HIGH
5 VENTURES INC.

NOTICE
OF ANNUAL GENERAL MEETING



NOTICE
IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of HIGH 5 VENTURES INC.(hereinafter called the "Company")
will be held on Wednesday, September 18, 2013, at Suite 300, 570 Granville Street, Vancouver, British Columbia at the hour
of 10:00 a.m. (Vancouver time) for the following purposes:

| | 1. | To receive and consider the audited financial statements of the
Company for the fiscal year ended December 31, 2012 and the Auditor's Report thereon;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | To FIX THE NUMBER OF DIRECTORS FOR THE ENSUING
                                                                                                                           YEAR AT FOUR;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | To ELECT DIRECTORS FOR THE ENSUING YEAR;
| | -- | ----------------------------------------



| | 4. | To re-appoint Smythe Ratcliffe, Chartered
Accountants, as the Company’s Auditor for the ensuing year and to authorize the Directors to fix the remuneration to be paid
to the Auditor;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | To RE=APPROVE THE COMPANY’S STOCK OPTION
                                                                                                                           PLAN; AND
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | To TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY
                                                                                                                           COME BEFORE THE MEETING.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Accompanying
this Notice is an Information Circular and Proxy with notes to Proxy.

Shareholders
unable to attend the Annual General Meeting in person should read the notes accompanying the enclosed Proxy and complete and return
the Proxy to the Company's Registrar and Transfer Agent within the time and to the location set out in the said notes to the Proxy.

The
enclosed Proxy is solicited by Management and you may amend it, if you so desire, by striking out the names listed therein and
inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED
at Vancouver, British Columbia, this 14th day of August, 2013.

BY
ORDER OF THE BOARD,

“Bedo
H. Kalpakian”_____________________Bedo H. KalpakianPresident







HIGH 5 VENTURES INC.

Suite 300, 570 Granville Street

Vancouver, BC V6E 3P1

Telephone: (604)681-1519

INFORMATION CIRCULAR
(Containing Information as at August 14, 2013, unless otherwise stated)

7.SOLICITATION OF PROXIES

This Information Circular is furnished
in connection with the solicitation of proxies by the Management of High 5 Ventures Inc. (the "Company"), for use at
the Annual General Meeting (the "Meeting") of the Shareholders of the Company, to be held on Wednesday, the 18th
day of September, 2013, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment
thereof. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular
officers and employees of the Company. The cost of solicitation will be borne by the Company.

8.APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying
form of Proxy are Directors and/or Officers of the Company.A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE
A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED
INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF
PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL
NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE TRUST COMPANY OF CANADA, AT
100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS)
BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF.

The Instrument of Proxy must be signed
by the Shareholder or by his attorney in writing, or, if the Shareholder is a Corporation, it must either be under its common seal
or signed by a duly authorized officer.

A Shareholder who has given a proxy may
revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked
by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a Corporation,
it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar
and Transfer Agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at any
time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is
to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does
not affect any matter on which a vote has been taken prior to the revocation.

9.VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the
enclosed Instrument of Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder
in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN
THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED
UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly signed, confers discretionary
authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time
of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other
matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management
should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the
best judgment of the nominee.

In order to approve a motion proposed
at the Meeting, a majority of greater than 50% of the votes cast will be required (an "Ordinary Resolution") unless the
motion requires a Special Resolution, in which case a majority of not less than two-thirds of the votes cast will be required.
In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of
the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from
the count of votes cast on such motion.

10.ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this
section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold their shares in their
own name.Shareholders who do not hold their shares in their own name (referred to as "Beneficial Shareholders")
should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders
of shares can be recognized and acted upon at the Meeting.

If shares are listed in an account statement
provided to a Shareholder by a broker, then, in almost all cases, those shares will not be registered in the Shareholder's name
on the records of the Company. Such shares will more likely be registered under the name of the Shareholder's broker or an agent
of that broker. In Canada, the vast majority of such shares are registered under the name CDS & Co., the registration name
for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms. The shares held by brokers
or their agents or nominees can only be voted for or against resolutions upon the instructions of the Beneficial Shareholder. Without
specific instructions, a broker and its agents or nominees are prohibited from voting shares for the broker's clients. Beneficial
Shareholders should carefully ensure that instructions respecting the voting of their shares are communicated to the appropriate
person.

Applicable regulatory rules require intermediaries/brokers
to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its
own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders
in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided
to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how
to vote such shares on behalf of the Beneficial Shareholder.

The majority of brokers now delegate
responsibility for obtaining instructions from clients to Broadridge Investor Communications ("Broadridge"). Broadridge
typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders
to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results
of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented
at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares
directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures
must be completed well in advance of the Meeting in order to ensure such shares are voted.

Although Beneficial Shareholders may
not be recognized directly at the Meeting for the purpose of voting shares registered in the name of their broker, agent or nominee,
a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote shares in that capacity. Beneficial
Shareholders who wish to attend the Meeting and indirectly vote their shares as proxyholder for the registered shareholder should
contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly
vote their shares as a proxyholder.

This Circular and accompanying form of
proxy are being sent to both registered and non-registered owners of the shares of the Company. If you are a non-registered owner
and the Company has sent these materials directly to you, your name and address and information about your holdings of securities
have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
In this event, by choosing to send this Circular to you directly, the Company (and not the intermediary holding on your behalf)
has assumed responsibility for (i) delivering this Circular to you; and (ii) executing your proper voting instructions.
Please return your voting instructions as specified in the request for voting instructions.

All references to shareholders in this
Circular and the accompanying form of proxy are to registered shareholders unless specifically stated otherwise.

11.VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company's authorized capital consists
of an unlimited number of common shares ("Common Shares") without par value and an unlimited number of preferred shares
("Preferred Shares") without par value. As at August 14, 2013 (the "Record Date"), the Company has 2,742,007
Common Shares issued and outstanding, each share carrying the right to one vote. There are no Preferred Shares outstanding.

Any shareholder of record at the close
of business on the Record Date who either personally attends the Meeting or who has completed and delivered a Proxy in the manner
and subject to the provisions described above, shall be entitled to vote or to have such shareholder's shares voted at the Meeting.

To the best of the knowledge of the
directors and senior officers of the Company, the only person who beneficially owns, or controls or directs, directly or indirectly,
more than 10% of the issued and outstanding Common Shares of the Company, is as follows:

|Name                                                                                                                                           | Number of Voting Securities | Percentage
|---------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ----------
|Bedo H. Kalpakian,
        Richmond, BC,
        Jacob H. Kalpakian
        Vancouver, BC, and
        Isabel Kalpakian,
        Vancouver, BC | 1,604,809 (1)               | 58.53%    

| | (1) | Of these shares, 428,583 common shares are
held by Bedo H. Kalpakian directly, 281,261 common shares are held by Jacob H. Kalpakian directly, 707,046 are held by Isabel Kalpakian
directly; 92,786 common shares are held by private companies which are controlled by and in which Bedo H. Kalpakian and Jacob H.
Kalpakian are the principal shareholders and 95,133 common shares are held by family members of Bedo H. Kalpakian and Jacob H.
Kalpakian.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The above information
was supplied by the Registrar and Transfer Agent and the Management of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------

12.EXECUTIVE COMPENSATION

In accordance with the provisions of
applicable securities legislation, the Company had two "Named Executive Officers" during the financial year ended December
31, 2012, namely Mr. Bedo H. Kalpakian, President, CEO, CFO and director and Mr. Jacob H. Kalpakian, Vice-President and director.

Definitions:

For the purpose of this Information Circular:

"CEO" means an individual
who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed
financial year;

"CFO" means an individual
who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed
financial year;

"closing market price"
means the price at which the company’s security was last sold, on the applicable date,

| | (a) | in the security’s principal marketplace in Canada, or
| | --- | -----------------------------------------------------

| | (b) | if the security is not listed or quoted on a marketplace in Canada, in the security’s principal
marketplace;
| | --- | ------------------------------------------------------------------------------------------------------------

"company" includes other
types of business organizations such as partnerships, trusts and other unincorporated business entities;

"equity incentive plan"
means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of Section
3870 of the Handbook;

"external management company"
includes a subsidiary, affiliate or associate of the external management company;

"grant date"means a
date determined for financial statement reporting purposes under Section 3870 of the Handbook;

"incentive plan" means
any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award"
means compensation awarded, earned, paid, or payable under an incentive plan;

"NEO"or "named
executive officer" means each ofthe following individuals:

| | (a) | a CEO;
| | --- | ------

| | (b) | a CFO;
| | --- | ------

| | (c) | each of the three most highly compensated executive officers, or the three most highly compensated
individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year
whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National
Instrument 51-102, for that financial year; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | each individual who would be an NEO under paragraph (c) but for the fact that the individual was
neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

"non-equity incentive plan"
means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

"option-based award"
means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights,
and similar instruments that have option-like features;

"plan"includes any
plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments
or any other property may be received, whether for one or more persons;

"replacement grant"
means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

"repricing" means, in
relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment
that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula
or mechanism in, or applicable to, the option;

"share-based award"means
an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater
certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units,
common share equivalent units, and stock.

13.compensation discussion and analysis

Each executive officer receives a base
salary, which constitutes the largest share of the officer's compensation package. Base salary is recognition for discharging job
responsibilities and reflects the officer’s performance over time, as well as that individual’s particular experience
and qualifications. An officer’s base salary is reviewed by the Board of Directors on an annual basis and may be adjusted
to take into account performance contributions for the year and to reflect sustained performance contributions over a number of
years. Officers are also eligible to receive discretionary bonuses as determined by the Board of Directors based on each officer’s
responsibilities, his achievement of corporate objectives and the Company’s financial performance.

In addition, officers are eligible under
the Company's Stock Option Plan (the "Stock Option Plan") to receive grants of stock options. The Stock Option Plan is
an important part of the Company’s long-term incentive strategy for its officers, permitting them to participate in any appreciation
of the market value of the Common Shares over a stated period of time. The Stock Option Plan is intended to reinforce commitment
to long-term growth in profitability and shareholder value. The size of stock option grants to officers is dependent on each officer’s
level of responsibility, authority and importance to the Company and the degree to which such officer’s long term contribution
to the Company will be key to its long-term success.

In setting compensation and bonus levels,
the Board has not yet established any formal objectives or criteria as the Company's current stage of development and financial
resources requires flexibility in determining remuneration for its NEO's. The Board will, as circumstances require, review and
consider the general risks associated with the Company's compensation policies and strategies in terms of compensation paid or
proposed to be paid to its NEO's.

The following table sets out certain
information respecting the compensation paid to Named Executive Officers of the Company for the financial years ended December
31, 2012, 2011 and 2010.

Summary Compensation Table

|Name and principal position       | Year       | Salary($) | Share-based awards($) | Option-based awards($) | Non-equity incentive plan compensation($) | Pension value($)                       | All other compen-sation($) | Total compen-sation($)
|--------------------------------- | ---------- | --------- | --------------------- | ---------------------- | ----------------------------------------- | -------------------------------------- | -------------------------- | ----------------------
|(a)                               | (b)        | (c)       | (d)                   | (e)                    | (f)                                       | (g)                                    | (h)                        | (i)                   
|                                  |            |           |                       |                        | Annual Incentive Plans
        (f1)       | Long-term incentive plans
        (f2) |                            |                       
|Bedo KalpakianPresident, CEO, CFO | 2012       | 20,750    | Nil                   | Nil                    | Nil                                       | Nil                                    | Nil                        | Nil                   
|2011                              | 60,000(1)  | Nil       | Nil                   | Nil                    | Nil                                       | Nil                                    | Nil                        | 60,000                
|2010                              | 160,000(1) | Nil       | Nil                   | Nil                    | Nil                                       | Nil                                    | Nil                        | 160,000               



| | (1) | Mr. Bedo Kalpakian and Mr. Jacob Kalpakian
are not employees of the Company and are paid indirectly through Kalpakian Bros. of B.C. Ltd. ("KBOBC") which has a management
services agreement with the Company. Refer to "Termination And Change of Control Benefits" and "Management Contracts"
for further particulars. The amounts shown in column (c) for Messrs. Bedo Kalpakian and Jacob Kalpakian represents the amount received
by KBOBC and paid to Bedo and Jacob as attributable to the services they provided the Company directly or indirectly.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|Name and principal position   | Year       | Salary($) | Share-based awards($) | Option-based awards($) | Non-equity incentive plan compensation($) | Pension value($)                       | All other compen-sation($) | Total compen-sation($)
|----------------------------- | ---------- | --------- | --------------------- | ---------------------- | ----------------------------------------- | -------------------------------------- | -------------------------- | ----------------------
|(a)                           | (b)        | (c)       | (d)                   | (e)                    | (f)                                       | (g)                                    | (h)                        | (i)                   
|                              |            |           |                       |                        | Annual Incentive Plans
        (f1)       | Long-term incentive plans
        (f2) |                            |                       
|Jacob KalpakianVice-President | 2012       | 20,750    | Nil                   | Nil                    | Nil                                       | Nil                                    | Nil                        | Nil                   
|2011                          | 60,000(1)  | Nil       | Nil                   | Nil                    | Nil                                       | Nil                                    | Nil                        | 60,000                
|2010                          | 160,000(1) | Nil       | Nil                   | Nil                    | Nil                                       | Nil                                    | Nil                        | 160,000               

| | (1) | Mr. Bedo Kalpakian and Mr. Jacob Kalpakian
are not employees of the Company and are paid indirectly through Kalpakian Bros. of B.C. Ltd. ("KBOBC") which has a management
services agreement with the Company. Refer to "Termination And Change of Control Benefits" and "Management Contracts"
for further particulars. The amounts shown in column (c) for Messrs. Bedo Kalpakian and Jacob Kalpakian represents the amount received
by KBOBC and paid to Bedo and Jacob as attributable to the services they provided the Company directly or indirectly.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.option based awards

Common Share Purchase Plan

The Company has in effect the Stock Option
Plan in order to provide effective incentives to directors, officers, senior management personnel and employees of the Company
and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals
to directly participate in an increase in per share value created for the Company's Shareholders. The Company has no equity compensation
plans other than the Stock Option Plan. The Stock Option Plan is an important part of the Company’s long-term incentive strategy
for its executive officers, permitting them to participate in any appreciation of the market value of the Common Shares over a
stated period of time. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder
value. The size of stock option grants to officers is dependent on each officer’s level of responsibility, authority and
importance to the Company and the degree to which such executive officer’s long term contribution to the Company will be
key to its long-term success. Previous grants of stock options are taken into account when considering new grants.

Outstanding Share-Based Awards
and Option-Based Awards

The following table sets forth particulars
of all outstanding share-based and option-based awards granted to the NEO’s and which were outstanding at December 31, 2012:

|                | Option-based Awards                                    | Share-based Awards      
|--------------- | ------------------------------------------------------ | ------------------------
|Name            | Number of securities underlying unexercised options(#) | Option exercise price($)
|(a)             | (b)                                                    | (c)                     
|Bedo Kalpakian  | Nil                                                    | Nil                     
|Jacob Kalpakian | Nil                                                    | Nil                     

Incentive Plan Awards – Value
Vested Or Earned During The Year

For NEO's, no option based awards or
share based awards were vested or earned during the year ended December 31, 2012.

Termination
and change of control benefits



Pursuant to a
management services agreement (the "Management Agreement") effective July 1, 2005, Kalpakian Bros. of B.C. Ltd.("KBOBC"), a private
company controlled by Bedo H. Kalpakian and Jacob H. Kalpakian, was paid $30,000 per month plus HST for providing management services
to the Company. The Management Agreement was extended and amended, effective November 1, 2010 to reduce the fee to $10,000 per
month plus HST. In February 2012, the Management Agreement was further amended whereby the remuneration payable to KBOBC for the
services provided to the Company was reduced to $5,000 plus HST per month effective as of March 1, 2012. Subsequently, the Management
Agreement was further amended whereby the remuneration payable to KBOBC was reduced to $2,500 per month plus HST as of April 1,
2012.Effective as of October 1, 2012, the Management Agreement was further amended whereby the
remuneration payable to KBOBC has been reduced from $2,500 plus applicable taxes per month to $500 plus applicable taxes per month.
KBOBC is also entitled to reimbursement for all travelling and other expenses incurred by or in connection with performing its
services. The Management Agreement is renewable on an annual basis and may be terminated by either party upon providing 3 (three)
months’ notice in writing.

DIRECTOR COMPENSATION

The following table sets out certain
information respecting the compensation paid to Directors who were not NEO's for the financial year ended December 31, 2012.

Summary Compensation Table

|Name and principal position  | Fees Earned($) | Share-based awards($) | Option-based awards($) | Non-equity incentive plan compensation($) | Pension value($) | All other compen-sation($) | Total compen-sation($)
|---------------------------- | -------------- | --------------------- | ---------------------- | ----------------------------------------- | ---------------- | -------------------------- | ----------------------
|(a)                          | (b)            | (c)                   | (d)                    | (e)                                       | (f)              | (g)                        | (h)                   
|Fred A.C. TejadaDirector     | Nil            | Nil                   | Nil                    | Nil                                       | Nil              | Nil                        | Nil                   
|Gregory T. McFarlaneDirector | Nil            | Nil                   | Nil                    | Nil                                       | Nil              | Nil                        | Nil                   

The Company has no standard arrangement
pursuant to which directors who were not NEO's are compensated by the Company for their services in the capacity as directors except
for the granting from time to time of incentive stock options. See "Option Based Awards – Common Share Purchase Plan").

During the Company’s most recently
completed fiscal year, there were no stock options granted by the Company to directors who were not NEO's.

Outstanding Share Based & Option
Based Awards

The following table sets forth particulars
of all outstanding share-based and option-based awards granted to directors of the Company who were not NEO's and which were outstanding
at December 31, 2012:



[



|                             | Option-based Awards                                    | Share-based Awards     
|---------------------------- | ------------------------------------------------------ | -----------------------
|Name                         | Number of securities underlying unexercised options(#) | Optionexercise price($)
|(a)                          | (b)                                                    | (c)                    
|Gregory T. McFarlaneDirector | Nil                                                    | Nil                    
|Fred A. C. TejadaDirector    | Nil                                                    | Nil                    

Incentive Plan Awards – Value
Vested or Earned During the Year

There were no option based awards or
share based awards vested or earned during the year ended December 31, 2012 by the Directors who were not NEO’s.

MANAGEMENT CONTRACTS

Management services are provided to the
Company by Kalpakian Bros. of B.C. Ltd. (“KBOBC”), a private company controlled by Bedo H. Kalpakian and Jacob H. Kalpakian.
Details of the management services agreement are described under the heading "Termination And Change of Control Benefits".

15.Securities Authorized for Issuance under Equity Compensation

The following table sets forth information
with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2012:

Equity Compensation
Plan Information

|                                                          | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|--------------------------------------------------------- | ---------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                             | (a)                                                                    | (b)                                                    | (c)                                                                                                                                        
|Equity compensation plans approved by securityholders(1)  | 0                                                                      | 0                                                      | 221,001                                                                                                                                    
|Equity compensation plans not approved by securityholders | 0                                                                      | 0                                                      | 0                                                                                                                                          
|TOTAL                                                     | 0                                                                      | 0                                                      | 221,001                                                                                                                                    

| | (1) | Represents 20% "rolling" stock option plan (the "2004 Stock Option Plan").
The number of common shares available for issuance under the Stock Option Plan as at December 31, 2012 is 221,001 shares (20% of
1,105,007 of the then-outstanding shares).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For further information on the Company's
equity compensation plans, refer to the heading "Particulars of Other Matters To Be Acted Upon" – "Re-approval
of the Stock Option Plan Adopted on March 12, 2004."

16.INDEBTEDNESS OF DIRECTORS AND Executive OFFICERS

17.Since the beginning of the last fiscal year of the Company, none of the executive officers or directors of the Company or
any proposed nominee for election as a director of the Company or any of their respective associates is or has been indebted to
the Company or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement,
letter of credit or other similar arrangement or understanding provided by the Company.

18.Interest Of Certain Persons In Matters To Be Acted Upon

Except as otherwise disclosed herein,
none of:

| | (a) | the directors or executive officers of the Company at any time since the beginning of the last
financial year of the Company;
| | --- | -----------------------------------------------------------------------------------------------------------------------------

| | (b) | the proposed nominees for election as a Director of the Company; or
| | --- | -------------------------------------------------------------------

| | (c) | any associate or affiliate of the foregoing persons,
| | --- | ----------------------------------------------------

has any material interest, direct or
indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of
the election of directors or the appointment of auditors.

19.INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion,
"Informed Person" means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer
of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially
owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than
10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities
held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed
or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere
herein or in the Notes to the Company's financial statements for the financial year ended December 31, 2012, none of:

| | a) | the Informed Persons of the Company;
| | -- | ------------------------------------

| | b) | the proposed nominees for election as a Director of the Company; or
| | -- | -------------------------------------------------------------------

| | c) | any associate or affiliate of the foregoing persons,
| | -- | ----------------------------------------------------

has any material interest, direct or
indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which
has materially affected or would materially affect the Company or any subsidiary of the Company.

20.ELECTION OF DIRECTORS

The persons named in the enclosed Instrument
of Proxy intend to vote in favour of fixing the number of Directors at four (4). Although Management is nominating four (4) individuals
to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Company is elected
annually and holds office until the next Annual General Meeting of Shareholders or until his successor is duly elected, or if his
office is earlier vacated, in accordance with the Articles of the Company.

In the absence of instructions to the
contrary, the shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any
of the nominees will be unable to serve as a Director.

21.INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names
of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he
is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he
has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee
is not presently an elected Director and the number of Common Shares of the Company which each beneficially owns, or controls or
directs, directly or indirectly, as of the date of this Information Circular. The four nominees are all currently Directors of
the Company.

The nominees for the office of Director
and information concerning them as furnished by the individual nominees are as follows:





|Name, Province and Country of Ordinary Residence and Positions Held with the Company(1) | Principal Occupation (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Dates Served as a Director       | No. of Shares Beneficially Owned, Directly or Indirectly(3)
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------------------------------------
|Bedo H. Kalpakian
        President, CEO, CFO and Director
        BC, Canada           | President, C.E.O and C.F.O. of the Company; Chairman and C.F.O. of
        Las Vegas From Home.com Entertainment Inc.; Director of Green Arrow Resources Inc. (formerly Bulldog Explorations Ltd.) from May
        10, 2012 to present;
        Director of Alchemist Mining Inc. (formerly NY85
        Capital Inc.)
        from October 2010 to June 2012; Director of Active Growth Capital
        Inc. from 2010 to 2011; Chairman & CFO of Giyani Gold Corp from 2009 to 2010; President & CEO of First Lithium Resources
        Inc. from 2005 to 2008; CFO & Secretary of Touchdown Resources Inc. from 2005 to 2009; President & CEO of Colt Resources
        Inc. from 2007 to 2008                                                                                                                                                                                                  | August 24, 1984 to present       | 428,583 (direct)
        84,986 (indirect)(4)              
|Jacob H. Kalpakian
        Vice President and Director
        BC, Canada               | Vice President of the Company; President and C.E.O. of Las Vegas
        From Home.com Entertainment Inc.;
        President, CEO & Director of Green Arrow Resources Inc. (formerly
        Bulldog Explorations Ltd.) from April 24, 2012 to present; Director of CapGain Properties Inc. (formerly Big Mojo Capital Inc.)
        from April 2009 to January 2013 and CEO, CFO & Secretary from September 2011 to January 2013; Director of Alchemist Mining
        Inc. (formerly NY85 Capital Inc.) from October 2010 to July 2012 President & CEO of Active Growth Capital Inc. from 2010 to
        2011; President & CEO of Giyani Gold Corp from 2009 to 2010; Vice President, CFO & Secretary of First Lithium Resources
        Inc. from 2005 to 2009; President & CEO of Touchdown Resources Inc. from 2005 to 2009; Vice President of Colt Resources Inc.
        from 2004 to 2008; | January 2, 1991 to present       | 281,261 (direct)
        159,719 (indirect)(5)             
|Gregory Todd McFarlane
        Director
        Nevada, U.S.A.                          | Freelance Advertising Copywriter, Las Vegas, Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | October 1, 1992 to present       | 756 (direct)                                               
|Fred A. C. Tejada
        Director
        BC, Canada                                   | President of Tirex Resources Inc. from October 2011 to Present; Vice President Operations and Exploration of Tirex from June 2011 to October 2011; Vice President Exploration of Panoro Minerals Ltd., from June 2007 to June 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Dec. 18, 2009
        to present | 0                                                          

| | (1) | For the purposes of disclosing positions held in the Company, "Company" shall include
the Company and a parent or subsidiary thereof.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Unless otherwise stated above, all nominees have held the principal occupation or employment indicated
for the past five years.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (3) | Common Shares beneficially owned, or controlled or directed, directly or indirectly, by directors
is based on information furnished to the Company by the nominees.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | 56,786 Common Shares are held by Kalpakian Bros. of B.C. Ltd (private company controlled by and
in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders), 18,000 Common shares are held by BHK Management
Inc. (private company controlled by Bedo H. Kalpakian). In addition, Mr. Bedo Kalpakian disclosed indirect holdings include 10,200
common shares held by a family member.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | 56,786 Common Shares are held by Kalpakian Bros. of B.C. Ltd (private company controlled by and
in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders), 18,000 Common shares are held by 30 Rock Management
Inc. (private company controlled by Jacob H. Kalpakian). In addition, Mr. Jacob Kalpakian disclosed indirect holdings include 84,933
common shares held by a family member.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company does not currently have
an Executive Committee of its Board of Directors. The members of the Audit Committee are Bedo Kalpakian, Gregory McFarlane and
Fred Tejada.

CEASE TRADE ORDERS, CORPORATE AND
PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

No proposed director (including any personal
holding company of a proposed director):

| | (1) | is, as at the date of the Information Circular, or has been, within 10 years before the date of
this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company)
that:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (A) | was the subject of a cease trade order (including a management cease trade order which applies
to directors or executive officers), an order similar to a cease trade order or an order that denied the relevant company access
to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (collectively an
"order"), that was issued while such person was acting in the capacity as director, chief executive officer or chief
financial officer;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | was subject to an order that was issued after such person ceased to be a director, chief executive
officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity
as a director, chief executive officer or chief financial officer;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | is, as at the date of this Information Circular, or has been within 10 years before the date of
the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting
in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors
or had a receiver, receiver manager or trustee appointed to hold its assets;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | has, within the 10 years before the date of this Information Circular, become bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement
or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | has been subject to:
| | --- | --------------------

| | (A) | any penalties or sanctions imposed by a court relating to securities legislation or by a securities
regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000
or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether
to vote for a proposed director; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | any other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable securityholder in deciding whether to vote for a proposed director.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No proposed director is to be elected
under any arrangement or understanding between the proposed director and any other person or company, except the directors and
executive officers of the Company acting solely in such capacity.

22.audit committee disclosure

The Audit Committee Charter and the disclosure
required by National Instrument 52-110 are attached hereto as Schedule "A". The Audit Committee monitors the integrity
of internal controls and monitors the business conduct of the Company. The committee reviews matters on a quarterly basis, relating
to the financial position of the Company in order to provide reasonable assurances that the Company is in compliance with applicable
laws and regulations.

23.APPOINTMENT AND REMUNERATION OF AUDITORS

Management recommends the re-appointment
of Smythe Ratcliffe, PKF, Chartered Accountants, of 7th Floor, Marine Building, 355 Burrard Street, Vancouver, British
Columbia V6C 2G8, as the Auditor of the Company to hold office until the next Annual General Meeting of the Shareholders at remuneration
to be fixed by the Board of Directors, and the persons named in the enclosed Proxy intend to vote in favour of such re-appointment.
Smythe Ratcliffe, PKF, Chartered Accounts were initially appointed as auditor of the Company on April 10, 2003.

24.Corporate governance

The information required to be disclosed
by National Instrument 58-101 Disclosure of Corporate Governance Practicesis attached to this information circular as Schedule
"B".

25.PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

a.re-approval of the stock option plan adopted on march 12, 2004

At last year's annual general meeting
held on June 20, 2012 the Company proposed and the shareholders reapproved the Company’s 20% "rolling" stock option
plan (the "2004 Stock Option Plan"). Shareholders are being asked to re-approve the 2004 Stock Option Plan at this year’s
Annual General Meeting.

1.	Number of common shares Reserved
for Issuance under the Plan

Under the Plan, that number of common
shares as is equal to 20% of the Company's issued and outstanding common shares from time to time may be reserved for the granting
of stock options.

2.	Purposes of the Plan and Eligibility

The purpose of the Plan is to advance
the interests of the Company by providing eligible persons with additional incentive; encouraging stock ownership of eligible persons;
increasing the proprietary interest of eligible persons in the success of the Company; encouraging eligible persons to remain with
the Company or its subsidiaries; and attracting new employees, directors and officers.

Directors, senior officers, consultants,
employees, and management company employees of the Company and its subsidiaries are eligible to participate in the Plan.

While the Board, or any Committee to
which administration of the Plan may be delegated, may, at its discretion, decide which terms to include in any option agreement
on a case-by-case basis and there is no obligation on the Board or such Committee, if any, to use an identical form of option agreement
or stipulate identical terms for each category of optionee or otherwise, the Board imposes certain restrictions as set out below.

The aggregate number of common shares
that may be reserved for issuance pursuant to an option or options granted to any one individual in any 12-month period shall not
exceed 5% and in the case of insiders, 10%, of the issued and outstanding common shares, calculated at the date any such option
is granted. The maximum number of common shares which may be issued to Insiders under the Plan or any other share compensation
arrangement within any 12 month period shall be 10% of the common shares issued and outstanding at the time of issuance.

3.	Vesting Requirements

For any option granted under the Plan,
the Board of Directors may, at its sole discretion, determine whether such option shall vest immediately or be subject to such
vesting schedule as the Board may deem appropriate in the circumstances.

Notwithstanding the above, in the event
a take-over bid, as defined in applicable securities legislation (but excluding an exempt take-over bid pursuant to applicable
securities legislation) is made by any offeror to acquire outstanding voting or equity securities of the Company, the Board of
Directors shall have the power and authority to pass a resolution deeming options that have not vested at the time to have vested,
so as to enable optionees to exercise their respective options to the fullest extent possible and to tender all shares thereunder
to such take-over bid.

4.	Termination or Expiry of Options

The Plan stipulates that options may
be granted under the Plan with a maximum term of five years.

Except as otherwise determined by the
Board options granted under the Plan must expire 90 days after an optionee ceases to be a director, senior officer, consultant,
employee or management company employee. Termination for cause shall result in expiry of the affected option effective immediately
upon such termination.

In the event of an optionee’s death,
the deceased’s option may be exercised by his or her heirs or administrators within one year after the date of death (to
the extent that the optionee was entitled to exercise such option as of the date of death).

| | 5. | Other Material Terms
| | -- | --------------------

The exercise price for any option shall
be fixed by the Board. The Plan stipulates that the minimum exercise price may be at a discount of 25% to the closing market price
of the Company’s common shares on the day preceding the grant of the option but not less than $0.05 per share.

All options granted and any common shares
issuable upon exercise thereof shall be subject to any resale restrictions under applicable securities laws.

All options are non-assignable and non-transferable
(subject to the options being exercisable by the optionee’s heirs or administrators in the event of the optionee’s
death).

The Board of Directors may at any time,
and from time to time, amend the Plan. However, no amendment shall be effective unless approved by the shareholders of the Company
to the extent shareholder approval is necessary for the Plan to satisfy any stock exchange or quotation system listing requirements.
The Board shall not make any changes to any existing option agreements that are adverse to the optionee unless such optionee first
consents in writing to any such changes.

If any change is made in the common shares
subject to the Plan, or subject to any option (through merger, consolidation, reorganization, recapitalization, stock dividend,
dividend property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted
in the type(s) and maximum number of securities subject to the Plan and the maximum number of securities subject to award to any
person, and the outstanding options will be appropriately adjusted in the type(s) and number of securities and price per share
of shares subject to such outstanding options.

The Board of Directors unanimously recommends
that shareholders ratify, confirm and approve the re-approval of the 2004 Stock Option Plan by voting in favour of the above resolution.
It is the intention of the persons named in the enclosed Proxy, in the absence of instructions to the contrary, to vote the
Proxy in favour of the resolution approving the re-approval of the 2004 Stock Option Plan.

For purposes of determining whether the
resolution has received the requisite approval of a majority of the votes cast at the Meeting, votes attaching to common shares
held by "related persons" (as defined in National Instrument 45-106) will be excluded. As of the Record Date the number
of common shares held by related persons, and accordingly the number of votes which will be excluded from voting, is 1,608,998
common shares.

b.Other Matters

As of the date of this Information Circular,
management knows of no other matters to be acted upon at this Annual General Meeting. However, should any other matters properly
come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with
the best judgment of the persons voting the shares represented by the proxy.

c.additional information

Additional information relating to the
Company is available on SEDAR at www.sedar.com. Copies of the Company's Financial Statements and Management Discussion and Analysis
may be obtained without charge upon request from the Company, at Suite 300, 570 Granville Street, Vancouver, BC V6C 3P1, phone
(604) 681-1519 and such documents will be sent by mail or electronically by email as may be specified at the time of the request.

d.director approval

The contents of this Information Circular
and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.

DATED at Vancouver, British Columbia,
this 14th day of August, 2013.

"Bedo H. Kalpakian"Bedo H. Kalpakian
President, Chief Executive Officer
Chief Financial Officer and Director







HIGH 5 VENTURES INC.

(the "Company")

SCHEDULE "A"

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE



ITEM 1:	THE AUDIT COMMITTEE'S CHARTER

Purpose

The overall purpose of the Audit Committee
(the "Committee") of High 5 Ventures Inc. (the "Company") is to ensure that the Company's management has designed
and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements
and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements
as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board
that through the involvement of the Committee, the external audit will be conducted independently of the Company's Management to
ensure that the independent auditors serve the interests of Shareholders rather than the interests of Management of the Company.
The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee
will monitor the independence and performance of the Company's independent auditors.

Composition, Procedures and Organization

(1)	The Committee
shall consist of at least three members of the Board of Directors (the "Board").

| | (2) | At least two (2) members of the Committee shall be independent and the Committee shall endeavour
to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship
which would interfere with the exercise of the Committee members' independent judgment. At least one (1) member of the Committee
shall have accounting or related financial management expertise. All members of the Committee that are not financially literate
will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable
to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and
understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial
statements.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The Board, at its organizational meeting held in conjunction with each annual general meeting of
the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace
any member of the Committee and may fill any vacancy in the Committee.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall
elect a chair and a secretary from among their number.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The quorum for meetings shall be a majority of the members of the Committee, present in person
or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each
other.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | The Committee shall have access to such officers and employees of the Company and to the Company's
external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform
its duties and responsibilities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(7)	Meetings of
the Committee shall be conducted as follows:

| | (a) | the Committee shall meet at least four times annually at such times and at such locations as may
be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the external auditors shall receive notice of and have the right to attend all meetings of the
Committee; and
| | --- | -------------------------------------------------------------------------------------------------------------

| | (c) | management representatives may be invited to attend all meetings except private sessions with the
external auditors.
| | --- | --------------------------------------------------------------------------------------------------------------------

| | (8) | The internal auditors and the external auditors shall have a direct line of communication to the
Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly
any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable,
illegal or improper financial practices or transactions.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Roles And Responsibilities

| | (9) | The overall duties and responsibilities of the Committee shall be as follows:
| | --- | -----------------------------------------------------------------------------

| | (a) | to assist the Board in the discharge of its responsibilities relating to the Company's accounting
principles, reporting practices and internal controls and its approval of the Company's annual and quarterly financial statements
and related financial disclosure;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | to establish and maintain a direct line of communication with the Company's internal and external
auditors and assess their performance;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------

| | (c) | to ensure that the management of the Company has designed, implemented and is maintaining an effective
system of internal financial controls; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | to report regularly to the Board on the fulfilment of its duties and responsibilities.
| | --- | --------------------------------------------------------------------------------------

| | (10) | The duties and responsibilities of the Committee as they relate to the external auditors shall
be as follows:
| | ---- | -------------------------------------------------------------------------------------------------------------

| | (a) | to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify
the independence of such external auditors;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | to review and approve the fee, scope and timing of the audit and other related services rendered
by the external auditors;
| | --- | --------------------------------------------------------------------------------------------------------------------------

| | (c) | review the audit plan of the external auditors prior to the commencement of the audit;
| | --- | --------------------------------------------------------------------------------------

| | (d) | to review with the external auditors, upon completion of their audit:
| | --- | ---------------------------------------------------------------------

A.	contents
of their report;

B.	scope and
quality of the audit work performed;

C.	adequacy
of the Company's financial and auditing personnel;

D.	co-operation
received from the Company's personnel during the audit;

E.	internal
resources used;

F.	significant
transactions outside of the normal business of the Company;

| | G. | significant proposed adjustments and recommendations for improving internal accounting controls,
accounting principles or management systems; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------

H.	the non-audit
services provided by the external auditors;

| | (e) | to discuss with the external auditors the quality and not just the acceptability of the Company's
accounting principles; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (f) | to implement structures and procedures to ensure that the Committee meets the external auditors
on a regular basis in the absence of management.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | The duties and responsibilities of the Committee as they relate to the internal control procedures
of the Company are to:
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (a) | review the appropriateness and effectiveness of the Company's policies and business practices which
impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information
services and systems and financial controls, management reporting and risk management;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | review compliance under the Company's business conduct and ethics policies and to periodically
review these policies and recommend to the Board changes which the Committee may deem appropriate;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | review any unresolved issues between management and the external auditors that could affect the
financial reporting or internal controls of the Company; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | periodically review the Company's financial and auditing procedures and the extent to which recommendations
made by the internal audit staff or by the external auditors have been implemented.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (12) | The Committee is also charged with the responsibility to:
| | ---- | ---------------------------------------------------------

| | (a) | review the Company's quarterly statements of earnings, including the impact of unusual items and
changes in accounting principles and estimates and report to the Board with respect thereto;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | review and approve the financial sections of:
| | --- | ---------------------------------------------

A.	the annual
report to Shareholders;

B.	the annual
information form, if required;

C.	annual and
interim MD&A;

D.	prospectuses;

E.	news releases
discussing financial results of the Company; and

F.	other public
reports of a financial nature requiring approval by the Board,

and report to the Board with respect
thereto;

| | (c) | review regulatory filings and decisions as they relate to the Company's financial statements;
| | --- | ---------------------------------------------------------------------------------------------

| | (d) | review the appropriateness of the policies and procedures used in the preparation of the Company's
financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | review and report on the integrity of the Company's financial statements;
| | --- | -------------------------------------------------------------------------

| | (f) | review the minutes of any audit committee meeting of subsidiary companies;
| | --- | --------------------------------------------------------------------------

| | (g) | review with management, the external auditors and, if necessary, with legal counsel, any litigation,
claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating
results of the Company and the manner in which such matters have been disclosed in the financial statements;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | review the Company's compliance with regulatory and statutory requirements as they relate to financial
statements, tax matters and disclosure of financial information; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | develop a calendar of activities to be undertaken by the Committee for each ensuing year and to
submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | The Committee shall have the authority:
| | ---- | ---------------------------------------

| | (a) | to engage independent counsel and other advisors as it determines necessary to carry out its duties,
| | --- | ----------------------------------------------------------------------------------------------------

| | (b) | to set and pay the compensation for any advisors employed by the Committee; and
| | --- | -------------------------------------------------------------------------------

| | (c) | to communicate directly with the internal and external auditors.
| | --- | ----------------------------------------------------------------

ITEM 2:	COMPOSITION OF THE AUDIT
COMMITTEE

The current members of the Committee
are Bedo H. Kalpakian, Gregory Todd McFarlane and Fred Tejada. All of the members are financially literate. Gregory Todd McFarlane
and Fred Tejada are considered to be independent. "Independent" and "financially literate" have the meaning
used in Multilateral Instrument 52-110 (the "Instrument") of the Canadian Securities Administrators.

ITEM 3:	RELEVANT EDUCATION AND
EXPERIENCE

The Instrument provides that an individual
is "financially literate" if he or she has the ability to read and understand a set of financial statements that present
a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues
that can reasonably be expected to be raised by the Company’s financial statements.

All of the members of the Company’s
audit committee are financially literate as that term is defined in the Instrument.

The Chairman of the Audit Committee,
Bedo H. Kalpakian sits on the audit committee of another public issuer. Greg McFarlane and Fred Tejada sit on the audit committee
of another public issuer. All members have an understanding of the accounting principles used by the Issuer to prepare its financial
statements and have an understanding of its internal controls and procedures for financial reporting.

ITEM 4:	AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of
the Company's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external
auditor (currently, Smythe Ratcliffe, PKF, Chartered Accountants) not adopted by the Board.

ITEM 5:	RELIANCE ON CERTAIN EXEMPTIONS

Since the effective date of MI 52-110,
the Company has not relied on the exemptions contained in sections 2.4 or 8 of MI 52-110. Section 2.4 provides an exemption from
the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total
amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the
fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority
for an exemption from the requirements of MI 52-110, in whole or in part.

ITEM 6:	PRE-APPROVAL POLICIES AND
PROCEDURES

Formal policies and procedures for the
engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of the Instrument, the engagement
of non-audit services is considered by the Company's Board of Directors, and where applicable by the Audit Committee, on a case
by case basis.

ITEM 7:	EXTERNAL AUDITOR SERVICE
FEES (BY CATEGORY)

The aggregate fees charged to the Company
by the external auditor in each of the last two fiscal years are as follows:

|                              | FYE 2011  | FYE 2012 
|----------------------------- | --------- | ---------
|Audit fees for the year ended | $27,000   | $18,000  
|Audit related fees            | $3,000(1) | $4,500(1)
|Tax fees                      | $2,000(2) | $2,000(2)
|All other fees (non-tax)      | $540(3)   | $360(3)  
|Total Fees:                   | $32,540   | $24,860  

(1)	 These fees
relate to the review of financialstatements and the Form 20-F for the year-ended December 31, 2012 & 2011.

| | (2) | These fees are for the preparation and filing
of the Company's tax return.
| | --- | --------------------------------------------------------------------------

| | (3) | Disbursement incurred by the external auditor in respect to  the Canadian Public Accountability Board.
| | --- | ------------------------------------------------------------------------------------------------------



ITEM 8:	EXEMPTION

In respect of the most recently completed
financial year, the Company is relying on the exemption set out in section 6.1 of the Instrument with respect to compliance with
the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of the Instrument.









HIGH 5 VENTURES INC.

(the "Company")

SCHEDULE "B"CORPORATE GOVERNANCE





Pursuant to National Instrument 58-101
Disclosure of Corporate Governance Practicesthe Company is required to and hereby discloses its corporate governance practices
as follows.

ITEM 1. 	BOARD OF DIRECTORS

The Board of Directors of the Company
facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.

Mr. Gregory T. McFarlane, a director
of the Company, is "independent" in that he has no direct or indirect material relationship with the Company.

Mr. Fred A. C. Tejada, a director of
the Company, is "independent" in that he has no direct or indirect material relationship with the Company.

Mr. Bedo Kalpakian is the President,
Chief Executive Officer, Chief Financial Officer and a Director of the Company and is therefore not independent.

Mr. Jacob Kalpakian is the Vice-President
and a Director of the Company and is therefore not independent.

ITEM 2. 	DIRECTORSHIPS

The directors of the Company are currently
directors of the following other reporting issuers:



|Name of Director        | Name of Reporting Issuer                                                                                                                                                                              | Term                                                                                                                    
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------
|Bedo H. Kalpakian       | Las Vegas From Home.com Entertainment
        Inc.
        Green Arrow Resources Inc. (formerly
        Bulldog Explorations Ltd.)                                                                    | August 1987 to present
        May 10, 2012 to present                                                                  
|Jacob H. Kalpakian      | Las Vegas From Home.com Entertainment
        Inc.
        Green Arrow Resources Inc. (formerly
        Bulldog Explorations Ltd.)                                                                    | January 1991 to present
        April 2012 to present                                                                   
|Gregory Todd MacFarlane | Las Vegas From Home.com Entertainment Inc.                                                                                                                                                            | October 1992 to present                                                                                                 
|Fred A. C. Tejada       | Jager Resources Inc. (formerly Black Smoker Ventures
        Inc).
        
        Green Arrow Resources Inc. (formerly Bulldog Explorations
        Ltd.)
        
        Patriot Minefinders Inc. | September 2011 to present
        
        
        April 2012 to present
        
        
        June 2012 to present

ITEM 3. 	ORIENTATION AND CONTINUING
EDUCATION

The Board of Directors of the Company
brief all new directors with the policies of the Board of Directors, and other relevant corporate and business information.

ITEM 4. 	ETHICAL BUSINESS CONDUCT

The Board has found that the fiduciary
duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions
placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the
director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests
of the Company.

Under the corporate legislation, a director
is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and
extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director
is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party
to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain
from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a
director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the
benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains
from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction
was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director
is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted
honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction
be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director
to avoid such liability or the contract or transaction being invalid.

ITEM 5. 	NOMINATION OF DIRECTORS

The Board of Directors is responsible
for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next
annual meeting of the shareholders.

New nominees must have a track record
in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time
required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

ITEM 6. 	COMPENSATION

The Board of Directors conducts reviews
with regard to directors’ compensation once a year. To make its recommendation on directors’ compensation, the Board
of Directors takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian
companies.

ITEM 7. 	OTHER BOARD COMMITTEES

The Board of Directors has no other committees
other than the Audit Committee.

ITEM 8. 	ASSESSMENTS

The Board of Directors monitors the adequacy
of information given to directors, communication between the board and management and the strategic direction and processes of
the board and committees.