The italicized portions below are copied from the PP Resolution Background within the Information Circular. It states that the purchaser owns no shares in RVX at this time and this PP would only give the purchaser 4.3% (8.3% fully diluted) of the outstanding shares of the company. This would be a new shareholder. The reasons that I see for the resolution are that the PP must close within 45 days from when the market price is established and the market price might rise before closing. This is possibly done as a safety buffer according to the “Recommendation of the Board” below and Point 2. of the Resolution itself that states that the Board can back out of this at any time up to closing.

The Private Placement was negotiated on an arm’s length basis and is conditional upon the Subscriber being satisfied with its due diligence review of the Corporation by November 30, 2020. There is no certainty that the due diligence condition will be satisfied. In addition, the Private Placement is subject to the approval of Shareholders, the approval of the Toronto Stock Exchange (“TSX”) and other customary closing conditions. In the event that all conditions are satisfied or waived, the Subscription Agreement provides for closing of the Private Placement to occur on January 15, 2021. The completion of the Private Placement would provide the Corporation with access to capital that is needed to fund research and development and other corporate activities. The 10,560,000 Common Shares comprising the Units to be issued to the Subscriber pursuant to the Private Placement would represent 4.3% of the issued and outstanding Common Shares and, together with the additional 10,560,000 Common Shares issuable upon exercise of the Warrants, the aggregate number of Common Shares that would be issued or become issuable pursuant to the Private Placement would represent 8.3% of the outstanding Common Shares. To the knowledge of the Corporation, the Subscriber does not currently own any securities of the Corporation. Accordingly, the Subscriber is not expected to become an insider of the Corporation and the Private Placement is not expected to materially affect the control of the Corporation.

Toronto Stock Exchange Requirements

Section 607(e) of the TSX Company Manual provides that, unless shareholder approval is obtained, the price per listed security for any private placement must not be lower than the market price less a maximum discount, which would be 20% in the case of the Common Shares. In addition, Section 607(f)(ii) of the TSX Company Manual requires that a private placement must not close later than 45 days from the date the market price of the securities is established.

The issue price of $1.25 per Unit is at a discount of 6.7% to the volume weighted average trading price of the Common Shares for the five trading days prior to the date of the Subscription Agreement and therefore it did not exceed the maximum discount of 20% permitted by TSX at the date of the Subscription Agreement. The issue price would also comply with TSX requirements based on the market price of the Common Shares at the date of this Management Information Circular. However, the Private Placement may or may not close within the next 45 days and the market price of the Common Shares may increase prior to closing. Therefore, under TSX policies, Shareholder approval is required to enable the Private Placement to be completed at the agreed price of $1.25 per Unit on the anticipated closing date of January 15, 2021, irrespective of the market price of the Common Shares at that time.

Recommendation of the Board

After careful consideration of the financing alternatives available to the Corporation, the Board determined that it is in the best interests of the Corporation to proceed with the Private Placement. The Board unanimously recommends that Shareholders vote in favour of the resolution to approve the Private Placement.

Point 2. Of the resolution is below. It states that the BoD can revoke this resolution up to closing on January 15th.

2. the board of directors of the Corporation is hereby authorized at any time in its absolute discretion to revoke this resolution before it is acted upon or not to proceed with the above transaction without further approval of the shareholders;