V2.0 / Effective Date: Nov 22, 2023

Policy Regarding Payments to Government Officials

This Compliance with Anti-Corruption Laws Policy (the “Policy”) is intended to ensure that HYTN Innovations Corp. and all of its subsidiaries (collectively, “HYTN” or the “Corporation”) does not seek or receive any improper advantage in the course of its business dealings and to ensure that all payments and expenses are properly recorded in our books and records. The Corporation is subject to different anti-bribery laws in the jurisdictions where we do business. This Policy is designed to ensure HYTN remains compliant at all times with all applicable laws. It applies to all HYTN entities and all directors and employees of each HYTN entity conducting business in any location. All agents, suppliers, consultants and other providers of goods and/or services (collectively, “Contractors”) entering into agreements or arrangements with HYTN entities are also required to comply with this Policy as if they were HYTN employees in the course of their provision of goods and/or services to HYTN or, at HYTN’s discretion, to have and comply with their own policy, which shall be appropriate in the circumstances.

Summary of Policy

No HYTN entity or employee shall offer or pay money or anything of value (including any favour or benefit of any kind), directly or indirectly, to any Government Official (defined herein) in order to secure or retain business or to receive favourable treatment of any type from any government or Government Official.

Gifts and Entertainment Expenses

No HYTN entity or employee shall provide any gift (other than a gift of nominal value that includes the Corporation’s logo) to any Government Official unless such gift is consistent with customary business practice AND approval to give such gift is received, in advance, from the Corporation’s Chief Operating Officer. Further, no HYTN entity or employee shall pay for entertainment or hospitality of any sort for a Government Official except to the extent permissible pursuant to section 8 of this Policy.

Reporting of Violations

Any employee who believes in good faith that a violation of this Policy has occurred shall report such actual or suspected violation immediately. The employee may do so: (1) by reporting the actual or suspected violation to his or her supervisor; or (2) by reporting such actual or suspected violation to the Corporation’s Chief Operating Officer (by email at: jason.broome@hytn.life). Any supervisor receiving such a report from an employee must immediately inform the Corporation’s Chief Operating Officer of the report.

Although the above summary sets forth the key provisions of this Policy, all HYTN employees and Contractors are responsible for being familiar with the Policy in its entirety and for complying with it in all respects.

The Anti-Corruption Laws

HYTN Innovations Corp. is incorporated in British Columbia. Therefore, it and all HYTN entities are subject to Canadian laws as well as the laws of all other countries in which they do business. This Policy has been designed so that compliance with this Policy will result in compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”), Canada’s Corruption of Foreign Public Officials Act and the equivalent laws in all other countries in which we do business. This Policy will refer to all such laws as “Anti-Corruption Laws”.

Anti-Corruption Laws prohibit HYTN entities, employees and Contractors, no matter where in the world they are located, from

• offering, promising or giving money or anything of value to a Government Official, either directly or indirectly through a third party, for the purpose of obtaining or retaining business or receiving favourable treatment in the course of business;

• offering, promising or giving money or anything of value to a Government Official, either directly or indirectly through a third party, for the purpose of obtaining or retaining favourable legislation or regulation or other preferential treatment (for example, relief from import duties);

• offering, promising or giving money or anything of value to any third party (such as a Contractor) while knowing that some or all of the payment will be given or offered to a Government Official in order to obtain or retain business or favourable treatment. A person is considered to be acting knowingly if he or she is aware that such a payment will occur or is substantially certain or highly probable to occur; and

• falsifying a company’s books and accounting records, mischaracterizing the true nature or purpose of a payment or knowingly circumventing or failing to implement accounting controls which, in reasonable detail, accurately and fairly reflect transactions.

The definition of “Government Official” includes: any officer or employee of a government or governmental department, agency or instrumentality; anyone acting in an official capacity on behalf of a governmental entity; any employee of a government-owned corporation; any employee of an international organization such as the United Nations or the World Health Organization; and any elected official, political party, party official or candidate for public office. “Government Official” also includes employees of state-owned or state-controlled companies and employees of boards, commissions and agencies with whom we may interact at local, municipal, state or federal government levels and anyone who carries out any public function on behalf of these entities. Further, for the purposes of this Policy, all governors, leaders and council members of indigenous councils and organizations are considered to be Government Officials. “Government Official” shall also include any spouse, child, parent or other close relative of a Government Official.

Compliance with Anti-Corruption Laws

All HYTN entities, and their respective directors, employees and Contractors (during their provision of goods and/or services to HYTN entities) shall comply at all times with the Anti-Corruption Laws. No HYTN entity or employee shall, directly or indirectly through another person (including a Contractor), offer or pay money or anything of value (including any favour or benefit) to any Government Official in order to secure or retain business or to receive favourable treatment of any type from any government or Government Official. Favourable treatment by a government or a Government Official may include a wide range of conduct, including, for example, the granting of permits or approvals, the waiver or reduction of import duties or other government charges, and actions intended to support favourable legislation or regulation or to block unfavourable legislation or regulation.

If any person, including any Government Official (or any person acting on behalf of a government entity) asks, directly or indirectly, that any HYTN employee offer or pay money or anything of value to the Government Official in order to secure favourable treatment from such Government Official, the HYTN employee shall promptly report that fact in accordance with section 12 of this Policy.

Facilitating Payments

Certain payments to Government Officials that relate to the facilitation of routine governmental actions, such as the provision of mail service or the processing of official papers, are permissible under the FCPA but are illegal under the laws of other countries in which we operate. Therefore, no HYTN employee or Contractor shall make any such payment.

Gifts

It may be customary and appropriate in certain circumstances to provide Government Officials gifts of nominal value but we must be mindful that in certain circumstances, gifts can be misconstrued as bribes. This Policy does not limit the ability of HYTN employees to periodically provide Government Officials gifts of nominal value that contain the Corporation’s logo (and are, therefore, clearly promotional in nature and incapable of being misinterpreted as bribes). No HYTN entity or employee shall provide any other gifts to any Government Official unless such gifts are consistent with customary business practice AND prior approval to give such gifts is received from the Corporation’s Chief Operating Officer. For certainty, gifts of cash and cash equivalents are never permitted nor are gifts that are given with the intention of seeking an improper advantage from a Government Official. All gifts must be fully and accurately recorded in the Corporation’s books and records.

Entertainment and Hospitality Expenses

The exchange of meals and/or entertainment of reasonable value is a normal business courtesy meant to create goodwill and foster positive working relationships but in certain circumstances may be misconstrued as bribes. No HYTN entity or employee shall pay for entertainment or hospitality of any sort for a Government Official except if such hospitality is infrequent, consistent with customary business practice and otherwise in compliance with the Corporation’s Code of Business Conduct and Ethics and Code of Ethics for Senior Officers. Entertainment or hospitality that is of a greater monetary value may be permitted in certain limited circumstances, but requires the prior express authorization from the Corporation’s Chief Operating Officer. All entertainment and hospitality expenses must be fully and accurately recorded in the Corporation’s books and records.

Payment of Reasonable and Bona Fide Expenses

HYTN may pay bona fide and reasonable expenditures (including travel and lodging) incurred by or on behalf of a Government Official if the payments are directly related to either (1) expenditures required in order to comply with the terms of a contract with a government or agency thereof or applicable laws or regulations; or (2) expenditures made at the discretion of HYTN related to the promotion, demonstration or explanation of products, services, operations or technical capabilities of HYTN. However, before any such expenses are incurred, approval must be obtained from the President of the applicable HYTN business unit with respect to such required expenditures and from Corporation’s Chief Operating Officer with respect to such discretionary expenditures.

Others Contracting with HYTN

HYTN regularly contracts with Contractors for goods and/or services. The integrity of such third parties is of critical importance to HYTN because in certain circumstances HYTN and its employees may be held responsible for the conduct of such third parties under the Anti-Corruption Laws even if unaware of such conduct. Accordingly, before HYTN may enter into any agreement or arrangement with such a third party, the third party must agree in writing to be bound by this Policy just as if it were an employee of HYTN or, at the discretion of HYTN, to comply with all applicable Anti-Corruption Laws and its own policy, which shall be appropriate in the circumstances.

Any proposed contracts with third party Contractors to aid the Corporation in developing, securing or obtaining new business opportunities or to aid it in enhancing, maintaining or enlarging existing business, government or stakeholder relationships require the prior written approval of the Corporation’s Chief Operating (by email at: jason.broome@hytn.life) and require the written agreement of such third party to comply with this Policy. Prior to engaging such a third party, the Corporation shall ensure that proper due diligence, checks and research are carried out on the reputation, background and past performance of the prospective third party, as appropriate.

Accurate Recording of All Related Transactions

It is the responsibility of all HYTN entities and employees to ensure that the Corporation’s books and records accurately and fairly reflect the transactions in which the Corporation participates. Accordingly, any HYTN employee that participates in any transaction covered by this Policy shall take reasonable measures to ensure that the nature and amount of the transaction are accurately and fairly reflected in the Corporation’s books and records.

Reporting of Actual or Suspected Violations of this Policy

Any employee who believes in good faith that a violation of this Policy has occurred shall report such actual or suspected violation immediately. The employee may do so: (1) by reporting the actual or suspected violation to his or her supervisor; or (2) by reporting such actual or suspected violation to the Corporation’s Chief Operating (by email at: jason.broome@hytn.life). If a report of an actual or suspected violation is made to an employee’s supervisor, that supervisor shall report such information to the Corporation’s Chief Operating Officer.

It is HYTN’s policy that no retaliation, adverse employment or other punitive action will be taken against anyone who makes a good faith report of an actual or suspected violation of this Policy.

Consequences of Non-Compliance

Any employee who fails to comply with the requirements of this Policy will be subject to disciplinary action, up to and including termination. Similarly, persons or entities who provide goods and/or services to HYTN as Contractors should expect to have their contracts terminated for cause if they violate this Policy or any applicable Anti-Corruption Laws.

Red Flags

It is the responsibility of all HYTN employees to ensure not just their own but also the Corporation’s compliance with this Policy. Certain situations arise which may indicate a potential violation of the Anti-Corruption Laws or this Policy that should act as a warning or red flag to our employees. Below is a list of some, but not all, potential red flags:

• payments to persons outside the normal scope of business;

• payment requests lacking standard invoices;

• checks made out to “cash”;

• unusual credits granted to new customers; or

• payments to or on behalf of a Government Official that are not recorded in the Corporation’s books and records in a way that accurately reflects the nature of the payment.

As discussed above, third parties contracting with HYTN to provide goods and/or services are also required to comply with this Policy. Potential red flags relating to the conduct of such third parties include:

• the third party requests the payment of exorbitant travel or entertainment expenses;

• a Government Official requests or requires that we engage a specific contractor or service provider;

• the third party requests fees or commissions higher than market rates;

• the third party claims to have a special relationship with Government Officials; or

• the third party requests that his or her agreement with HYTN be kept secret.

HYTN will provide periodic training on this Policy to its employees as appropriate to aid in their understanding of this Policy. However, if you have any questions or concerns regarding this Policy, please contact the Corporation’s Chief Operating Officer (by email at: jason.broome@hytn.life).

V2.0 / Effective Date: Nov 22, 2023

Purpose of the Committee

The purpose of the Audit Committee (the "Committee") of the board of directors (the “Board”) of HYTN Innovations Inc. (the “Corporation”) is to provide an open avenue of communication between management, the Corporation's independent auditors and the Board and to assist the Board in its oversight of:

1. the integrity, adequacy and timeliness of the Corporation's financial reporting and disclosure practices;

2. the Corporation's compliance with legal and regulatory requirements related to financial reporting; and

3. the independence and performance of the Corporation's independent auditors.

The Committee shall also perform any other activities consistent with this Charter, the Corporation's Articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chair from among their number. A majority of the members of the Committee must not be officers or employees of the Corporation or of an affiliate of the Corporation. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Corporation or of an affiliate of the Corporation. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee's role is one of oversight. Management is responsible for preparing the Corporation's financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with international financial reporting standards ("IFRS"). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditors' responsibility is to audit the Corporation's financial statements and provide their opinion, based on their audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation in accordance with IFRS.

The Committee is responsible for recommending to the Board the independent auditors to be nominated for the purpose of auditing the Corporation's financial statements, preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, and for reviewing and recommending the compensation of the independent auditors. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditors. The independent auditors shall report directly to the Committee.

Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

• Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

• Review the appointments of the Corporation's Chief Financial Officer and any other key financial executives involved in the financial reporting process.

• Review with management and the independent auditors the adequacy and effectiveness of the Corporation's accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

• Review with management and the independent auditors the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

• Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

• Review the Corporation's financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

• Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the independent auditors' judgment about the quality and appropriateness of the Corporation's accounting policies. This review may include discussions with the independent auditors without the presence of management.

• Review with management and the independent auditors significant related party transactions and potential conflicts of interest.

• Pre-approve all non-audit services to be provided to the Corporation by the independent auditors.

• Monitor the independence of the independent auditors by reviewing all relationships between the independent auditors and the Corporation and all non-audit work performed for the Corporation by the independent auditors.

• Establish and review the Corporation's procedures for the:

  1. receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

  1. confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

• Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Corporation.

Perform such other functions and exercise such other powers as are prescribed form time to time for the audit committee of a reporting company in Parts 2 and 4 of National Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the Articles of the Corporation.

Approval

Adopted by the corporation as per the effective date above.

V2.0 / Effective Date: Nov 22, 2023

Introduction

HYTN Innovations Corp. ("HYTN" or the "Corporation") requires the highest standards of professional and ethical conduct from our directors, officers and employees. Our reputation among our shareholders for honesty and integrity is key to the success of our business. No director, officer or employee will be permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings. Honesty and integrity must always characterize our business activity.

This code of business conduct and ethics (the “Code”) reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all directors, officers and employees are expected to comply. Please read this Code carefully.

In addition to following this Code in all aspects of your business activities, you are expected to seek guidance in any case where there is a question about compliance with both the letter and spirit of our policies and applicable laws. This Code sets forth general principles and does not supersede the specific policies and procedures that are covered in the specific policies statements, including but not limited to the Company’s anti-corruption policy, corporate disclosure policy, whistleblower policy, audit committee charter, nominating, governance and compensation committee charter and insider trading and blackout policy. References in this Code to the Corporation means the Corporation or any of its subsidiaries, as the case may be. Violation of these policies may result in disciplinary actions up to and including discharge from the Corporation.

Your cooperation is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.

Conflicts of Interest

As directors, officers and employees, we must never let our personal interests interfere with, or appear to interfere in any way with, the interests of the Corporation and/or our ability to perform our work effectively. The ability to make objective business decisions can be compromised if directors, officers or employees have personal interests that conflict with the Corporation’s interests. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Corporation. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Corporation and any other organization in which you or a family member have an interest.

Employees, officers and directors are prohibited from taking for themselves opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain.

The Corporation is engaged in the cannabis business. In general, the private investment activities of employees, directors and officers are not prohibited, however, should an existing investment pose a potential conflict of interest the potential conflict should be disclosed to the CEO or the Board of Directors. Any other activities of employees which pose a potential conflict of interest should also be disclosed to the CEO or the Board of Directors. Any such potential conflicts of interests will be dealt with openly with full disclosure of the nature and extent of the potential conflicts of interests with the Corporation.

It is acknowledged that employees, officers and directors may be directors or officers of other entities engaged in the cannabis industry, and that such entities may compete directly or indirectly with the Corporation. Passive investments in public or private entities of less than one per cent (1%) of the outstanding shares will not be viewed as “competing” with the Corporation. Any director, officer or employee of the Corporation who is actively engaged in the management of, or who owns an investment of one per cent (1%) or more of the outstanding shares, in public or private entities shall disclose such holding to the CEO or the Board of Directors. In the event that any circumstance should arise as a result of such positions or investments being held or otherwise which in the opinion of the Board of Directors constitutes a conflict of interest which reasonably affects such person's ability to act with a view to the best interests of the Corporation, the Board of Directors will take such actions as are reasonably required to resolve such matters with a view to the best interests of the Corporation. Such actions may, without limitation, include excluding such directors, officers or employees from certain information, discussions or activities of the Corporation, which the CEO or the Board of Directors deems appropriate.

Corporate Opportunities

All employees, officers, and directors owe a duty to the Corporation to advance the Corporation’s interests when the opportunity arises. Employees, officers and directors are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain (or for the benefit of friends or family members). Employees, officers and directors are also prohibited from competing with the Corporation.

Confidentiality

Employees, officers, and directors must maintain the confidentiality of information entrusted to them by the Corporation or that otherwise comes into their possession in the course of their employment, except when disclosure is authorized or legally mandated. The obligation to preserve confidential information continues even after you leave the Corporation.

Confidential information includes all non-public information, and information that suppliers, customers and partners have entrusted to us.

Protection and Proper Use of Corporation Assets

All employees, officers, and directors should endeavour to protect the Corporation's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Corporation's profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.

Corporation assets, such as funds, products or computers, may only be used for legitimate business purposes or other purposes approved by management. Corporation assets may never be used for illegal purposes.

The obligation to protect Corporation assets includes proprietary and confidential information. Proprietary information includes any information that is not generally known to the public or would be helpful to our competitors. Examples of proprietary information are intellectual property, acquisition and exploration plans and prospects, business and marketing plans and employee information. The obligation to preserve proprietary information continues even after you leave the Corporation.

Fair Dealing

Each employee should endeavour to deal fairly with the Corporation's customers, suppliers, partners, competitors and personnel. No employee should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Compliance with Laws, Rules and Regulations

Compliance with both the letter and spirit of all laws, rules, and regulations applicable to our business is critical to our reputation and continued success. All employees, officers and directors must respect and obey the laws of the cities, provinces, and countries in which we operate and avoid even the appearance of impropriety.

Compliance with Environmental Laws

The Corporation is sensitive to the environmental, health and safety consequences of its operations. Accordingly, the Corporation is in strict compliance with all applicable Federal and Provincial environmental laws and regulations. If any employee has any doubt as to the applicability or meaning of a particular environmental, health or safety regulation, he or she should discuss the matter with a member of the Corporation's senior management.

Discrimination and Harassment

We value the diversity of our employees and are committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics, demeaning or humiliating language and unwelcome sexual advances. Employees are encouraged to speak out when a co-worker's conduct makes them uncomfortable, and to report harassment when it occurs.

Safety and Health

We are all responsible for maintaining a safe workplace by following safety and health rules and practices. The Corporation is committed to keeping its workplaces free from hazards. Please report any accidents, injuries, unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.

In order to protect the safety of all employees, the environment and third parties, employees, officers, and directors must report to work free from the influence of any substance that could prevent them from conducting work activities safely and effectively.

Employees, officers, and directors must not engage in horse play, roughhousing, or disorderly conduct, or any other behaviour which is dangerous or disruptive, while on Corporation premises or while on company business or while representing the Corporation.

For greater clarity, please refer to all “Health and Safety” Standard Operating Procedures.

Unrelated Materials and Services

Employees, officers, and directors must not solicit or distribute non-HYTN materials or services at the workplace.

Accuracy of Corporation Records and Reporting

Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Corporation's accounting records are relied upon to produce reports for the Corporation's management, shareholders, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.

Employees, officers, and directors must not falsify any Corporation documents and must not intentionally record incorrect information in the Corporation’s business records.

All employees, officers, and directors have a responsibility to ensure that the Corporation's accounting and other business records do not contain any false or intentionally misleading entries. We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods. All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.

Business records and communications often become public through legal or regulatory investigations or the media. We should avoid exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including email and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Corporation's records retention policy.

Use of E-Mail and Internet Services

E-Mail systems and Internet services are provided to help us do work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. You may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit messages, cartoons, jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed as harassment. Also remember that "flooding" our systems with junk mail and trivia hampers the ability of our systems to handle legitimate company business and is prohibited.

Your messages (including voice mail) and computer information are considered company property and you should not have any expectation of privacy. Unless prohibited by law, the Corporation reserves the right to access your e-mail communication, and disclose this information as necessary for business or legal purposes. Use good judgment, and do not access, send messages or store any information on your work computer that you would not want to be seen or heard by other individuals.

For more information on the Corporation’s e-mail and internet policies, please refer to the IT and Communications System Policy in the HYTN Employee Policy Manual.

Political Activities and Contributions

We respect and support the right of our employees to participate in political activities. However, these activities should not be conducted on Corporation time or involve the use of any Corporation resources. Employees, officers, and directors will not be reimbursed for personal political contributions.

We may occasionally express our views on local and national issues that affect our operations. In such cases, Corporation funds and resources may be used, but only when permitted by law and by our strict Corporation guidelines. The Corporation may also make limited contributions to political parties or candidates in jurisdictions where it is legal and customary to do so. The Corporation may pay related administrative and solicitation costs for political action committees formed in accordance with applicable laws and regulations. No employee may make, or commit to, political contributions on behalf of the Corporation without the approval of the Chief Executive Officer.

Please refer to the Corporation’s Anti-Corruption Policy for further guidance.

Illicit Payments

Unlawful or unethical behaviour in the Corporation's workforce is not tolerated, including soliciting, accepting, or paying bribes or other illicit payments for any purpose. Situations where judgment might be influenced or appears to be influenced by improper considerations must be avoided. Payment or acceptance of any "kickbacks" from a contractor or other external party is prohibited.

Please refer to the Corporation’s Anti-Corruption Policy for further guidance.

Payments to Officials

Employees must comply with all laws prohibiting improper payments to officials.

Although certain types of "facilitation" payments may not be illegal, the Corporation's policy is to avoid such payments. If any employee finds that adherence to this policy would cause a substantial, adverse effect on operations, that fact should be reported to the Corporation's senior management which will determine whether an exception may lawfully be authorized. If the facilitating payment is made, such payment must be properly entered and identified on the books of the Corporation and all appropriate disclosures made.

Please refer to the Corporation’s Anti-Corruption Policy for further guidance.

Solicitation or Acceptance of Gifts

Employees, officers, and directors must not accept, directly or indirectly, gifts, gratuities, services, entertainment, or benefits from any organization or individual with which we do business (such as customers and suppliers), except of gifts of nominal value that are customary within the normal course of business (e.g. a small gift basket of baked goods received during the December holiday season). Employees, officers, and directors also must not provide gifts, gratuities, services, entertainment or benefits to customers, suppliers, or business contacts, except gifts of nominal value that are customary within the normal course of business.

Employees, officers, and directors may accept items of incidental value (generally, no more than $250) from customers, suppliers, or others as long as the gift is not given in response to solicitation on your part and as long as it implies no exchange for business purposes. Such items might include:

• event tickets;

• business meals;

• small holiday gifts or prizes;

• participation in an event (e.g. golf tournament) sponsored by a partner, including prizes; and

• transportation to or from the customer or supplier’s place of business.

In circumstances where the value of the gift exceeds $250, you must report the gift to management to confirm whether it is appropriate in the circumstances to accept the gift. Only if approved by management may you accept the gift.

Absenteeism

Employees must report to work when scheduled. Absenteeism or repeated tardiness is not acceptable.

Dangerous Items

Employees, officers, and directors must not possess weapons (e.g. firearms, swords, and knives), explosives (e.g. fireworks and bombs), or flammable materials (e.g. gasoline) while at the Corporation’s premises or while out on any HYTN related business.

Smoking and Vaping

Employees, officers, and directors must not smoke or vape inside HYTN premises.

Employees, officers, and directors may smoke or vape tobacco or nicotine products on scheduled breaks or during meal times, as long as they do so outside the worksite or office. Employees who take excessive smoke breaks may be required to work longer hours to make up for time lost smoking/vaping.

Reporting of any Illegal or Unethical behaviour

We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations or this Code. We prohibit retaliatory action against any employee who, in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false.

Please refer to the Corporation’s Whistleblower Policy for further guidance.

Directors Role in the Code of Business Conduct and Ethics

To the extent that management is unable to make a determination as to whether a breach of this Code has taken place, the Board of Directors will review any alleged breach of the Code to determine if a breach has occurred.

Any waiver of this Code for executive officers or directors will be made only by the Board of Directors or and conduct by a director or executive officer which constitutes a material departure from this Code may be promptly disclosed if required by law or stock exchange regulation.

Compliance Procedures

This Code cannot, and is not intended to, address all of the situations you may encounter. There will be occasions where you are confronted by circumstances not covered by policy or procedure and where you must make a judgment as to the appropriate course of action. In those circumstances, we encourage you to use your common sense, and to contact your supervisor, manager or a member of human resources for guidance.

If you do not feel comfortable discussing the matter with your supervisor, manager or human resources, please call Jason Broome, Chief Operating Officer at 250-215-8980.

Violations of this Code may lead to disciplinary action, up to and including termination of employment.

Senior Officers

This Section 20 of the Code the Corporation’s senior officers, the Corporation's principal financial officer and controller or principal accounting officer, and any person performing similar functions.

While we expect honest and ethical conduct in all aspects of Corporation business from all employees, we expect the highest possible standards from our senior officers. You are setting an example for other employees and we expect you to foster a culture of transparency, integrity and honesty. Compliance with the Code is a condition to your employment and any violations will be dealt with severely.

a) Conflicts of Interest

A conflict of interest occurs when your private interests interfere, or appears to interfere, in any way, with the interests of the Corporation as a whole. A conflict situation can arise when you take action or have interests that may make it difficult for you to perform your work effectively. Conflicts of interest also arise when you, or a member of your family, receives improper personal benefits as a result of your position in the Corporation. Loans to, or guarantees of obligations of, any employees, officers, directors or any of their family members are likely to pose conflicts of interest, as are transactions of any kind between the Corporation and any other organization in which you or any member of your family have an interest.

Engaging in any conduct that represents a conflict of interest are prohibited.

As a senior officer of the Corporation, it is imperative that you avoid any investment, interest or association which interferes, might interfere, or might be thought to interfere, with your independent exercise of judgment in the Corporation's best interest. Any potential conflicts of interests must be reported immediately to the Corporation's Chief Executive Officer or the Board of Directors.

b) Accurate Periodic Reports

As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic reports is required by securities regulators and essential to the success of our business. Please exercise the highest standard of care in preparing such reports in accordance with the guidelines set forth below.

• All Corporation accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction.

• All records must fairly and accurately reflect the transactions or occurrences to which they relate.

• All records must fairly and accurately reflect in reasonable detail the Corporation's assets, liabilities, revenues and expenses.

• The Corporation's accounting records must not contain any false or intentionally misleading entries.

• No transactions will be intentionally misclassified as to accounts, departments or accounting periods.

• All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.

• No information will be concealed from the Corporation’s independent auditors.

• Compliance with Generally Accepted Accounting Principles and the Corporation's system of internal accounting controls is required at all times.

c) Compliance with Laws

You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations. If you fail to comply with the Code and applicable laws you will be subject to disciplinary measures, up to and including discharge from the Corporation.

V2.0 / Effective Date: Nov 22, 2023

Objectives

The purpose of this Disclosure Policy is to ensure that all communications originating from HYTN Innovations Inc. (the “Corporation”) provide the Corporation’s employees and current and potential shareholders with important and meaningful information. It is also important that the Corporation’s employees and current and potential shareholders receive this information on a timely basis and at the same time. Maintaining the confidentiality of information prior to disclosure is vital to ensure equal access to information and to avoid Selective Disclosures (see Section 6) which could unfairly benefit certain shareholders.

Under applicable securities regulations, the Corporation generally is required to publicly disclose Material Information (defined in Section 2) immediately or as soon as practicable when the Corporation becomes aware of the information, regardless whether the information is positive or negative. The Corporation is committed to ensuring that information disclosures are made in accordance with appropriate legal and regulatory requirements.

This Policy sets out the Corporation’s policies and practices on corporate disclosure and maintaining confidentiality of Corporation information. The objectives of the Policy are:

• to provide guidance on disclosing information in a timely, consistent and appropriate manner;

• to provide guidance on protecting and preventing the improper use or disclosure of Material Information and Corporation confidential information;

• to educate the Corporation’s directors, officers, and employees on the appropriate use and disclosure of Material Information and Corporation confidential information; and

• to provide guidance on how the Corporation’s directors, officers, and employees can help ensure the Corporation meets its reporting requirements.

Personal Responsibility

It is expected that every director, officer, and employee will fully comply with all applicable legal requirements and this Policy. Failure to comply with this Policy may result in disciplinary actions.

Policy Approval

This Policy has been approved by the Board of Directors. The Chief Executive Officer will recommend any changes as needed to this Policy for review by the Board of directors.

Managing the Disclosure Process

All employees have an important role to play in ensuring that all Material Information is communicated appropriately and that confidentiality of Corporation information is safeguarded.

The Chief Executive Officer has been tasked to manage and coordinate the disclosure process. The Chief Executive Officer will determine if information is material and therefore must be Generally Disclosed (defined in Section 18) and how such Material Information is to be disclosed in accordance with applicable securities laws. For example, the Chief Executive Officer will approve the content of any news release disclosing Material Information.

Disclosure Settings

Material Information disclosure may occur in a number of settings, all of which are subject to this Policy. These include:

• disclosure in documents filed with applicable Canadian securities commissions and stock exchanges;

• written statements made in the Corporation’s annual and quarterly reports;

• supplemental investor information;

• written or verbal responses for proposals and submissions to prospects, clients, and suppliers;

• news releases;

• presentations made by senior management;

• information posted on the Corporation’s website or other electronic communications (e.g., chat rooms);

• oral statements made in group or individual external and internal meetings; and

• interviews with media, news conferences and webcasts.

The above listing is meant to be illustrative. There may be other settings in which Material Information disclosure may occur. The Chief Executive Officer should be contacted at (604) 379-4114 if there is any uncertainty as to whether or not a specific disclosure is subject to this Policy.

Material Information and Confidentiality

“Material Information” is any information relating to the business and affairs of the Corporation which results in, or would reasonably be expected to result in, a significant change in the market value or price of the Corporation’s listed securities. Stated another way, a reasonable investor would consider the information important in making a decision to buy, sell or hold the Corporation’s shares. Material Information can include positive or negative information about the Corporation. Material Information consists of Material Facts related to the Corporation or a Material Change in the Corporation’s business or operations.

A Material Change occurs not only when the change takes place, but also when management decides to implement a change to the business, which change the Board of Directors has approved or is likely to approve. For detailed definitions of Material Fact and Material Change, please see Section 18.

It is an offence under securities law for anyone in a Special Relationship (defined in Section 18) with a company to inform anyone of Material Information about that company before the Material Information has been Generally Disclosed, except in those limited cases where the communication is made in the Necessary Course of Business (as discussed in Section 6).

Overseeing and Coordinating Disclosure

The Board of Directors of the Corporation has overall responsibility for ensuring that the Corporation meets its disclosure goals and obligations.

In connection with overseeing and co-ordinating disclosure, the Chief Executive Officer’s responsibilities include:

• deciding whether information is material or not and when developments warrant public disclosure;

• ensuring that applicable regulatory requirements regarding disclosure of Material Information are met;

• monitoring the effectiveness of and compliance with the Policy;

• educating the Corporation’s directors, officers and employees about disclosure issues and this Policy;

• reviewing and authorizing disclosure (including electronic, written and oral disclosure) in advance of its public release; and

• monitoring the Corporation’s website.

The Chief Executive Officer, in consultation with the Corporation’s counsel, will also determine whether the Material Information constitutes a Material Change (see Section 18 for detailed definitions). If it is determined that a Material Change exists, the Chief Executive Officer will be directed to file a material change report with relevant Canadian securities commissions within the required time period.

In practice, the Chief Executive Officer’s office will take the lead role in preparing most disclosure documents by working in cooperation with other personnel of the Corporation depending on the subject matter.

Keeping the Chief Executive Officer Informed of Issues

It is essential that the Corporation’s directors, officers, and employees keep the Chief Executive Officer apprised of potentially material developments on a timely basis so the Chief Executive Officer can discuss and evaluate any events that might impact the disclosure process.

Keeping Board of Directors Informed of Issues

It is the responsibility of the Chief Executive Officer to keep the Board of Directors appropriately informed of potential disclosures or to present issues that require the directors’ input for resolution.

Audit Committee Review of Certain Disclosures

The Audit Committee will review the following disclosures in advance of their public release by the Corporation:

• earnings guidance or future oriented financial information; and

• news releases or other filings with securities regulators containing financial information based on the Corporation’s financial statements prior to the release of such statements.

Disclosures will also indicate at the time such information is publicly released whether the Audit Committee has reviewed the disclosure. Whenever possible, the Audit Committee will review the disclosure in advance of its public release to help increase the quality, credibility and objectivity of such disclosures.

Where feasible, the earnings news releases will be issued concurrently with the filing of quarterly or annual financial statements in order to help facilitate Audit Committee review.

Authorized Spokespersons

The Corporation’s Chief Executive Officer and, if any, the Corporation’s investor relations representative (the “IR Representative”) are designated as the Corporation’s Authorized Spokespersons.

Other Corporation directors, officers, and employees who are not authorized to be spokespersons must not respond on behalf of the Corporation to any inquiries from, or initiate communication of Material Information with the financial community, shareholders or media other than in the Necessary Course of Business (as discussed in Section 6). All such communication must be referred to one of the Authorized Spokespersons. In particular, there should be no communications with financial analysts by anyone other than an Authorized Spokesperson.

Maintaining Confidentiality of Material Information and Confidential Information

Directors, officers and employees should assume that all non-public Corporation information is confidential unless it is specifically designated otherwise.

Confidential information about the Corporation is subject to strict confidentiality restrictions and care must be taken to ensure it is provided only to other Corporation employees or third parties who require access to it to further the business purposes of the Corporation. Furthermore, such access must be on the basis that recipients understand and maintain the confidentiality of the information.

Access to confidential information should be restricted to authorized persons who are aware of their confidentiality obligations and who have signed a confidentiality agreement where required by the Corporation.

Material Information, before it is Generally Disclosed, is a type of Corporation confidential information and, therefore, is subject to strict confidentiality restrictions as well. Access to Material Information should be restricted to persons who are aware of or are informed of the disclosure requirements and practices concerning Material Information and the prohibitions on trading in securities that arise from having knowledge of Material Information (see Section 13).

Where disclosure of a Material Change is delayed pursuant to securities legislation, the Corporation is under a duty to take precautions to keep the Material Change confidential. During the period before Material Information is Generally Disclosed, the Chief Executive Officer should closely monitor market activity in the Corporation’s securities.

Selective Disclosure and Necessary Course of Business

Disclosure to any person or select group (including investment analysts and the media), of Material Information that has not been Generally Disclosed, is considered Selective Disclosure. Selective Disclosure is a prohibited activity unless such disclosure is made in the “Necessary Course of Business”.

The Necessary Course of Business is a limited exception and exists so as not to unduly interfere with a company’s necessary business activities. The exception would generally cover communications required to further the business purposes of the Corporation with:

• customers and prospects;

• vendors, suppliers, or strategic partners on issues such as joint bids, research and development, and sales and marketing contracts;

• employees, officers, and board members;

• lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the Corporation;

• parties to negotiations; and

• government agencies and non-governmental regulators.

The Necessary Course of Business exception would not permit the Corporation to make a Selective Disclosure of Material Information to a financial analyst, institutional investor or other market professional.

Confidentiality Agreements

If disclosures of Material Information are made under the Necessary Course of Business exception, the Corporation should make sure those receiving the information understand that they cannot pass the information on to anyone else or buy or sell securities of the Corporation until it has been Generally Disclosed.

It is considered good business practice to have the party receiving Material Information in the Necessary Course of Business sign a non-disclosure agreement to confirm understanding of the confidential nature of the information.

However, the use of a non-disclosure agreement does not provide an exemption to the rules against Selective Disclosure, so it is always necessary to determine whether disclosure of Material Information is being made in the Necessary Course of Business. For example, Selective Disclosure made to a financial analyst is not considered to be in the Necessary Course of Business and would result in a violation of disclosure rules regardless of whether or not a non-disclosure agreement was signed by the analyst.

Tipping Prohibitions

The most important consideration when dealing with confidential information is to take all reasonable steps to ensure that Selective Disclosure of Material Information is avoided.

Pursuant to securities legislation, the Corporation and any person in a Special Relationship with the Corporation are prohibited from informing anyone, other than in the Necessary Course of Business, of Material Information before that Material Information has been Generally Disclosed. If this occurs, this activity is commonly known as “Tipping” and is prohibited.

Please see the Corporation’s Insider Trading and Blackout Policy for further guidance.

Investment Community Disclosures

Reviewing Analyst Reports

There is a serious risk of violating the Tipping prohibition if the Corporation expresses comfort with or provides guidance on an analyst’s report, earnings model or earnings estimates. The Corporation’s general policy is not to comment upon analysts’ reports. If factual errors are found in an analyst’s report, the Chief Executive Officer may provide commentary identifying publicly disclosed factual information that may affect an analyst’s model or point out inaccuracies with reference to publicly available information about the Corporation. Such commentary will be provided in a way that does not violate applicable Selective Disclosure rules.

Distribution of analyst reports outside of the Corporation should be avoided so as not to create the impression of Corporation validation of the report.

Private Briefings with Analysts, Institutional Investors and other Market Professionals

In the course of dealing with the investment community, it may be necessary to conduct private briefings with various market professionals. During these meetings, only Non-Material Information and publicly disclosed information should be provided. Comments on current period earnings estimates and financial assumptions other than information Generally Disclosed is to be avoided.

Media Disclosures

For media representatives (e.g., business reporters) access to Material Information should be similar to that granted to the investment community. Only the Chief Executive Officer should communicate Material Information that has already been Generally Disclosed with the media. The Chief Executive Officer should be contacted if there is any confusion whether communication with media representatives is appropriate.

Industry Conferences

Corporation employees make a number of public speeches and presentations to industry groups and conferences related to areas in which the Corporation does business. It is important that these presentations do not include Material Information not yet Generally Disclosed. If there is any doubt regarding the content of the presentation or speech, further guidance should be sought from the Chief Executive Officer.

There may be other forums in which the Corporation’s directors, officers or employees make speeches or presentations relating directly to the Corporation’s business affairs and financial results. Invitations to these sorts of events should be approved by the Chief Executive Office prior to acceptance. In addition, such public speeches or presentations should be reviewed by the Chief Executive Officer. Legal counsel should be consulted, where appropriate.

Care should be taken with respect to financial and operational projections not already released and any discussions of this nature should be referred to the Chief Executive Officer. This is particularly true for discussions that are held in breakout sessions in which a Corporation director, officer, or employee may be a participant and there is no prepared script.

Electronic Communications

All communications, including electronic communications, must comply with securities laws and are subject to this Policy. Electronic communications include the Corporation website, the Internet, and email.

Electronic communications will not be used to “tip” or leak Material Information. Proper precautions should be taken when using electronic communications to discuss undisclosed Material Information about the Corporation.

Corporate Website

The IR Representative, or if none, the Chief Executive Officer, will be responsible for updating the Corporation website disclosure documents.

It is important to note that disclosure of Material Information on the Corporation website does not constitute General Disclosure and is not adequate disclosure of Material Information. The IR Representative or C the Chief Executive Officer, as the case may be, must ensure that Material Information is disseminated to all required securities regulators and is Generally Disclosed, before any disclosure is made on the Corporation website.

All publicly filed documents, including news releases containing Material Information, should be included on the Corporation website as soon as practicable after such material has been accepted for filing by the appropriate regulatory agency.

The Corporation’s external website should have a notice advising the reader that the information that is posted is accurate at the time of posting but the Corporation specifically disclaims any intention or responsibility to update this information and it may be superseded by subsequent disclosures. All Material Information disclosures posted to the Corporation website, including text and audiovisual, should show the date such material was issued. All outdated Material Information disclosures will be archived on the Corporation website for a period of two years to allow for continued public access.

Links from the Corporation’s external website to a third party website should be considered with care. When such a link is provided, a notice must be clearly posted that advises readers that they are leaving the Corporation website and that the Corporation is not responsible for the contents of the other site.

Care should be taken in responding to emails sent to the Corporation through the Corporation website. In particular, discussion of Material Information which may result in Selective Disclosure should be avoided.

Internet Discussion Forums, Chat Rooms, Bulletin Boards and Electronic Mail

Corporation employees may participate in certain electronic forums for a number of reasons related to the Corporation’s business. Material Information and Corporation confidential information should never be discussed in any electronic forum.

Directors, officers, and employees are strongly advised to not participate in any investment or business related electronic forums where the Corporation’s business affairs are discussed. Liabilities to the Corporation may arise from even well-intentioned efforts to correct rumours or defend the Corporation.

Future Oriented Financial Information

The Audit Committee will review in advance of any public release of earnings guidance and future oriented financial information.

To the extent any future oriented financial information is provided in required disclosure documents under securities legislation, it should be clearly marked as future oriented and all material assumptions used in the preparation of the future oriented financial information should be identified.

Written and oral statements relating to future oriented financial information should be accompanied by appropriate contingency and cautionary language or notices, which should identify or refer to the risks and uncertainties that may cause the actual results to differ materially from those projected in the statements.

Included should be a statement that disclaims the Corporation’s intention or obligation to update or revise the future oriented financial information, whether as a result of new information, future events or otherwise, except as required by law. Notwithstanding this disclaimer, should subsequent events prove past statements to be materially different, the Corporation may at its discretion choose to issue a news release.

At the beginning of Corporation earnings release conference calls or presentations, an Authorized Spokesperson should make a statement that future oriented financial information may be discussed. This will include appropriate cautionary language or references to cautionary statements contained in publicly available documents containing the assumptions, sensitivities, and a discussion of the risks and uncertainties.

Unintentional Selective Disclosures

Any Selective Disclosure made by a person who did not know that the information was both Material Information and had not been Generally Disclosed is commonly referred to as unintentional Selective Disclosure.

If it appears that an unintentional Selective Disclosure has been made, the Chief Executive Officer should be contacted immediately. If it is determined that there has been unintentional Selective Disclosure, the Chief Executive Officer should immediately take all appropriate steps including:

• generally disclosing the Material Information that has been unintentionally selectively disclosed; and

• notifying the person to whom the unintentional Selective Disclosure was made that such information has not been Generally Disclosed and must remain confidential and that he or she may not buy or sell securities of the Corporation until such information is Generally Disclosed.

Where the Chief Executive Officer determines that General Disclosure of an unintentional Selective Disclosure is required, the Chief Executive Officer should notify the relevant stock exchanges immediately of the unintentional Selective Disclosure and determine, with the approval of the Chief Executive Officer, whether trading should be halted pending the issuance of a news release.

Trading Restrictions

Securities legislation also prohibits anyone in a Special Relationship with the Corporation from buying or selling securities of the Corporation with knowledge of Material Information regarding the Corporation that has not been Generally Disclosed. This prohibited activity is commonly known as “insider trading.”

Please see the Corporation’s Insider Trading and Blackout Policy for further guidance.

Quiet Periods

A quarterly “Quiet Period”, during which no earnings guidance or comments with respect to the current quarter’s operations or expected results will be provided to analysts, investors or other market professionals, will be observed.

Please see the Corporation’s Insider Trading and Blackout Policy for further guidance.

Market Rumours

It is the Corporation’s general policy to neither confirm nor deny market rumours. Authorized Spokespersons are to generally respond “It is the Corporation’s policy not to comment on market rumours or speculations.” However, the Chief Executive Officer may authorize responses to rumours that are factually incorrect and are deemed harmful to the Corporation’s interests (such as a rumour that an Officer of the Corporation has been terminated, when that is not the case). Care should be taken in responding to rumours as inconsistent practices may be interpreted as Tipping.

Securities regulators may require the Corporation to make a clarifying statement where trading in the Corporation’s securities appears to be heavily influenced by rumours. If the rumour is a result of Material Information having been leaked (and therefore true) and appears to be affecting trading activity in the Corporation’s securities, the Chief Executive Officer will consider whether a full public announcement is required. This may include contacting applicable regulatory bodies and asking that trading be halted pending the issuance of a news release.

Requests for Corporate Information

The Corporation may receive requests from shareholders, potential shareholders, and media for information. Employees should refer such requests to the Authorized Spokespersons or the IR Representative for action.

Such Authorized Spokesperson or IR Representative shall maintain an up-to-date corporate information package (“CIP”) consisting of:

• the Corporation’s latest annual report;

• the Corporation’s latest quarterly report;

• the Corporation’s press releases issued for at least the previous six months; and

• selected marketing material (approved by the Chief Executive Officer).

The Authorized Spokesperson or IR Representative shall review the CIP at least quarterly to update the information contained in it if required. In addition to the usual CIP contents, additional public information such as the Corporation’s most recent proxy circular or prospectus or material change reports shall be made available upon request.

Policy Communications and Contacts

All directors, officers, and employees are to be advised of this Policy and its importance.

If there are any questions about any aspect of this Policy or responsibilities of the Corporation’s directors, officers or employees under it, the Chief Executive Officer should be contacted.

If an employee becomes aware of a possible violation of this Policy he/she is encouraged to report it to his/her manager or the Chief Executive Officer.

If any person does not feel comfortable reporting a particular matter to his or her local management, such person should report it to any other member of the Corporation’s management, including the Chief Executive Officer, in a timely, effective way and to ensure that confidentiality is maintained.

Where a person feels it is not appropriate to report the breach to a member of management, such person may report to any one of the directors. If the alleged breach is with respect to financial and internal controls and accounting matters, then the concern should be reported to the Chief Executive Officer. If a person feels this is not appropriate, the matter may be reported to external legal counsel. Counsel will have responsibility for forwarding the alleged violation to the Chair of the Audit Committee who will have responsibility for determining whether a violation has occurred and what disciplinary measures are appropriate.

Definitions

In this Policy:

“Audit Committee” means the committee of the Corporation’s Board of Directors that is responsible for, amongst other matters, overseeing the Corporation’s financial reporting process, internal controls and disclosure controls.

“Generally Disclosed” means the information has been disseminated in a manner calculated to effectively reach the marketplace and public investors have been given a reasonable amount of time to analyze the information. For example, information that has been released via a news release distributed through a widely circulated news or wire service and through a press conference and conference call. Postings to the Corporation’s website are generally not considered to be sufficient to meet “Generally Disclosed” requirements.

“Material Change” means a change in the business, operations, assets or capital of the Corporation that would reasonably be expected to have a significant effect on the market price or value of the securities of the Corporation, or a decision to implement such a change made by (i) senior management of the Corporation who believe that confirmation of the decision by the Board of Directors of the Corporation is probable; or (ii) the Board of Directors of the Corporation. In other words, a change or the decision to make a change in the Corporation’s business (approved or likely to be approved by the board) that will have an impact on the decision of a shareholder to buy, sell, or hold the Corporation’s securities.

“Material Fact” means a fact that significantly affects or would reasonably be expected to have a significant effect on the market price or value of the Corporation’s securities.

“Special Relationship” for the purpose of this Policy, means persons in a special relationship with the Corporation as provided under applicable securities legislation, and include:

• insiders as defined under securities legislation;

• directors and officers of the Corporation or any subsidiary, associate or affiliate thereof;

• persons engaging in professional or business activities for or on behalf of the Corporation, including contractors; and

• anyone (a “tippee”) who learns of Material Information from someone that the tippee knows or should know is a person in a Special Relationship with the Corporation.

Approval

Adopted by the corporation as per the effective date above.

V2.0 / Effective Date: Nov 22, 2023

Purpose

HYTN Innovations Inc. (the "Corporation") is a publicly traded company listed on the Canadian Securities Exchange (the "CSE"). As such, trades in the Corporation's securities are subject to Canadian rules and regulations, as well as the rules and regulations of the CSE (collectively, "securities laws"). Securities laws generally prohibit trading or dealing in the securities of a company on the basis of material non-public information. Anyone violating these laws is subject to personal liability and could face criminal and civil penalties, fines, or imprisonment and cause significant damage to the Corporation's reputation.

The purpose of this Policy is to assist Corporation Personnel (as defined below) in complying with their obligations. This Policy does not replace your responsibility to understand and comply with securities laws, including the legal prohibitions on insider trading and, if applicable, your obligation for insider reporting.

Trading in securities of the Corporation, including without limitation the purchase and sale of common shares and the exercise of stock options, by Corporation Personnel, must also avoid the appearance of impropriety, as well as remain in full compliance with securities laws. Accordingly, you must exercise good judgment when engaging in securities transactions and when relaying to others information obtained as a result of your employment with or other relationship to the Corporation. If you have any doubt whether a particular situation requires refraining from effecting a transaction in the Corporation's securities or sharing information with others, such doubt should be resolved against taking such action.

Company Personel

The following persons are required to observe and comply with this Policy:

• all directors, officers and employees of the Corporation and its subsidiaries;

• any other person retained by or engaged by or on behalf of the Corporation or any of its subsidiaries (such as a consultant, independent contractor, adviser, or other service provider);

• any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in Sections (a) and (b) above;

• partnerships, trusts, corporations, RRSP's and other accounts or entities over which any of the above-mentioned individuals exercise control or direction; and

• any other persons to which any of the individuals referred to in Sections (a), (b) and (c) above exercise control or direction.

For the purposes of this Policy, the persons listed above are collectively referred to as "Corporation Personnel". Sections (c) and (d) should be carefully reviewed by Corporation Personnel; those sections have the effect of making various family members or holding companies or trusts of the persons referred to in Sections (a) and (b) subject to this Policy.

Material Non-Public Information

"Material undisclosed information" is information that

• could reasonably be expected to have a significant effect on the market price or value of the Corporation's securities or

• a reasonable investor would consider to be important in making an investment decision regarding the purchase or sale of the securities of the Corporation

and that has not been previously disclosed or published by means of a broadly disseminated news release or securities filing with a reasonable amount of time having been given for investors to analyze the information. In general, information may be presumed to have been available to investors two business days after the formal release of such information.

Examples of material undisclosed information include but are not limited to: financial performance and significant changes in financial performance; significant changes to licensing or regulatory status; projections and strategic plans; major R&D milestones, major corporate acquisitions and dispositions; significant changes to major assets and operations; changes in ownership of the Corporation's securities that may affect the control of the Corporation; significant changes in senior management or to the Board of Directors; significant litigation; changes in corporate structure, such as reorganizations; changes in capital structure; significant new debt or material events of default; public or private sales of additional securities; entry into or loss of significant contracts; labour disputes or disputes with significant major contractors, customers or suppliers; significant regulatory or legal proceedings; takeover bids and issuer bids; and any decision to implement such a change where confirmation of the decision by the Corporation's Board of Directors is probable.

If you have any doubt whether certain information is "material," you should not trade or communicate such information.

Prohibited and Restricted Activities

Insider Trading

You must not engage in transactions in any securities, whether of the Corporation or of any other companies, while in possession of material, non-public information regarding such company or securities, including engaging in transactions in any securities of companies with which the Corporation does business, or may do business, when you are in possession of material, non-public information regarding such company or securities ("insider trading").

Under this Policy, "trading" includes any sale or purchase of securities of the Corporation, including but not limited to: (a) buying or selling puts or calls or other derivative securities on the Corporation's securities; (b) the exercise of stock options granted under the Corporation's stock option plan; and (c) the acquisition of shares or any other securities pursuant to any Corporation benefit plan or arrangement. Notwithstanding (b) above, you may exercise stock options granted under the Corporation's stock option plan for cash, but the sale of any shares issued on the exercise of Corporation-granted stock options apply to the foregoing prohibition. Notwithstanding item (c) above, regular purchases (or sales) in accordance with a previously approved automated trading plan are exempt from the foregoing prohibition; however, starting, stopping, or making changes to your Pre-Approved Trading Plan (defined below), is prohibited during any period of time you are in possession of material, non-public information about the Corporation.

Tipping

You must not disclose material, non-public or other confidential information relating to the Corporation or other companies, when obtained in the course of service to the Corporation, to anyone, inside or outside of the Corporation (including family members) ("tipping"), except on a strict need- to-know basis as is necessary in the course of the Corporation's business and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient. You must treat all information concerning the Corporation as confidential and proprietary to the Corporation. Any uncertainty concerning the disclosure of any such information to other persons in the course of the Corporation's business should be immediately brought to the attention of a member of the Board for resolution. You must also refrain from recommending or suggesting that any person engage in transactions in securities, whether of the Corporation or any other company, while in possession of material, non-public information about those securities or that company. Both the person who provides the information and the person who receives the information are liable under securities laws if the person who receives the information trades in securities based on the provided non-public information.

Trading During Blackouts

You must not, directly or indirectly, trade in securities of the Corporation during any Blackout Period (as described below).

Hedging Transactions

You must not engage in hedging transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an employee to lock in much of the value of his or her shareholdings, often in exchange for all or part of the potential for upside appreciation in the shares. These transactions allow you to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, you may no longer have the same objectives as the Corporation's other shareholders. Therefore, you are prohibited by this Policy from engaging in any such hedging transactions.

Margin Accounts and Pledges

You must not hold securities of the Corporation in a margin account or pledge Corporation securities as collateral. Securities held in a margin account may be sold by the broker without the customer's consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Corporation securities, you are prohibited from holding Corporation securities in a margin account or pledging Corporation securities as collateral for a loan.

Blackout Periods

The Corporation reserves the right to restrict trading by directors, officers, employees and agents in securities of the Corporation. Such restriction is generally referred to as a "Blackout Period" and is in place when there is, or is potential for, a significant event pending or there is information available but not yet disclosed.

The "Blackout Period" is:

• for quarterly or annual financial results, the period beginning thirty (30) calendar days prior to the scheduled Board meeting at which such financial results are to be approved and ending at the end of the second full trading day after the financial results are publicly disclosed. This Blackout Period applies to all directors, officers, finance and accounting staff, corporate communications staff directly involved in the dissemination of the financial results, and for greater clarity all other employees of HYTN Innovations Inc., its subsidiaries and consultants as determined by senior management;

• for news releases containing material information, other than financial results, the period beginning at the end of the trading day that is one (1) week prior to the announcement and ending one full trading day immediately following the time of the announcement. This Blackout Period applies to all directors, officers, finance and accounting staff, corporate communications staff directly involved in the dissemination of the financial results, and for greater clarity all other employees of HYTN Innovations Inc., its subsidiaries and consultants as determined by senior management; or

• any other time and for any length of time as deemed necessary by the board of directors.

Where a Corporation Personnel wishes to trade during the periods referenced in (a), above, he or she must seek the prior approval of the Board. If the Board is satisfied, in its sole discretion, that such trade would not constitute a trade while in possession of material non-public information (if, e.g., the financial information not yet disclosed is limited to previously disclosed ordinary course expenses), then the Board may grant an exemption in respect of such trade.

All directors and officers of the Corporation and its subsidiaries shall give seven (7) days’ written notice to the Chief Financial Officer of the Corporation of any intended trading, and the written approval of the Chief Financial Officer of the Corporation must be obtained before any trading can occur.

All efforts will be made to advise of Blackout Periods as soon as possible; however, it is your responsibility to ensure that you are not in violation of the prohibition against trading during a Blackout Period by pre-clearing transactions with a member of the Board in accordance with this Policy.

Pre-Approved Trading Plans

Notwithstanding any of the prohibitions contained in this Policy, Corporation Personnel may trade in Corporation securities at any time pursuant to a trading plan (e.g. an automatic securities purchase or disposition plan) that has been properly adopted and is properly administered in accordance with National Instrument 55-104 – Insider Reporting Requirements and Exemptions (a "Pre-Approved Trading Plans"). All adopted Pre-Approved Trading Plans must comply with all applicable policies established by the Corporation, in addition to complying with securities laws.

The rules applicable to Pre-Approved Trading Plans are complex and technical in nature, so you should not employ a Pre-Approved Trading Plan without obtaining advice from legal counsel. A Pre-Approved Trading Plan may not be adopted, started, stopped or changed at any time when you are aware of material non- public information or are subject to a Blackout Period.

The Corporation reserves the right to consider and determine whether public announcement of a Pre- Approved Trading Plan should be made.

Insider Reporting Obligations

Canadian securities laws impose reporting requirements on certain insiders of the Corporation. If you are a reporting insider, you are personally responsible for compliance with reporting requirements under applicable securities laws.

Compliance

Your actions with respect to matters governed by this Policy are significant indications of your judgment, ethics and competence. Any actions in violation of this Policy may be grounds for disciplinary action, up to and including immediate dismissal, as well as exposure to civil and criminal liability.

Approval

Adopted by the corporation as per the effective date above.

V2.0 / Effective Date: Nov 22, 2023

Purpose of the Committee

The Nominating, Governance and Compensation Committee (the "Committee") is a standing committee appointed by the Board of Directors (the "Board") of HYTN Innovations Inc. (the "Company"). The Committee will assist the Board in ensuring the integrity of the corporate governance process, Board performance, disclosure policy, ombudsman activity, environmental impact, health and safety oversight, material information disclosure, identifying and recommending candidates to the Board, ensuring appropriate skill sets are maintained on the Board, assessing the effectiveness of the individual directors identifying the Chief Executive Officer of the Company (the “CEO”), assisting the CEO in selecting the senior management of the Company and discharging the Board's oversight responsibilities relating to the compensation and retention of key senior management employees, and in particular the CEO and Chief Operating Officer (“COO”).

The Committee will assist the Board in fulfilling its oversight responsibilities by, among other things:

1. setting policies for senior officers' remuneration;

2. reviewing and approving and then recommending to the Board salary, bonus, and other benefits, direct or indirect, and any change-of-control packages of the CEO and COO;

3. considering the recommendations of the CEO and COO and setting the terms and conditions of employment including, approving the salary, bonus, and other benefits, direct or indirect, and any change-of-control packages, of the key executives of the Company;

4. undertaking an annual review of the CEO and COO goals for the coming year and reviewing progress in achieving those goals;

5. reviewing compensation of the Board on at least an annual basis;

6. overseeing the administration of the Company's compensation plans, including the Company’s stock option plan, and such other compensation plans or structures as are adopted by the Company from time to time;

7. reviewing and approving executive compensation disclosure to be made in the information circular prepared in connection with each Annual General Meeting of the Company or filed on a standalone basis on www.SEDAR.com; and

8. undertaking on behalf of the Board such other compensation initiatives as may be necessary or desirable to contribute to the success of the Company and enhance shareholder value.

Composition and Meetings

Composition - The Committee will be composed of at least three directors, a majority of which being "independent" directors (as such term is defined from time to time under the requirements or guidelines for compensation committee service under applicable securities laws and the rules of any stock exchange on which the Company's securities are listed for trading).

Election - The members of the Committee will be elected by the Board at the annual organizational meeting of the Board to hold office until the next such annual meeting or until their successors are duly elected. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full membership of the Committee. The Board will provide for continuity of membership, while at the same time allowing fresh perspectives to be added.

Subcommittee - The Committee may form and delegate authority to subcommittees if deemed appropriate by the Committee.

Quorum - A quorum for meetings of the Committee will be a majority of the number of members of the Committee or such greater number as the Committee may by resolution determine.

Notice of Meeting - Meetings of the Committee will be held from time to time as the Committee or the Chairman of the Committee will determine upon a minimum of 48 hours’ notice to each of its members. The notice period may be waived by a quorum of the Committee.

Separate Executive Meetings - The Committee will meet at least twice every year, and more often as warranted, with the CEO and COO to discuss any matters that the Committee believes should be discussed privately. However, the Committee will also meet periodically without management being present.

Professional Assistance - The Committee may retain special legal, accounting, financial or other consultants to advise the Committee at the Company's expense including sole authority to retain and terminate any executive compensation consulting firm and to approve any such firm's fees and other retention terms.

Reporting to the Board - The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.

Outsiders may attend Meeting - The Committee may ask members of Management or others to attend meetings or to provide information as necessary.

Corporate Governance and Nomination

1. The Committee will meet as required, but not less than once annually, which meeting must be held prior to the annual general meeting to review and recommend to the Board the new director nominees for such annual general meeting.

2. The Committee will develop and revise as necessary, for the review of the Board, the Company’s approach to corporate governance issues, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company and consistent with this mandate and the Board mandate.

3. The Committee will monitor the Board with regard to the ongoing application of the corporate governance principles established by the Committee and to prepare and deliver to the Board an annual report on the Company’s approach to corporate governance.

4. The Committee will evaluate the performance of the Board and its committees.

5. The Committee will review the existence, terms of coverage and adequacy of directors’ and officers’ insurance maintained by the Company.

6. The Committee will act as a forum for the concerns of individual directors, employees, or shareholders that may not be addressed at meetings of the Board.

7. The Committee will ensure the clear separation of the responsibilities of the Board, the committees of the Board, the CEO, the COO, and officers of the Company are defined and maintained.

8. The Committee will ensure that a process is established for the orientation and education of new directors, to both the nature and operation of the Company’s business and their responsibilities and duties as directors (including the contribution individual directors are expected to make and the commitment of time and resources that the Company expects from its directors).

9. The Committee will ensure that the directors receive adequate information and continuing education opportunities on an on-going basis to enable them to maintain their skills and abilities as directors and to ensure their knowledge and understanding of the Company’s business remains current.

10. The Committee will identify, in consultation with the CEO and COO, and recommend new directors with appropriate skills to the Board. The Committee must assess whether each of the candidates so identified will be an independent director. In making its recommendations, the Committee will consider:

(a) the competencies and skills considered necessary for the Board as a whole to possess;

(b) the competencies and skills that each existing director possesses; and

(c) the competencies and skills each new nominee will bring to the Board.

In addition, the Committee will consider whether each new nominee can devote sufficient time and resources to his or her duties as a member of the Board.

11. The Committee will assess the “participation, contribution, and effectiveness” of the Chair of the Board and all other individual directors on an annual basis.

12. The Committee will identify and recommend the CEO and COO of the Company.

13. The Committee will assist the CEO and COO in selecting the senior management of the Company.

14. The Committee will review and reassess the adequacy of this mandate annually.

15. The Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal or other advisors (“Advisors”). The Company will provide appropriate funding, as determined by the Committee, for payment of compensation to the Advisors retained by the Committee.

Director Compensation and Protection

1. The Committee will recommend to the Board the terms upon which directors will be compensated. The Committee will recommend terms for the compensation of directors, the Chair of the Board and those acting as committee chairs that adequately reflect the responsibilities they are assuming.

2. Subject to applicable law and the articles of the Company, the Committee is responsible for administering all policies and practices of the Company with respect to the indemnification of directors by the Company and for approving all payments made pursuant to such policies and practices.

Compensation of Senior Officers

The Committee will annually:

1. review and if required revise the position description of the CEO and the COO and recommend annual performance goals and criteria for the CEO and the COO;

2. review the CEO's and COO’s evaluation of the performance of the other senior officers of the Company appointed by the Board and such other employees of the Company or any subsidiary of the Company as may be identified to the Committee by the Board (collectively, the "Designated Employees") and review the CEO's and COO’s recommendations with respect to the amount of compensation to be provided to the Designated Employees;

3. review, assess the competitiveness and appropriateness of and approve the compensation package of the CEO and the COO and each of the Designated Employees. In conducting such review, the Committee will consider:

(a) the compensation packages of the CEO and the COO and the Designated Employees for the prior year;

(b) the Committee's evaluation of the performance of the CEO and the COO and the CEO's and COO’s evaluation of the performance of the respective Designated Employees;

(c) the Company's performance and relative shareholder return;

(d) whether the compensation package reflects an appropriate balance between short and longer-term incentives to improve performance of the Company;

(e) the competitiveness of the compensation package, including the value of similar incentive awards paid to equivalent officers and positions at comparable companies; and

(f) the awards given to the CEO and COO and Designated Employees in previous years; and

4. the Committee will review and approve any employment contracts or arrangements with the CEO and COO and each of the Designated Employees, including any retiring allowance arrangements, severance payments or any similar arrangements to take effect in the event of a termination of employment and any change of control agreements.

Compensation Policies

The Committee will:

1. review and recommend to the Board compensation policies and processes and any new incentive compensation and equity compensation plans for the Company, including the superannuation arrangements or changes to such plans and in particular, the compensation policies, processes and plans respecting the CEO and COO and the Designated Employees;

2. administer the Company's stock option plan and other incentive plans.

Loans to Directors and Senior Officers

The Committee will review Management's policies and practices respecting the Company's compliance with applicable legal prohibitions, disclosure requirements or other requirements on making or arranging for personal loans to directors and senior officers or amending or extending any such existing personal loans or arrangements.

Reporting Requirements

The Committee will annually report on executive compensation in accordance with all applicable rules and regulation, including those set out under NI 51-102 Continuous Disclosure Obligations.

Review and Disclosure

The Committee will:

1. review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee will be evaluated with reference to this Charter annually; and

2. ensure that this Charter is disclosed on the Company's website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements.

Approval

Adopted by the corporation as per the effective date above.

V3.0 / Effective Date: Nov 22, 2023

Scope

This policy applies to all employees, including part time, temporary and contract employees of HYTN Innovations Inc. ("HYTN" or the "Corporation").

Purpose

HYTN is committed to the highest possible standards of ethical, moral and legal business conduct. In line with this commitment and HYTN's commitment to open communication, this policy aims to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing in good faith.

Policy

The whistleblowing policy is intended to cover serious concerns that could have a large impact on HYTN, such as actions that:

• may lead to incorrect financial reporting;

• are unlawful;

• are not in line with HYTN policy, including the Code of Conduct and Ethics and the Code of Conduct for Senior Officers; or

• otherwise amount to serious improper conduct.

Safeguards

Harassment or Victimization

Harassment or victimization of the complainant will not be tolerated.

Confidentiality

Every effort will be made to protect the complainant's identity.

Anonymous Allegations

The policy encourages employees to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to:

• the seriousness of the issue raised;

• the credibility of the concern; and

• the likelihood of confirming the allegation from attributable sources.

Malicious or False Allegations

Malicious or false allegations may result in disciplinary action.

Procedure:

Process for Raising a Concern:

Reporting

The whistleblowing procedure is intended to be used for serious and sensitive issues.

Serious concerns relating to financial reporting, unethical or illegal conduct, should be reported to:

Eli Dusenbury, Independent Director

Chair of the Audit Committee

Email: confidential@hytn.life

By mail to:

Attention: Eli Dusenbury

C/O HYTN Innovations Corp.

12 E. 4th Avenue

Vancouver, B.C.

V5T 1E8

Employment-related concerns should continue to be reported through your normal channels.

Timing

The earlier a concern is expressed, the easier it is to act.

Evidence

Although a complainant is not expected to prove the truth of an allegation, the complainant needs to demonstrate to the person contacted that there are sufficient grounds for concern.

How the Complaint will be Handled

The action taken will depend on the nature of the concern. The Chair of the Audit Committee of HYTN will receive a report on each complaint and a follow-up report on actions taken.

Initial Inquiries

Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved by agreed action without the need for investigation.

Report to Complainant

The complainant will have the right to a follow-up on their concern within 15 working days:

• acknowledging that the concern was received;

• indicating how the matter will be dealt with;

• giving an estimate of the time that it will take for a final response;

• telling them whether initial inquiries have been made; and

• telling them whether further investigations will follow, and if not, why not.

Further Information

The amount of contact between the complainant and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the complainant.

Information

Subject to legal constraints, the complainant will receive information about the outcome of any investigations.

Approval

Adopted by the corporation as per the effective date above.