ESB.H Eastsiberian (delisted)

SCHEDULE A

NATIONAL INSTRUMENT 62-103
EARLY WARNING REPORT

1.

The Name and address of the offeror:

Graeme Phipps

c/o EastSiberian Plc

9 Esplanade

St. Helier, Jersey

JE2 3QA

2.

The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:

On October 8, 2014, EastSiberian Plc ("EastSiberian") issued 2,200,000 common shares (the "Shares") at a deemed price of $0.05 per common share to Mr. Phipps as settlement of a portion ($110,000) of the debt owing to Mr. Phipps for compensation for services rendered as an officer of EastSiberian (the "Shares for Debt Settlement").  The Shares represent approximately 15.69% of the issued and outstanding common shares of EastSiberian.  

Prior to the Shares for Debt Settlement, Mr. Phipps held 17,417 common shares of EastSiberian, representing approximately 0.34% of the 5,103,998 issued and outstanding common shares. 

3.

The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release:

After giving effect to the Shares for Debt Settlement, Mr. Phipps holds an aggregate of 2,217,417 common shares, representing approximately 15.8% of the issued and outstanding common shares of EastSiberian.

4.

The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(a) 

the offeror, either alone or together with any joint actors, has ownership and control:

See paragraph 3 above.

(b) 

the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:

Not applicable.

(c)

the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:

Not applicable.

5.

The name of the market in which the transaction or occurrence giving rise to the report took place:

The transaction took place by way of private agreement.  The issuance of the Shares were conditionally accepted by the NEX Board of the TSX Venture Exchange.

6.

The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

See paragraph 2 above.

7.

The purpose of the offeror and any joint actors in effecting the transaction or occurrence giving rise to the report, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:

Mr. Phipps accepted the issuance of Shares as partial settlement of the debt owed to him by EastSiberian to assist the viability of EastSiberian.

As at the date hereof, EastSiberian remains indebted to Mr. Phipps in the amount of $693,862.  In the future, Mr. Phipps may accept a further issuance of common shares of EastSiberian as settlement of the remaining debt. 

8.

The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

Pursuant to the Shares for Debt Settlement, Mr. Phipps acquired the Shares as settlement of a portion of the debt ($110,000) owing to Mr. Phipps for compensation for services rendered as an officer of EastSiberian.  Mr. Phipps is President of EastSiberian as well as a director.

9.

The names of any joint actors in connection with the disclosure required by Appendix E of National Instrument 62-103.

Not applicable.

10.

In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:

See paragraph 2 above.

11.

If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements in respect of the reporting issuer's securities:

Not applicable.

12.

If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:

Not applicable.

Dated this 13^th day of November, 2014.

(signed) Graeme Phipps

Graeme Phipps

President