1. Introduction.

• The Board of Directors of Nova Leap Health Corp. (the "Company") has adopted this Code of Business Conduct and Ethics (the "Code") in order to:
  • promote integrity and honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
  • promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to securities regulators and in other public communications made by the Company;
  • promote compliance with applicable governmental laws, rules and regulations;
  • promote the protection of Company assets, including corporate opportunities and confidential information;
  • promote fair dealing practices;
  • deter wrongdoing; and
  • ensure accountability for adherence to the Code.

The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically. The purpose of the Code is to guide directors, officers and employees on how to carry out their duties in an honest and ethical manner.

Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's security holders, employees, customers, suppliers, partners, service providers, competitors, and anyone else with whom he or she has contact in the course of performing his or her job. While the Code does not, and cannot, deal with every situation that may arise, the principles outlined in the Code should be seen as providing a baseline for honest and ethical decision-making. The Company shall ensure that each director, officer and employee of the Company is provided with a copy of the Code and signs an acknowledgment of receipt and review.

• All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10. The Code does not apply to subsidiaries of the Company.

2. Conflicts of Interest.

• Conflicts of interest should be avoided unless specifically authorized. A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family):
  • takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively;
  • receives improper personal benefits as a result of his or her position in the Company; or
  • has a material interest in an agreement or transaction involving the Company.
• Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.
• Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with and seek a determination and prior authorization or approval from, their supervisor or the Chief Financial Officer. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Financial Officer with a written description of the activity and seeking the Chief Financial Officer's written approval. If the supervisor is involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Financial Officer.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee and comply with the requirements of corporate laws to declare conflicts of interest and abstain from voting on such matters.

3. Compliance.

• The Company and its employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the jurisdictions in which the Company operates.
• Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be directed to the Chief Financial Officer.
• No director, officer or employee may purchase or sell any Company securities while in possession of material non-public information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material non-public information regarding that company. It is prohibited for any director, officer or employee to use material non-public information regarding the Company or any other company to:
  • obtain profit for himself or herself; or
  • directly or indirectly "tip" others who might make an investment decision on the basis of that information.

4. Disclosure.

• The Company's periodic reports and other public documents, including all financial statements and other financial information, must comply with applicable securities laws and stock exchange rules.
• Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit staff, as well as the Company's auditors and counsel.
• Each director, officer and employee who is involved in the Company's disclosure process must be familiar with and comply with the Company's disclosure policies, disclosure controls and procedures and internal controls over financial reporting.

5. Protection and Proper Use of Company Assets.

• All directors, officers and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.
• All Company assets should be used only for legitimate business purposes, though incidental personal use may be permitted. Any suspected incident of fraud or theft should be reported for investigation immediately.
• The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trade-marks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
• All transactions undertaken on behalf of the Company must be authorized in accordance with Company policies and must be documented accurately. Directors, officers and employees responsible for record-keeping and accounting must ensure that the Company's books and records are accurate, timely and fair in their description of the assets of the Company.

6. Corporate Opportunities.

All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

7. Confidentiality.

Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or legally required. Confidential information includes all non-public information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed. The obligation to maintain the confidentiality of information remains even after the director, officer or employee ceases to be employed or hold office with the Company.

8. Fair Dealing.

Each director, officer and employee must deal fairly with the Company's security holders, employees, customers, suppliers, competitors, and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.

9. Human Rights in the Workplace.

The Company is committed to providing a workplace free of harassment, violence and discrimination. Directors, officers and employees are expected to foster a respectful work environment that adheres to the requirements of applicable human rights law and related workplace legislation. The Company will not tolerate acts of discrimination based on age, ancestry, colour, race, citizenship, ethnic origin, creed, disability, family status, marital status, gender, sex, sexual orientation or any other ground of discrimination prohibited by law.

10. Reporting and Enforcement.

• Reporting and Investigation of Violations.
  • Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.
  • Actions prohibited by this Code involving any other person must be reported to the reporting person's supervisor or the Chief Financial Officer.
  • After receiving a report of an alleged prohibited action, the Audit Committee, the relevant supervisor or the Chief Financial Officer must promptly take all appropriate actions necessary to investigate.
  • All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
• Enforcement.
  • The Company must ensure prompt and consistent action against violations of this Code.
  • If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors.
  • If, after investigating a report of an alleged prohibited action by any other person, the relevant supervisor determines that a violation of this Code has occurred, the supervisor will report such determination to the Chief Financial Officer.
  • Upon receipt of a determination that there has been a violation of this Code, the Chief Financial Officer or the Board of Directors, as applicable, will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
• Waivers and Disclosure.
  • The Board of Directors may, in its discretion, waive any violation of this Code.
  • Any waiver of this Code for or violation of this Code by a director or an executive officer shall be disclosed as required by securities laws.
• Prohibition on Retaliation.
  • The Company does not tolerate acts of retaliation, including demotion, discharge, discipline, discrimination, harassment, suspension or threats, against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

11. Amendment.

The Board of Directors may, from time to time, amend the Code.

12. Administration of this Code

• The Chief Financial Officer is responsible for the administration of this Code of Business Conduct and Ethics. If employees, directors or officers have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code, they may contact the Chief Financial Officer.
• Nova Leap Health Corp. expressly reserves the right to change, modify or delete portions of this Code without notice.

NOVA LEAP HEALTH CORP'S WHISTLEBLOWER POLICY

1. Whistleblowing is the raising of a concern about a danger, risk, malpractice, or wrongdoing which may affect others. We encourage all Nova Leap employees, consultants, and directors to raise any concerns they might have to someone within the organization who is positioned to investigate and, if appropriate, address the potential problem as soon as possible.
2. Examples of concerns that might arise are those related to:
   • Accounting irregularities;
   • Internal accounting controls;
   • Auditing matters;
   • Fraud against the Company's shareholders or other persons;
   • Theft;
   • Client abuse or negligence; and
   • Other legal or regulatory non-compliance.
3. The Audit Committee shall designate a Complaints Officer (the “Complaints Officer“) from time to time. The Complaints Officer will be an independent director, and any written notices to the Complaints Officer may be addressed as follows:

   Wayne Myles,
   Complaints Officer (Independent Director)
   Nova Leap Health Corp.
   7071 Bayers Road, Suite 5003
   Halifax, Nova Scotia
   Canada B3L 2C2
   Email: wayne@mylesandcompany.com

4. Nova Leap shall make this Whistleblower Policy and the name of the acting Complaints Officer available to all employees, consultants, and directors.
5. You may report your concerns to the Complaints Officer, your immediate manager, or a more senior manager (a "Concern Recipient") either orally or in writing. An immediate manager or senior manager may bring concerns to his or her supervisor or the Complaints Officer for assistance, if appropriate. If the Complaints Officer is implicated in the concern, then the Chief Executive Officer shall act as the complaints officer for the purpose of that report and investigation.
6. You may raise your concern confidentially, if you choose. Please note that if your identity is kept confidential, it may be more challenging to investigate the complaint. Nova Leap cannot guarantee that others will not guess your identity in the process of the investigation. If you elect to raise your concern confidentially, the Concern Recipient must ask your permission before disclosing your identity in connection with the complaint, unless required by law. The content of the concern will be disclosed as necessary to ensure your concern is addressed, including disclosure to the Audit Committee or Chair of the Audit Committee.
7. Retaliation against individuals who raise concerns will not be tolerated. If you experience retaliation for raising your concern, we ask that you inform a Concern Recipient immediately. Retaliation may include:
   • Failure to promote;
   • Denial of training;
   • Closer monitoring;
   • Ostracism;
   • Blocking access to resources;
   • Unrequested re-assignment or re-location;
   • Demotion;
   • Suspension;
   • Disciplinary sanction;
   • Bullying or harassment;
   • Victimization;
   • Dismissal;
   • Failure to provide an appropriate reference; or
   • Failing to investigate a subsequent concern.
8. Anonymous whistleblowing is when a whistleblower raises his or her concern in a way that hides his or her identity. Nova Leap does not encourage anonymous whistleblowing, since anonymity makes it difficult to investigate concerns or protect whistleblowers from retaliation. However, if you do raise your concern anonymously, the Concern Recipient will assess the anonymous information as fully as possible to determine whether there is substance to the concern and whether it can be addressed.
9. Concern Recipients will remind you of the confidentiality policy in paragraph 6 and retaliation policy in paragraph 7 upon receiving your report. Further, Concern Recipients will inform you about:
   • Who will handle the concern;
   • How the concern will be handled;
   • Your right to independent legal advice; and
   • Approximately how long the investigation will take.
10. If the Complaints Officer determines it appropriate, the Concern Recipient will provide you with an interim report of how the investigation is proceeding and the outcome of the investigation, either orally or in writing. If the Complaints Officer determines it is not appropriate to provide an interim report or the outcome of the investigation, the Concern Recipient will explain this and the reason why. For example, non-disclosure agreements may prevent the Concern Recipient from informing you of the investigation outcome.
11. Concern Recipients must summarize and provide all reports received under this Whistleblower Policy to the Complaints Officer. The Complaints Officer must report on the number and nature of whistleblower reports received to the Audit Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Audit Committee called to approve interim or annual financial statements of the Corporation.
12. Upon receipt of a report from the Complaints Officer, the Audit Committee shall discuss the report and take such steps as the Audit Committee deems appropriate.
13. Concern Recipients shall retain records of concerns received for a period of six years following resolution of the concern.

Chris Dobbin, CPA, CA
(President, CEO & Director)

Chris is the Founding President & CEO of Nova Leap Health Corp., a TSX Venture Exchange listed Company with home care operations in the United States and Canada. Chris is also co-owner and Director of Earth Angels Home Care, a private home care company with locations in Nova Scotia.

Chris has been named one of Atlantic Canada’s Emerging Leaders, is a EY Entrepreneur of the Year® 2019 Atlantic award winner and has received national recognition as the recipient of the 2013 EMDA Private Debt Deal of the Year and 2012 EMDA Private Equity Deal of the Year awards for his work with Precipice Capital.

Chris is a CPA, CA, a member of YPO, a graduate of Mount Allison University and a former Director of the Private Capital Markets Association of Canada (PCMA).

Dana Hatfield, CPA, CA
(Independent Director)

Dana Hatfield is the Chief Financial Officer and a director of GoGold Resources Inc., a Canadian company that produces silver and gold in Mexico, and he has over 20 years of financial leadership in increasingly senior roles. Prior to joining GoGold Resources Inc., Mr. Hatfield served as CFO for Brigus Gold Corp., Senior Vice President Finance for AuRico Gold Inc., and Director of Finance with the Eastern Canada division of Sysco Corporation where Mr. Hatfield oversaw financial reporting, internal controls, budgeting, and planning, equity and debt financings, and all operational finance functions. Prior to this, he was a Senior Manager with an international accounting firm advising various public companies on Canadian and US stock exchange regulations, equity financings, and general financial management. Mr. Hatfield is a Chartered Professional Accountant and has a Bachelor of Commerce degree from Dalhousie University in Halifax, Nova Scotia.

Michael O’Keefe, MBA, CPA, CMA
(Independent Director)

Michael O’Keefe is the Chief Financial Officer of Aqualitas Inc., a licensed aquaponics cultivation company. Mr. O’Keefe previously served as Chief Financial Officer of Morien Resources Corp. (“Morien“). Morien operates in the mining industry and is focused on unique mineral industry opportunities to add to its portfolio of long-life royalty assets. Mr. O’Keefe was previously Director of Finance for Erdene Resource Development Corporation (“Erdene“), a precious metals exploration company operating in Mongolia.  Mr. O’Keefe has extensive experience in senior finance positions in both public and private companies and was part of the senior management team for one of the “50 Best Managed” private companies in Canada before joining Erdene’s management team.

Mr. O’Keefe is a Chartered Professional Accountant, has a Master of Business Administration from St. Mary’s University and a Bachelor of Business Administration degree from St Francis Xavier University.

Wayne Myles, QC
(Independent Director)

Wayne Myles has been chairman and co-owner of the Lighthouse Capital Atlantic Inc. (“LCAI”) companies for over 15 years and has been counsel to the law firm Cox and Palmer for NL, NS & NB since 2012. He is also the co-owner and chairman of a diversified group of commercial real estate holding companies and retail and commercial sales and distribution businesses, including LCAI, and its subsidiaries Big Erics Inc. and Terra Nova Old Port Foods Inc., together with other affiliated entities, operating in Atlantic Canada. Mr. Myles is also Chairman of the Board of Directors of Newfoundland and Labrador Liquor Corporation and is Past Chairman of the Board of Victoria Order of Nursing (VON) Canada and a past President of the St. John’s Rotary Club. As a corporate lawyer, and in addition to his domestic practice, Mr. Myles has 20 years of experience in international M&A, regulatory affairs and financings, and has led many transactions for buyers, sellers and debt issuers, involving deal values in multiple billions of US$.

Anne Whelan, MBA, FCPA, ICD.D
(Independent Director)

Anne Whelan is a Canadian entrepreneur, innovator, community, and business leader. As the founder and CEO of Seafair group, she has grown a small family business into a thriving portfolio of small and medium-sized organizations.

In addition to leading her group of companies, Anne is currently a director of the Bank of Canada and of CSA Group, a Canadian standards organization with global operations in testing, inspection and certification. Anne has previously chaired the board of Newfoundland Power, a subsidiary of Fortis (TSX:FTS). She has been recognized for entrepreneurship and leadership at the national level, including being named CEO of the Year in Atlantic Canada (2014), one of Canada’s Top 100 Most Powerful Women (2016) and Startup Canada’s Entrepreneur of the Year (2018). In 2012, Anne was awarded the Queen’s Diamond Jubilee for her contributions to home care.

Anne holds a Bachelor of Arts and a Master of Business Administration from Memorial University. She also completed advanced studies in alternative dispute resolution and holds the ICD.D designation from the Canadian Institute of Corporate Directors.

Marie Mullally, MBA, FCPA, ICD.D
(Independent Director)

Marie is the President and CEO of CUA, one of Atlantic Canada’s largest community banking institutions, a position she has held since 2011. She is also the current Chair of the Board of Nova Scotia Business Inc.

For more than three decades, Marie’s commitment to public service, community investment, and business leadership has been felt at a local, regional and national level. Prior to her current role, Marie spent ten years as President and CEO of the Nova Scotia Gaming Corporation (NSGC), a Provincial Crown corporation. Under her leadership, the NSGC was recognized as a global leader for innovative responsible gambling programs. She has also held leadership roles with various Government of Nova Scotia departments.

In addition to being an active volunteer, university lecturer, wellness instructor, mentor and business advisor, Marie contributes to countless private, not-for-profit and public sector boards, and is a sought-after expert on the topic of corporate governance practices.

Recognized as one of the top 50 CEOs in Atlantic Canada, Marie holds the ICD.D designation from the Canadian Institute of Corporate Directors along with Bachelor of Commerce and Master of Business Administration degrees from Dalhousie University. Marie has also been awarded the Fellow Chartered Accountants designation from the Institute of Chartered Accountants of Nova Scotia and was named Chartered Accountant of the Year in 2008.