Shareholder information

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Introduction

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and considers the role of the individual members of management who are appointed by the Board and who are charged with day-to-day management of the Company. Goodbody Health Group Inc is managed with reference to CSE and AQSE rules and regulations as well as the QCA corporate governance code.  See the QCA code adoption by the company here.

Pursuant to Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), the Company is required to disclose its corporate governance practices. The Board will monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

In order to comply with rule 71 of the AQSE Rules we are providing the information below.

Country of incorporation

The location of incorporation for Goodbody Health Group Inc is British Columbia, Canada.

AGM & Proposed Re-domiciliation

Articles of Association / Name Change Certificates

AGM Sept 16, 2021

AGM Jan 26, 2021

Financial Results

Scheme of Arrangements / Admission Documents

Securities in issue

Number of securities

The Company has the following Ordinary Shares, Options and Warrants outstanding:
Common Shares364,962,152
Options36,603,461
Warrants49,317,379

Table of Terms

The table below sets out a summary of the terms of the options and warrants that have been issued by the Company.

Option / Warrant InstrumentNumber Exercise price per Common ShareExercise period – FromExercise period – To% of Issued Share Capital following exercise
Value capped options / MIP shares15,480,519 June 03, 2020June 03,20254.2%
MIP shares446,759 June 17, 2020June 17, 20250.1%
MIP shares938,196 August 23, 2020August 23, 20250.3%
MIP shares10,796,700 December 22, 2021December 22, 20263.0%
Options4,188,375$ 0.025September 30, 2020March 01, 20231.1%
Options335,070$ 0.050September 30, 2020March 01, 20230.1%
Options748,323$0.075September 30, 2020March 30, 20300.2%
Options1,861,500$ 0.112September 30, 2020March 30, 20300.5%
Options360,845$0.326September 30, 2020March 30, 20300.1%
Options1,447,173$0.062July 8, 2021July 8, 20250.4%

Full exercise of all outstanding options and warrants would result in dilution of approximately 23.5%.

Substantial Shareholders

Name – Number of Ordinary Shares – % of issued Share Capital

NameHoldingPercentage
Geremy Thomas / Carbon Managers Ltd78,406,38021.5%
Bmak Investment LTD / Ken Lawrence15,189,8414.2%
Exhall Pty Ltd / Clive Standish13,600,5553.7%

N.B 72.4% of common shares are in public hands

As directors, Geremy Thomas and Clive Standish are restricted by ESCROW regulations and the normal MAR restrictions of closed period.

Table of Contents

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