CLUSTER ASSET MANAGEMENT INC



Encap Corporation

17 Bramley Street North

Port Hope, On

L1A 3K7

905 885 5842

pdeauer@sympatico.ca

September 22, 2017

Fellow shareholders

I am sorry to report that Jim Morrow and Richard Johnston, our two outside directors have decided that they would not stand for reelection, effectively resigning from the Board and in Jim’s case as on officer.

The principal reason they indicated was that Encap did not carry directors' liability insurance, as we had never seen the benefit for doing so.

I want to acknowledge that their action was amicable and I hope that the relationships continue.

Jim has served us exceptionally well as director, Corporate Secretary and legal advisor and he has agreed that we can call on his services in the latter capacity, if required.

Richard was not only a partner in his previous activities but an excellent advisor to Encap with respect to investment philosophy and corporate governance.

He has also indicated that we could rely on these attributes if called upon.

That leaves only me as the sole director, which meets the requirements of the Articles of Incorporation and I am prepared to continue to look after the interests of all shareholders.

One other item of business.

Some time ago, with the approval of the Board we amended my shareholder loan agreement to reduce the monies we would keep within the Corporation, in other words $ 5,000, below which I could not redeem the loan.

The amount was set at that level to make sure that we had sufficient funds on hand to at least pay auditor’s fees if required.

We have since been successful in negotiating lower fees with our new auditor, O’Keefe Accounting Group, so the amount can be reduced to $ 1,200.

Please feel free to call me, should you wish to discuss these developments.

Respectfully submitted,

Peter de Auer

President and CEO

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