. at a price of CAD$______per Share;

5. for a term expiring at 5:00 p.m., Calgary time on ______;

6. the Options shall not be transferable or assignable, and shall vest and be exercisable in accordance with the following schedule:

Number of Options Vesting

__ of the Options ______;

__ of the Options ______; and

__ of the Options ______,

7. the inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation

45 46

of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained;

8. all capitalized terms used, but not defined, herein shall have the respective meanings set forth in the Corporation's stock option plan made effective July [n], 2018 (the "Plan").

9. By signing this Agreement, the Optionee acknowledges that he or she has read and understands the Plan and has been provided with an opportunity to seek independent legal advice with respect to the Plan. The Optionee agrees to be bound by all the terms and provisions of the Plan.

Other provisions:

This Agreement and all related documents have been drawn up in the English language at the specific request of the parties hereto. Cette entente et les documents qui y sont afférents ont été rédigés en langue anglaise à la demande expresse des parties.

DATED as of the _____day of ______, 20___.

GABRIELLA'S KITCHEN INC.

Per:

Authorized Signatory

[NAME OF OPTIONEE]