AMENDING AGREEMENT #1 made as of the 31st day of January 2017. BETWEEN:

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AMENDING AGREEMENT #1 made as of the 31^st day of January 2017.

BETWEEN:

WINWELL VENTURES INC., a corporation existing
under the laws of British Columbia
(hereinafter called “Winwell”)

OF THE FIRST PART,

AND:

▇▇▇▇▇▇ OPPORTUNITIES INC., a corporation existing
under the laws of British Columbia
(hereinafter called “▇▇▇▇▇▇”)

OF THE SECOND PART.

WHEREAS Winwell and ▇▇▇▇▇▇ entered into an arrangement agreement dated December 8, 2016 (the “Arrangement Agreement”) to complete the RTO Transaction;

AND WHEREAS ▇▇▇▇▇▇ provided a covenant in the Arrangement Agreement to complete the ▇▇▇▇▇ Seed Financing as soon as possible following the date of the Arrangement Agreement;

AND WHEREAS the ▇▇▇▇▇ Seed Financing is defined in the Arrangement Agreement as the private placement seed financing of ▇▇▇▇▇ Shares for aggregate gross proceeds of up to approximately $1,000,000;

AND WHEREAS the ▇▇▇▇▇ Financing is defined in the Arrangement Agreement as financings completed with institutional investors and accredited investors that are arm’s length investors by way of one or more private placements of ▇▇▇▇▇ Subscription Receipts or equity for net proceeds, which together with the net proceeds of the Founders’ Financing, but for great certainty excluding the net proceeds of the ▇▇▇▇▇ Seed Financing, will aggregate not less than $20,000,000 and up to $30,000,000;

AND WHEREAS ▇▇▇▇▇▇ anticipates raising more than $1,000,000 in the ▇▇▇▇▇ Seed Financing and desires to increase the size of the ▇▇▇▇▇ Seed Financing to up to approximately $2,750,000;

AND WHEREAS ▇▇▇▇▇▇ desires to allocate every additional dollar in excess of $1,000,000 raised pursuant to the ▇▇▇▇▇ Seed Financing towards the calculation of the net proceeds of the ▇▇▇▇▇ Financing;

AND WHEREAS the parties wish to amend the Arrangement Agreement to provide for the foregoing as hereinafter provided;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS

1.	In this Agreement, including the Recitals, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Arrangement Agreement.

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2.

AMENDMENTS

2.	The definition of “▇▇▇▇▇ Financing” in Section 1.1 of the Arrangement Agreement is hereby amended by replacing the existing definition with the following:

“means financings completed with institutional investors and accredited investors that are arm’s length investors by way of one or more private placements of ▇▇▇▇▇ Subscription Receipts or equity for net proceeds, which together with the net proceeds of the Founders’ Financing, and the net proceeds of the ▇▇▇▇▇ Seed Financing in excess of $1 million, will aggregate not less than $20 million and up to $30 million; the net proceeds from the ▇▇▇▇▇ Financing of any ▇▇▇▇▇ Subscription Receipts will be placed into escrow and released to ▇▇▇▇▇, and the ▇▇▇▇▇ Subscription Receipts will automatically be converted into ▇▇▇▇▇ Shares, as a step in the Plan of Arrangement;”

3.	The reference to $1 million in the definition of “▇▇▇▇▇ Seed Financing” in Section 1.1 of the Arrangement Agreement is replaced with $2.75 million.

MISCELLANEOUS

4.	The terms and provisions of this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to the conflict of laws principles of such jurisdiction.
5.	This Agreement shall enure to the benefit of and be binding upon ▇▇▇▇▇▇ and Winwell, and their respective successors and assigns.
6.	The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision contained herein and any such invalid provision shall be deemed to be severable from the rest of the Agreement.
7.	This Agreement may be executed by the undersigned by facsimile or other electronic transmission which when so executed and delivered shall be an original.

[The remainder of this page has been left intentionally blank. Signature page follows.]

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 IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed effective as of the date set forth above.

	WINWELL VENTURES INC.
	By:	“▇▇▇▇▇▇ ▇▇▇▇▇▇”
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: President & CEO
	▇▇▇▇▇▇ OPPORTUNITIES INC.
	By:	“▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇”
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Secretary

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