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.

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
Options36,903,461
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 Instrument Number Exercise price per Common Share Exercise period – From Exercise period – To % of Issued Share Capital following exercise
Value capped options / MIP shares 15,480,519 June 03, 2020 June 03,2025 4.2%
MIP shares 446,759 June 17, 2020 June 17, 2025 0.1%
MIP shares 938,196 August 23, 2020 August 23, 2025 0.3%
MIP shares 10,796,700 December 22, 2021 December 22, 2026 3.0%
Options 4,188,375 $ 0.025 September 30, 2020 March 01, 2023 1.1%
Options 335,070 $ 0.050 September 30, 2020 March 01, 2023 0.1%
Options 748,323 $0.075 September 30, 2020 March 30, 2030 0.2%
Options 1,861,500 $ 0.112 September 30, 2020 March 30, 2030 0.5%
Options 360,845 $0.326 September 30, 2020 March 30, 2030 0.1%
Options 300,000 $1.23 May 27, 2019 May 27, 2024 0.1%
Options 1,447,173 $0.062 July 8, 2021 July 8, 2025 0.4%

Full exercise of all outstanding options and warrants would result in dilution of approximately 23.6%.

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 72.36% 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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