Algae Dynamics Corp. (Form: 10-Q, Received: 02/18/2015 15:00:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the quarterly period ended December 31, 2014

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the transition period from ____to____

Commission File Number: 000-54342

Algae Dynamics Corp.

(Exact name of registrant as specified in its charter)

Canada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4120 Ridgeway Drive, Unit 37, Mississauga, ON L5L 5S9 Canada

(Address of principal executive offices) (Zip Code)

(289) – 997- 6740

(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes þ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes þ No

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of February 14, 2015 there were 9,213,710 shares of the issuer's non par value common stock issued and outstanding.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	25
PART II
OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

ALGAE DYNAMICS CORP. (Formerly Converted Carbon Technologies Corp.)

Condensed Interim Balance Sheets

(Stated in Canadian Dollars)

(Unaudited)

	As at December 31,			As at March 31,
	2014			2014
ASSETS

Current Assets
Cash	$	7,485		$	64,674
Prepaid expenses		12,371			12,124
Amounts receivable		28,325			7,875
Total Current Assets		48,181			84,673

Equipment and leasehold improvements (Note 3)		77,238			33,318

Intangible assets (Note 4)		13,740			7,141

Total Assets	$	139,159		$	125,132

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities (Note 9)	$	253,086		$	87,530
Advances from shareholders (Note 5)		423,896			431,406
Warrant liability (Note 6b)		360,462			-
Total Current Liabilities		1,037,444			518,936

STOCKHOLDERS' (DEFICIENCY)

Common stock (Note 6a), $Nil par value, unlimited amount authorized, 9,238,710 issued and outstanding as of December 31, 2014, (March 31, 2014 - 8,606,250)		518,536			100
Additional paid in capital (Note 6c)		234,066			-
Warrants (Note 6b)		190,198			-
Equity to be issued (Note 6a)		30,000			328,180
Accumulated deficit		(1,871,085	)		(722,084	)
Total Stockholders' (Deficiency)		(898,285	)		(393,804	)

Total Liabilities and Stockholders' (Deficiency)	$	139,159		$	125,132

Going Concern (Note 1)
Commitments and Contingencies (Note 8)

These condensed interim financial statements are approved by the Directors:

Director		Director

The accompanying notes are an integral part of these condensed interim financial statements

ALGAE DYNAMICS CORP. (Formerly Converted Carbon Technologies Corp.)

Condensed Interim Statements of Operations and Comprehensive Loss

(Stated in Canadian Dollars)

(Unaudited)

	For the Three Month Period Ended December 31, 2014		For the Three Month Period Ended December 31, 2013			For the Nine Month Period Ended December 31, 2014		For the Nine Month Period Ended December 31, 2013

OPERATING EXPENSES
Amortization expense (Note 3)	$	5,516	$	1,005		$	14,192	$	1,005
Business development		4,667		4,860			20,480		12,031
Management and contract fees		92,875		(2,500	)		212,750		10,000
Occupancy costs		8,904		5,812			30,388		8,118
Office and general		7,898		1,384			23,681		3,176
Professional fees (Note 6b)		192,491		9,104			548,458		15,265
Research and development		15,153		417			29,691		1,847
Stock based compensation (Note 6c)		234,066		-			234,066		-
Telephone and internet services		3,318		(4,233	)		9,642		-
Travel		4,018		632			25,653		5,651
Total Operating Expenses		568,906		16,481			1,149,001		57,093

Net Loss and Comprehensive Loss for the period		568,906	$	16,481		$	1,149,001	$	57,093


Net loss per common share - basic and diluted	$	0.06	$	0.00		$	0.13	$	0.01

Weighted average common shares outstanding - basic and diluted		9,238,710		8,606,250			9,027,555		8,606,250

The accompanying notes are an integral part of these condensed interim financial statements

ALGAE DYNAMICS CORP. (Formerly Converted Carbon Technologies Corp.)

Condensed Interim Statements of Stockholders' Equity (Deficiency)

(Stated in Canadian Dollars)

(Unaudited)

	Common		Common						Additional
	Shares		Shares						Paid in		Equity to			Accumulated			Stockholders'
	Number		Amount			Warrants			Capital		be Issued			Deficit			(Deficency)

March 31, 2013		8,606,250	$	100		$	-		$	-	$	-		$	(489,128	)	$	(489,028	)

Unit subscriptions received		-		-			-			-		328,180			-			328,180
Net loss and comprehensive loss for the year		-		-			-			-		-			(232,956	)		(232,956	)
March 31, 2014		8,606,250	$	100		$	-		$	-	$	328,180		$	(722,084	)	$	(393,804	)

Unit subscriptions issued (Note 6a)		315,335		328,180			-			-		(328,180	)		-			-

Unit subscriptions received and issued (Note 6a)		292,125		328,876			-			-		-			-			328,876

Valuation of warrants (Note 6b)				(171,308	)		171,308			-		-			-			-

Warrants granted for sevices (Note 6b)				-			19,290			-		-			-			19,290
Unit issue costs		-		(1,100	)		(400	)		-		-			-			(1,500	)
Warrants exercised		25,000		1,113			-			-		-			-			1,113

Warrant liability valuation transferred		-		32,675			-			-		-			-			32,675

Unit subscriptions received		-		-			-			-		30,000			-			30,000
Stock options (Note 6c)		-		-			-			234,066		-			-			234,066

Net loss and comprehensive loss for the period		-		-			-			-		-			(1,149,001	)		(1,149,001	)
December 31, 2014		9,238,710	$	518,536		$	190,198		$	234,066	$	30,000		$	(1,871,085	)	$	(898,285	)

The accompanying notes are an integral part of these condensed interim financial statements

ALGAE DYNAMICS CORP. (Formerly Converted Carbon Technologies Corp.)

Condensed Interim Statements of Cash Flows

(Stated in Canadian Dollars)

(Unaudited)

	For the			For the
	Nine Month			Nine Month
	Period Ended			Period Ended
	December 31,			December 31,
	2014			2013
Operating activities

Net loss for the period	$	(1,149,001	)	$	(57,093	)
Items not affecting cash
Amortization		14,192			1,005
Stock based compensation (Note 6b and 6c)		644,432			-


Items not affecting cash
Prepaid expenses		(247	)		(4,000	)
Accounts receivable		(20,450	)		(3,232	)
Accounts payable		176,812			-
Net cash flows used in operating activities		(334,262	)		(63,320	)

Financing activities
Advances from shareholders		(7,510	)		(53,762	)
Equity to be issued		349,680			213,000
Unit issue costs		(1,500	)		-
Warrants exercised		1,113			-
Net cash flows from financing activities		341,783			159,238

Investing activities
Investment in equipment and leasehold improvements		(58,112	)		(5,948	)
Investment in patents		(6,598	)		-
Net cash flows used in investing activities		(64,710	)		(5,948	)

Net change in cash		(57,189	)		89,970
Cash position - beginning of period		64,674			4,001

Cash position - end of period	$	7,485		$	93,971

The accompanying notes are an integral part of these condensed interim financial statements

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

1.)	Nature of the Business and Going Concern

Algae Dynamics Corp. (the “Company”) was incorporated under the Canada Business Corporations Act on October 7, 2008 as Converted Carbon of Canada Corp. On November 19, 2010, the Company amended its Articles of Incorporation to change its name to Converted Carbon Technologies Corp. On August 28, 2014, the Company further amended its Articles of Incorporation to change its name to Algae Dynamics Corp.

The Company is a nutrient ingredient company and has developed a scalable Pure-BioSilo™ for sanitary cultivation of microalgae targeted to the functional food and beverage additives and supplement markets. The Company’s planned principal operations are the design, engineering and manufacturing of a proprietary algae cultivation system for the high volume production of pure contaminant-free algae biomass. The Company is currently conducting research and development activities to operationalize certain technology currently in the patent application stage, so it can produce pure contaminate-free algae biomass.

During the nine month period ended December 31, 2014, the Company closed a Private Placement in the amount of $647,860, additionally on November 22, 2014 25,000 common share purchase warrants were exercised at an amount of USD$0.04 ($0.046) per warrant and on October 22, 2014 a vendor was issued 6,700 units in settlement of a debt owed of USD$10,050 ($11,256), each unit is comprised of one common share and one-half of one (1/2) common share purchase warrant. Each whole warrant is exercisable at $USD$1.50 ($1.74) per share within twenty four (24) months of the date of issuance. In November, 2014 the Company initiated a further private placement which has raised $30,000 as at December 31, 2014. The Company is also in the process of raising additional equity capital to support the completion of its development activities to begin production of pure contaminate-free algae biomass as soon as possible.

The Company’s activities are subject to significant risks and uncertainties, including failing to obtain patents and failing to secure additional funding to operationalize the Company’s current technology before another company develops similar technology.

These condensed interim financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company is in the development stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future losses are anticipated as the Company has not yet been able to generate revenue. In addition, as of December 31, 2014, the Company has a working capital deficiency of $989,262 (March 31, 2014 - $434,263) and an accumulated deficit of $1,871,085 (March 31, 2014 - $722,084). The Company’s ability to continue as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so (See Note 11). These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

2.) Presentation of Financial Statements

Basis of Presentation

These unaudited condensed interim financial statements should be read in conjunction with the financial statements for the Company’s most recently completed fiscal year ended March 31, 2014. These condensed interim financial statements do not include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These unaudited condensed interim financial statements have been prepared using the same accounting policies, and methods as those used by the Company in the annual audited financial statements for the year ended March 31, 2014, except when disclosed below.

The unaudited condensed interim financial statements contain all adjustments (consisting of only normal recurring adjustments) which are necessary to present fairly the financial position of the Company as at December 31, 2014, and the results of its operations for the three and nine month periods ended December 31, 2014 and 2013 and its cash flows for the nine month periods ended December 31, 2014 and 2013. Note disclosures have been presented for material updates to the information previously reported in the annual audited financial statements.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10 “ASU 2014-10” to eliminate certain financial reporting requirements for development stage entities. The amendments in ASU 2014-10 remove the incremental financial reporting requirements from US GAAP for development stage entities, including the presentation of inception-to-date information in the statements of income, cash flows and shareholder equity, and disclosure of the financial statements as those of a development stage entity.

Estimates

The preparation of these condensed interim financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period.

On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, accrued liabilities, income taxes, stock based compensation and intangible assets. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

3.)	Property and Equipment

	December 31, 2014				March 31, 2014
				Accumulated				Accumulated
		Cost		Amortization		Cost		Amortization

Computer equipment	$	3,558	$	1,234	$	1,865	$	560
Production equipment		70,309		15,177		27,236		5,447
Leasehold improvements		24,300		4,518		10,954		730
Total	$	98,167	$	20,929	$	40,055	$	6,737
Net carrying amount			$	77,238			$	33,318

During the three and nine month periods ended December 31, 2014, the Company recorded total amortization of $5,516 and $14,192 respectively, (2013 - $1,005 and $1,005, respectively) which was recorded to amortization expense on the statements of operations.

4.)	Intangible Assets

The Company has patents pending with a cost of $13,740 as at December 31, 2014 (March 31, 2014 - $7,141) that are not currently being amortized and accordingly, the Company did not record amortization expense relating to its intangible assets for the three and six month periods ended December 31, 2014 and 2013.

5.)	Advances from Shareholders

As at December 31, 2014, the Company had received cumulative working capital advances in the amount of $423,896 (March 31, 2014 - $431,406) from two shareholders who are also officers and directors of the Company. These advances are unsecured, non-interest bearing and payable upon demand.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

6.)	Capital Stock

(a) Common Shares

Authorized

The Company is authorized to issue an unlimited number of common shares with no par value.

Issued and Outstanding

On June 6, 2014, the Company closed a private placement for gross proceeds of $647,860 of which $328,180 was received as at March 31, 2014 and reflected as equity to be issued. Pursuant to the private placement, the Company issued 556,125 units at $1.12 per unit for gross proceeds of $622,860 and 44,642 units at $0.56 per unit for gross proceeds of $25,000, with each unit comprised of one (1) common share and one-half of one (1/2) common share purchase warrant. Each whole warrant is exercisable at $1.68 per share within the first twelve months of the close of the private placement and $2.24 per share for the second twelve month period to expiration. Immediate family members of management subscribed for 57,000 units for gross proceeds of $63,840 pursuant to this private placement. In November 2014, the Company initiated a further private placement which has raised $30,000 as at December 31, 2014. As the private placement has not closed as at December 31, 2014, the funds raised have been classified as equity to be issued.

On October 22, 2014, a consultant was issued 6,700 units in settlement of a debt owed in the amount of USD$10,050 ($11,256), each unit comprised of one common share and one-half of one (1/2) common share purchase warrant. Each whole warrant is exercisable at USD$1.50 ($1.74) per share within twenty-four (24) months of the date of issuance.

In November 2014, the Company initiated a further private placement of units at USD$1.50 per unit, each unit comprising one common share and one-half of one (1/2) common share purchase warrant. Each whole warrant will be exercisable at USD$2.00 per share for a period of twenty-four months. As at December 31, 2014, USD$26,550 ($30,000) in subscription proceeds had been received and as the private placement had not closed as at December 31, 2014, the funds raised have been classified as equity to be issued. See Note 11.

Additionally, on November 22, 2014, 25,000 common share purchase warrants were exercised at USD$0.04 ($0.046) per warrant for total cash proceeds of USD$1,000 ($1,113).

(b) Warrants

As at December 31, 2014, the following warrants were outstanding:

Expiry Date	Number of Warrants		Number of Warrants Exercisable		Weighted Average Exercise Price			Grant Date Fair Value - Equity		Fair Value at December 31, 2014 of Vested Warrants - Liability
June 6, 2016		300,383		300,383	$	1.68	*	$	170,908	$	-
June7,2016		5,000		5,000	$	1.12			3,180		-
June 6, 2017		22,500		22,500	$	1.12			16,110		-
April 1, 2017		600,000		275,000	USD $0.04				-		358,325
October 22, 2016		3,350		3,350	USD $1.50				-		2,137

		931,233		606,233	$	0.61		$	190,198	$	360,462

*Exercisable at $1.68 during the first year and at $2.24 during the second year.

In connection with a private placement offering completed during the nine month period ended December 31, 2014, the Company granted an aggregate of 300,383 share purchase warrants, each exercisable into one common share at $1.68 during the first year and at $2.24 during the second year. The fair value of the warrants at the date of grant was $170,908 was estimated using the Black-Scholes option pricing model, based on the following weighted average assumptions: expected dividend yield of 0%; expected volatility of 173%; risk free interest rate of 1.06%; and expected term of 2.00 years.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

6.)	Capital Stock (continued)

During the nine month period ended December 31, 2014, the Company also issued 27,500 warrants to consultants of the Company valued at $19,290 of which 22,500 warrants were granted to an officer of the Company for consulting services. The compensation has been included in professional fees on the condensed interim statements of operations. Each warrant entitles the holder to purchase one common share at an exercise price of $1.12 for a period ranging from 2.15 to 3 years after the date of issuance. The fair value of the warrants at the date of grant was $19,290 and was estimated using the Black-Scholes option pricing model, based on the following weighted average assumptions: expected dividend yield of 0%; risk free interest rate of 1.14%; expected volatility of 182%; and expected term of 2.85 years.

In connection with a consulting agreement (see Note 8), the Company granted 625,000 common share purchase warrants with each warrant entitling the grantee to acquire one common share in the capital of the Company at an exercise price of USD$0.04 ($0.046) at any time prior to April 1, 2017. Of the warrants granted, 300,000 vested on September 3, 2014 with the unvested portion vesting pro-rata for each USD$250,000 ($290,025) raised in an offering, fully vesting upon USD$1,500,000 ($1,740,150) being raised. The fair value of the 625,000 warrants at the date of grant was $500,000 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 159%; risk free interest rate of 1.25%; and expected term of 3 years.

For the three and nine month periods ended December 31, 2014, the Company recorded $Nil and $358,325, respectively (2013 - $Nil and $Nil) as compensation expense for warrants issued to a consultant for service, net of a mark to market adjustment for the three and nine month periods ended December 31, 2014 of $141,000 and $151,000, respectively. This expense was recorded as professional fees on the condensed interim statements of operations and comprehensive loss.

In connection with the unit issuance completed October 22, 2014 in settlement of a debt, the Company granted 3,350 share purchase warrants exercisable into one common share at USD$1.50 ($1.74) per share for a period of 2 years from the date of issuance. The fair value of the warrants at the date of grant was $2,060 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 123%; risk free interest rate of 0.99%; and expected term of 2 years.

ASC 815 "Derivatives and Hedging" indicates that warrants with exercise prices denominated in a currency other than an entity's functional currency should not be classified as equity. As a result, these warrants have been treated as derivatives and recorded as liabilities carried at their fair value, with period-to-period changes in the fair value recorded as a gain or loss in the condensed interim statements of operations and comprehensive loss. The Company treated the compensation warrants as a liability upon their issuance.

As at December 31, 2014, the fair value of the 603,350 warrants exercisable in USD, remaining after an exercise of 25,000 warrants, was $783,937 which was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0%; expected volatility of 1.06%; risk free interest rate of 1.06% and expected term of 2.25 years. Of this amount, $360,462 was reflected as a liability as at December 31, 2014, representing the percentage of the fair value of the warrants that is equal to the percentage of the requisite service that has been rendered at December 31, 2014

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

6.)	Capital Stock (continued)

The warrant liability is classified as Level 3 within the fair value hierarchy (See Note 10). The Company’s computation of expected volatility for the period ended December 31, 2014 is based on the market close price of comparable public entities over the period equal to the expected life of the warrants. The Company’s computation of expected life is calculated using the contractual life.

The Company’s stock-based compensation program ("Plan") includes stock options in which some options vest based on continuous service. For those equity awards that vest based on continuous service, compensation expense is recorded over the service period from the date of grant.

During the three and nine month periods ended December 31, 2014, 505,000 options, granted to officers, employees and consultants of the Company (2013 – nil and nil, respectively). The exercise price of these options is $1.73. Of this grant, 420,000 options vest: as to one-third on the date of grant and one-third vesting on each of the first anniversary and the second anniversary of the grant date; 60,000 options vest as to one quarter vesting on date of grant and one quarter vesting at 90 days, 180 days and 270 days from the grant date; and 25,000 options vesting immediately. Since stock-based compensation is recognized only for those awards that are ultimately expected to vest, the Company has applied an estimated forfeiture rate (based on historical experience and projected employee turnover) to unvested awards for the purpose of calculating compensation expense. The grant date fair value of these options was estimated as $1.18 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 144%; expected risk free interest rate of 1.39%; and expected term of 5 years.

The total number of options outstanding as at December 31, 2014 was 505,000 (March 31, 2014 – nil). The weighted average grant date fair value of the options granted during the three and nine month periods ended December 31, 2014, was $1.18 (2013 - $nil and $nil, respectively). The maximum number of options that may be issued under the Plan is floating at an amount equivalent to 15% of the issued and outstanding common shares, or 1,385,807 as at December 31, 2014 (March 31, 2014 – n/a).

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

7.)	Income Taxes

The Company has no taxable income under Canadian Federal and Provincial tax laws for the three and nine month periods ended December 31, 2014 and 2013. The Company has non-capital loss carryforwards at December 31, 2014 totalling approximately $1,209,500, which may be offset against future taxable income. If not used, the loss carryforwards will expire between 2029 and 2035.

8.)	Commitments and Contingencies

The Company entered into a five (5) year operating lease for office and production facilities. The lease commenced on December 1, 2013 and expires on November 30, 2018. The base monthly rental is $1,362 plus the Company’s estimated portion of property taxes and operating expenses which are currently $782 per month. The future commitments pursuant to this lease arrangement, including property taxes and operating expenses for the fiscal periods ending March 31 are:

2015	$	6,433
2016		25,732
2017		25,732
2018		26,064
2019		17,376

For the three and nine month periods ended December 31, 2014, rental expenses related to this lease were $6,433 and $19,299, respectively (2013 - $1,362 and $1,362, respectively).

On March 11, 2014, and as amended on July 18, September 3, 2014 and again on September 5, 2014, the Company entered into a consulting agreement to assist and advise the Company in matters concerning corporate finance and the Company’s current and proposed financing activities for the period commencing April 1, 2014 and ending December 31, 2014. The Company and Connectus intend to extend the contract until all efforts to complete the capital raise have been completed. Pursuant to this agreement, the Company agreed to issue to this consulting corporation (the “Consultant”), 625,000 warrants of the Company. Each warrant is exercisable at USD$0.04 ($0.046) per share for a period of three years. Of the warrants granted, 300,000 vested on September 3, 2014 with the unvested portion vesting pro-rata for each USD$250,000 ($290,025) raised in an offering, fully vesting upon USD$1,500,000 ($1,740,150) being raised. On November 21, 2014, 25,000 of the vested warrants were exercised. During the nine month period ended December 31, 2014, the President of the Consultant became a director of the Company.

On April 23, 2014, the Company entered into employment agreements with three officers of the Company effective July 1, 2014. The initial contracts contain minimum aggregate commitments of approximately $427,000 per year for three years and additional contingent payments of up to approximately $600,000 in aggregate upon the occurrence of a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these condensed interim financial statements.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

9.)	Related Party Transactions

Included in accounts payable and accrued liabilities as at December 31, 2014 is $156,405 (March 31, 2014 - $64,030) owing to two directors who are also officers and significant shareholders of the Company, and an officer for unpaid management fees. This balance is unsecured, non-interest bearing and due on demand.

See also Notes 6a, 6b and 8.

10.)	Financial Instruments

(a)	Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities and advances from shareholders. As at December 31, 2014, the Company had cash of $7,485 (March 31, 2014 - $64,674) to settle current liabilities of $1,037,444 (March 31, 2014 - $518,936). All of the Company's financial liabilities other than the warrant liability of $360,462 have contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity.

In the normal course of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements through financing activities, such as private placements of common stock, preferred stock offerings and offerings of debt and convertible debt instruments as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic investments and divestitures. As future operations may be financed out of funds generated from financing activities, the Company’s ability to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in the green technology industry and the Company’s securities in particular. Should the Company elect to satisfy its cash commitments through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance that the efforts to obtain such additional funding will be successful, or achieved on terms favorable to the Company or its existing shareholders. If adequate funds are not available on terms favorable to the Company, it may have to reduce substantially or eliminate expenditures or obtain funds through other sources such as divestiture or monetization of certain assets or sublicensing (where permitted) of certain rights to certain of the Company’s technologies or products.

(b)	Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Cash deposits with a major Canadian chartered bank are insured by the Canadian Deposit Insurance Corporation up to $100,000. As at December 31, 2014, the Company held $7,485 (March 31, 2014 - $64,674) with a major Canadian chartered bank.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

10.)	Financial Instruments (continued)

(c)	Foreign exchange risk

The Company principally operates within Canada. The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk. See also Note 10 (e).

(d)	Interest rate risk

The Company does not have any interest-bearing debt. The Company invests any cash surplus to its operational needs in investment-grade short-term deposit certificates issued by highly rated Canadian banks. The Company periodically assesses the quality of its investments and is satisfied with the credit rating of the bank.

(e)	Derivative liability – warrant liability

In connection with a consulting agreement, the Company granted warrants to purchase up to 625,000 common shares of the Company as disclosed in Note 6 (b). The warrants have an exercise price of USD$0.04 ($0.046). The warrants are exercisable at any time prior to April 1, 2017. The warrants are accounted for as derivative liabilities because the exercise price is denominated in a currency other than the Company’s functional currency.

In connection with the settlement of a vendor’s account the Company granted warrants to purchase up to 3,350 common shares of the Company as disclosed in Note 6 (b). The warrants have an exercise price of USD$1.50 ($1.74). The warrants are exercisable at any time prior to October 22, 2016. The warrants are accounted for as derivative liabilities because the exercise price is denominated in a currency other than the Company’s functional currency.

Algae Dynamics Corp. (Formerly Converted Carbon Technologies Corp.)

Notes to the Condensed Interim Financial Statements

(Stated in Canadian Dollars)

(Unaudited)

December 31, 2014

10.)	Financial Instruments (continued)

The table below summarizes the fair value of the Company’s financial liabilities measured at fair value:

	Fair Value at
	December 31		Fair Value Measurement Using
	2014		Level 1		Level 2		Level 3

Derivative liability – Warrants	$	360,462	$	-	$	-	$	360,462

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the periods ended December 31, 2014 and March 31, 2014:

	December 31,			March 31,
	2014			2014
Balance at beginning of period	$	-		$	-
Additions to derivative instruments, recognized in earnings as professional fees		240,000			-
Additions to derivative instruments recognized as valuation allocation from common stock		2,060			-
Derivative instruments exercised		(32,675	)		-
Change in fair market value, recognized in earnings as professional fees		151,077			-
Balance at end of period	$	360,462		$	-

10.)	Financial Instruments (continued)

(e)

Derivative liability – warrant liability (continued)

These instruments were valued using pricing models that incorporate the price of a share of common stock (based upon the price of the most recent private placement), volatility, risk free rate, dividend rate and estimated life. The Company estimated the value of the warrants using the Black-Scholes model. There were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 during the periods ended December 31, 2014 and March 31, 2014.

The following are the key weighted average assumptions used in connection with this computation:

December 31,
2014

Number of shares underlying the warrants		603,350
Fair market value of the stock	$	1.34
Exercise price	USD$0.05
	$	(0.056	)
Expected volatility		126	%
Risk-free interest rate		1.06	%
Expected dividend yield		0	%
Expected warrant life (years)		2.25

11.)	Subsequent events

In November 2014, the Company initiated a further private placement of units at USD$1.50 ($1.74) per unit, each unit comprising one common share and one-half of one (1/2) common share purchase warrant. Each whole warrant will be exercisable at USD$2.00 ($2.32) per share until November 30, 2016. As at December 31, 2014, USD$26,550 ($30,000) in subscription proceeds had been received and as the private placement had not closed as at December 31, 2014, the funds raised have been classified as equity to be issued. Subsequent to December 31, 2014, the Company closed the private placement for gross proceeds of $30,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Caution Regarding Forward-Looking Information

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and, except as required by law, we assume no obligation to update any such forward-looking statements.

Company Overview . We have developed the scalable BioSilo® algae cultivation system for the production of ultra-pure algae biomass for the functional food/beverage additives and pure supplement markets. We believe this core technology produces algae biomass that exceeds the purity of our competitors, without the need for additional refinement, providing a key cost advantage. This positions the Company to meet the increasing market gap between supply and demand for algae biomass in several rapidly growing markets including high value ingredients for beverage, food, healthcare, nutraceuticals and supplement products.

We are ready to build our first commercial scale system to be followed by multiple additional systems as part of our commercial growth strategy. The Company will generate revenue by supplying algae biomass in a powder form or oil that can be used as nutrient rich ingredients for its customers. Currently, the average price for the Omega-3 oils is US$87.85/kg (source: Frost & Sullivan June, 2011) and US$46.80 per kg for algae Chlorella powder (source F & S, Chris Shanahan April, 2013).

Our key competitive advantage is process engineering control which ensures the best possible outcomes for each algae species at a low cost. Growing algae is a blend of a controlled environment and species selection. Our production flexibility and tight controls allow us to interchange selected species for improved algae yield and quality or client and marketplace demands as required. This provides an immediate and long term competitive advantage which we believe will enable us to quickly and profitably enter the market as R&D on species selection evolves.

Through our shareholders' agreement with researchers at the University of Waterloo, we have access to proprietary algae species developed in the researcher's labs that we believe has very high growth rates and nutrient content. The BioSilo® design enables full control of all cultivation parameters allowing us to achieve optimum growing conditions for any algae species. As well, a unique CO2 delivery system enhances delivery efficiency and minimizes CO2 losses from the system. In essence, Algae Dynamics is combining expertise in the science of algae cultivation with the efficiency of thoughtful engineering.

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended December 31, 2014.

All results are presented in Canadian dollars ($) unless otherwise stated.

The following discussion and analysis should be read in connection with the Company’s financial statements and related notes thereto, as included in this prospectus.

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management.

Results of Operations and Going Concern

We are an early stage company with a limited operating history, and we have only recently begun to commercialize our products.. As a result, we will need to generate significant revenues to achieve and maintain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress our stock price. These conditions create an uncertainty as to our ability to continue as a going concern.

We continue to rely on advances and sale of equity to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurances that we will continue to be able to access advances and sell equity, without which we will not be able to continue operations. As a result of the recently completed private placement, and shareholder advances the Company has adequate capital resources to fund its operations through to the end of March 2015. The Company intends to commence a raise via private placement or direct offering as early as feasible in order to fund operations going forward. If the funding from the private placement or direct offering is not available in a timely manner then management will continue to foregoing salaries and operations will be scaled back to operate within the funds available. In the normal course of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements through financing activities, such as private placements of common stock, preferred stock offerings and offerings of debt and convertible debt instruments as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic investments and divestitures. As future operations may be financed out of funds generated from financing activities, the ability to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in the green technology industry and the Company’s securities in particular. Should the Company elect to satisfy its cash commitments through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance that the efforts to obtain such additional funding will be successful, or achieved on terms favorable to the Company or its existing shareholders. If adequate funds are not available on favorable terms, the Company may have to reduce substantially or eliminate expenditures or obtain funds through other sources such as divestiture or monetization of certain assets or sublicensing (where permitted) of certain rights to certain of the Company’s technologies or products.

For the three months ended December 31, 2014

Results of Operations and Going Concern

We are an early stage company with a limited operating history, and we have only recently begun to commercialize our products. We have incurred operating losses since our inception in October 2008, and we expect to continue to incur operating losses for the foreseeable future. At December 31, 2014, we had an accumulated deficit of $1,871,085. For the quarters ended December 31, 2014 and 2013, we had a net loss attributable to common stockholders of $568,906, and $16,481, respectively. As a result, we will need to generate significant revenues to achieve and maintain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress our stock price. These conditions create an uncertainty as to our ability to continue as a going concern.

Results of Operations.

Revenues.

We had no revenues for the three months ended December 31, 2014 and 2013 respectively.

Operating Expenses

The operating expenses increased in the three month period ended December 31, 2014 ($568,906) compared to the same period of 2013 ($16,481) as the Company continued the process of developing a demonstration production facility as well completing the process of becoming a public company. By undertaking these processes, management salaries ($95,375), facility occupancy costs ($3,092), professional fees ($183,387), research & development ($14,736) and office ($6,514) increased during the three month period ended December 31, 2014 compared to the same period of 2013.

Other Expenses.

Nil

Net Loss.

The Company recognized a net loss of $568,906 for the three month period ended December 31, 2014 as compared to a net loss of $16,481 for the same period of 2013. Changes in net (loss) are primarily attributable to changes in expenses, each of which is described above.

Liquidity and Capital Resources

Net cash used by operating activities was $70,305 and $24,377 for the three month periods ended December 31, 2014 and 2013, respectively. The increase is mainly attributable to the development of the demonstration production facility, professional fees and the costs associated with additional management personnel.

The Company had a working capital deficiency of $989,262 as of December 31, 2014 compared to $434,263 as of March 31, 2014.

On March 11, 2014 and as amended on July 18, September 3, 2014 and again on September 5, 2014, the Company entered into a consulting agreement with Connectus Inc. (the “Agreement”) to assist and advise the Company in matters concerning corporate finance and the Company’s current and proposed financing activities for the period commencing April 1, 2014 and ending December 31, 2014. Pursuant to the Agreement, the Company agreed to issue to this consulting corporation (the “Consultant”), 625,000 warrants of the Company. Each warrant will be exercisable at USD$0.040 per common share for a period of three years. Of the warrants granted, 300,000 vested on September 3 rd , 2014 with the unvested portion vesting pro-rata for each USD$250,000 ($290,025) raised in the offering, fully vesting upon USD$1,500,000 ($1,740,150) being raised. All of the Company's financial liabilities other than the warrant liability of $216,185 have contractual maturities of less than 30 days and are subject to normal trade terms. The increase in the working capital deficiency is largely due to the recognition of the liability for the warrants.

The current level of development activity necessitates a cash requirement of approximately $20,000 per month. This monthly cash requirement will increase as the demonstration production facility is developed. The Company anticipates it will require a further $875,000 to complete the demonstration phase of the production facility.

The Company does not have any material commitments for capital expenditures. However, should the Company execute its business plan as anticipated, it would incur substantial capital expenditures and require financing in addition to the amount required to fund its present operation.

Additional Financing

Additional financing is required to continue operations. On June 6, 2014, the Company closed a Private Placement in the amount of $647,860 ($328,180 was raised by March 31, 2014 and was reflected as Equity to be Issued on the March 31, 2014 financial statements), additionally on November 22, 2014 25,000 common share purchase warrants were exercised at an amount of USD$0.04 per warrant. During the month of November 2014 the Company undertook a further Private Placement that had raised a total of $30,000 by December 31, 2014 which is recorded as Equity to be issued. On October 22, 2014 the Company issued 6,700 units in settlement of debt owed to a vendor of USD$10,050 ($11,256), each unit is comprised of one (1) common share and one-half (1/2) common share purchase warrant. Each warrant is exercisable at USD$1.50 ($1.74) per share within twenty four (24) months of the date of issuance.

During the three and nine month periods ended December 31, 2014, there were 505,000 options, granted to officers, employees and consultants of the Company (2013 – nil and nil, respectively). The exercise price of these options is USD$1.50 (1.73), with 420,000 of these options vesting as follows: one-third vesting on date of grant and one-third vesting annually on each of the first anniversary and the second anniversary; with 60,000 of these options vesting as follows: one quarter vesting on date of grant and one quarter vesting at ninety days, one-hundred and eighty days and two-hundred and seventy days from the grant date; and 25,000 options vesting immediately. Since stock-based compensation is recognized only for those awards that are ultimately expected to vest, the Company has applied an estimated forfeiture rate (based on historical experience and projected employee turnover) to unvested awards for the purpose of calculating compensation expense. The grant date fair value of these options was estimated as $0.70 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 144%; expected risk free interest rate of 1.39%; and expected term of 5 years.

The total number of options outstanding as at December 31, 2014 was 505,000 (March 31, 2014 – nil). The weighted average grant date fair value of the options granted during the three and nine month periods ended December 31, 2014, was $0.70 (2013 - $nil and $nil, respectively). The maximum number of options that may be issued under the Plan is floating at an amount equivalent to 10% of the issued and outstanding common shares, or 9,238,710 as at December 31, 2014 (March 31, 2014 – n/a).

As of December 31, 2014 none of the stock options have been exercised.

For the nine months ended December 31, 2014

Results of Operations and Going Concern

We are an early stage company with a limited operating history, and we have only recently begun to commercialize our products. We have incurred operating losses since our inception in October 2008, and we expect to continue to incur operating losses for the foreseeable future. At December 31, 2014, we had an accumulated deficit of $1,871,085. For the nine months ended December 31, 2014 and 2013, we had a net loss attributable to common stockholders of $1,149,001, and $57,093, respectively. As a result, we will need to generate significant revenues to achieve and maintain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress our stock price. These conditions create an uncertainty as to our ability to continue as a going concern.

Revenues. We had no revenues for the nine months ended December 31, 2014.

Operating Expenses

The operating expenses increased in the nine month period ended December 31, 2014 ($1,149,001) compared to the same period of 2013 ($57,093) as the Company continued the process of developing a demonstration production facility as well as continuing the process of becoming a public company. By continuing this processes management and contract fees ($202,750), facility occupancy costs ($22,270), professional fees ($533,193), research & development ($27,844), office ($20,505) increased during the nine month period ended and stock options were granted in accordance with the Company’s stock-based compensation program. During the three and nine month periods ended December 31, 2014, there were 505,000 options, granted to officers, employees and consultants of the Company (2013 – nil and nil, respectively). The grant date fair value of these options was estimated as $0.70 (total $234,066) using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 144%; expected risk free interest rate of 1.39%; and expected term of 5 years. December 31, 2014 compared to the same period of 2013.

Other Expenses.

None

Net Loss.

The Company recognized a net loss of $1,149,001 for the nine month period ended December 31, 2014 as compared to a net loss of $57,093 for the same period of 2013. Changes in net (loss) are primarily attributable to changes in expenses, each of which is described above.

Liquidity and Capital Resources.

Net cash used by operating activities was $334,262 and $63,320 for the nine month period ended December 31, 2014 and 2013, respectively. The increase is mainly attributable to the development of the demonstration production facility, professional fees and the costs associated with additional management personnel.

The Company had a working capital deficiency of $989,262 as of December 31, 2014 compared to $434,263 as of March 31, 2014.

Additional Financing

Off-Balance Sheet Arrangements.

We have no off-balance sheet arrangements.

Critical Accounting Policies and Recent Accounting Pronouncements

The financial statements and accompanying notes have been prepared in accordance with US GAAP applied on a consistent basis. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

We have identified the policies below as critical to our business operations and the understanding of our financial statements. A complete discussion of our accounting policies is included in Note 3 of the Annual Audited Financial Statements for the year ended March 31, 2014.

Use of estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates.

Going Concern

The condensed interim financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company is in the development stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future losses are anticipated as the Company has not yet been able to generate revenue. In addition, as of December 31, 2014, the Company has a working capital deficiency of $989,262 (March 31, 2014 - $434,263) and an accumulated deficit of $1,871,085 (March 31, 2014 - $722,084). The Company’s ability to continue as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so (See Note 11). These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying condensed interim financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 3 Quantitative and Qualitative Disclosure about Market Risk

As a smaller reporting company, the Company is not required to provide this disclosure.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2014, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2014, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending December 31, 2014. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

Changes in internal controls. No change in our system of internal control over financial reporting occurred during the period covered by this report, the period ended December 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In November 2014 the Company initiated a private placement of units at US$1.50 per unit, each unit comprising one common share one one-half of one common share purchase warrant. Each whole warrant will be exercisable at US$2.00 per share for a period of twenty-four months. In December 2014 the Company received gross proceeds of $30,000 in this placement, which was exempt from registration under the Securities Act pursuant to Regulation S and/or Regulation D under the Securities Act and/or Section 4(2) thereof. No brokerage commissions were paid in connection with such transaction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Adoption of Stock Incentive Plan-2014

On December 11, 2014, the Company’s board of directors (“Board of Directors”) approved the Stock Incentive Plan-2014 (the “Plan”). The Plan provides for the issuance of options, restricted stock awards and restricted unit awards to purchase up to 15% of the outstanding shares of the Company’s common stock to officers, directors, employees and consultants of the Company. The Board of Directors of the Company, or any compensation committee established by the Board of Directors, determines the exercise price, vesting and expiration period of the grants under the Plan. However, the exercise price of an option may not be less than 100% of fair value of the common shares at the date of the grant. The fair value of the common shares is determined based on quoted market price or in absence of such quoted market price, by the Board of Directors in good faith. Additionally, the expiration period of a option may not more than ten years. The Company reserved 200,000 shares of its common stock for future issuance under the terms of the Plan.

Also on December 11, 2014, the Company granted the following options, all of which are exercisable for five years at C$1.73:

Name of Recipient	Number of Options	Vesting Schedule
Richard Rusiniak	120,000	1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
Paul Ramsay	120,000	1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
Ross Eastley	80,000	1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
Sandra Elsley	100,000	1/3 vested on date of grant, 1/3 on first anniversary and 1/3 on second anniversary
P. Blair Mullin	30,000	1/4 vested on date of grant, and 1/4 at 90 days, 180 days, and 270 days from grant date
W. Cameron McDonald	30,000	1/4 vested on date of grant, and 1/4 at 90 days, 180 days, and 270 days from grant date
Joseph P. Galda	25,000	100% vested on grant date

Resignation of Sandra Elsley

Effective as of February 17, 2015, Sandra Elsley resigned as the Company’s Vice president Corporate Communications. This resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In conjunction with such resignation, the Company and Ms. Elsley entered into a mutual release agreement pursuant to which Ms. Elsley released the Company from any obligations under any employment agreement she may have had with the Company. In conjunction with such agreement, the Company amended all outstanding options to purchase shares held by her to vest any unvested options and to extend the exercisability thereof until the expiration date provided by such options.

Item 6. Exhibits.

Exhibit No.		Description

31 a		Certification of Chief Executive Officer and Principal Accountant, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

31 b		Certification of Chief Financial officer and Principal Accountant, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

31 a		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32 b		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10.1		Stock Incentive Plan 2014

10.2		Nonqualified Share Option Agreement - Richard Rusiniak

10.3		Nonqualified Share Option Agreement - Paul Ramsay Share

10.4		Nonqualified Share Option Agreement - Ross Eastley

10.5		Nonqualified Share Option Agreement - Blair Mullin

10.6		Nonqualified Share Option Agreement - Cameron McDonald

10.7		Release from Sandra Elsley

101.ins		Instant Document

101.sch		XBRL Taxonomy Schema Document

101.cal		XBRL Taxonomy Calculation Linkbase Document

101.def		XBRL Taxonomy Definition Linkbase Document

101.lab		XBRL Taxonomy Label Linkbase Document

101.pre		XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Algae Dynamics Corp.

	a Canadian Corporation

Date: February 17, 2015	By:	/s/ Ross Eastley
		Ross Eastley
		Chief Financial Officer (Chief Financial and Accounting Officer)

Date: February 17, 2015	By:	/s/ Richard Rusiniak
		Richard Rusiniak
		Chief Executive Officer

Exhibit 10.1

ALGAE DYNAMICS CORP.

STOCK INCENTIVE PLAN-2014

Purpose

The purpose of the Algae Dynamics Corp. Stock Incentive Plan - 2014 is to advance the interests of the Corporation and its subsidiaries and Affiliates by encouraging the directors, officers, employees and service providers of the Corporation and its subsidiaries and Affiliates to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation or its subsidiaries or Affiliates and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries or Affiliates in the conduct of their affairs.

Definitions

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a)

“OSA” means the Securities Act (Ontario), as amended.

(b)

“Affiliate” means any corporation that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with the Corporation.

(c)

“Board” or “Board of Directors” means the board of directors of the Corporation.

(d)

“Code” means the United States Internal Revenue Code of 1986, as amended.

(e)

“Committee” means a committee of the Board appointed to administer the Plan. Unless otherwise determined by the Board of Directors, the Committee shall consist of all members of the Board of Directors of the Corporation who are non-employee directors as contemplated by Rule 16b-3 under the Exchange Act.

(f)

“Common Shares” means the common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified.

(g)

“Consultant” means any person (other than a director, officer or employee) or company engaged to provide ongoing management or consulting services to the Corporation.

(h)

“Corporation” means Algae Dynamics Corp. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board of Directors or a duly empowered committee appointed by the Board of Directors.

(i)

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(j)

“Exercise Price” means the price required to be paid to acquire Common Shares on the exercise of Options on a per Common Share basis.

(k)

"Fair Market Value" means, as of any date, the value of Common Shares or other property as determined by the Board, in its discretion, or by the Corporation, in its discretion, if such determination is expressly allocated to the Corporation herein, subject to the following:

(i)

If, on such date, the Common Shares are listed on a national or regional securities exchange or market system, the Fair Market Value of the Common Shares shall be the closing price of the Common Shares (or the mean of the closing bid and asked prices of the Common Shares if they are so quoted instead) as quoted on the Nasdaq Global Marketplace, the Toronto Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Common Shares, as reported in The Wall Street Journal or such other source as the Corporation deems reliable. If the relevant date does not fall on a day on which the Common Shares have traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Shares were so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion; and

(ii)

If, on such date, there is no public market for the Common Shares, the Fair Market Value of the Common Shares shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(l)

“Insider” means the same as provided for in the OSA and includes associates and Affiliates of the insider.

(m)

“Option” means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at a price to be determined by the Board of Directors, but subject to the provisions hereof. Options under the Plan are not intended to be incentive stock options as described under Section 422 of the Code.

(n)

“Option Period” means such period as may be determined by the Board of Directors during which a Participant may exercise an Option, commencing on the date such Option is granted to such Participant and ending as specified in this Plan or in the Participant Agreement.

(o)

“Participant” means a person who is an officer, employee, director or Consultant of the Corporation or its subsidiaries or Affiliates who is granted an Option, Restricted Stock Award or Restricted Stock Unit Award pursuant to this Plan.

(p)

“Participant Agreement” means the written agreement that will be entered into between the Corporation and each Participant to whom an Option, Restricted Stock Award or Restricted Stock Unit Award is granted hereunder.

(q)

“Performance Goal” means one or more performance measures or goals set by the Committee in its discretion for each grant of a performance-based Option, Restricted Stock Award or Restricted Stock Unit Award. The extent to which such performance measures or goals are met will determine the vesting of the performance-based Option, Restricted Stock Award or Restricted Stock Unit Award.

(r)

“Period of Restriction” means the period during which Common Shares subject to a Restricted Stock Award are restricted and subject to forfeiture.

(s)

“Plan” shall mean this Algae Dynamics Corp. Incentive Plan – 2014 as embodied herein, and as amended from time to time.

(t)

“Restricted Stock Award” means an award of stock from treasury granted to a Participant as described in Section 6 hereof.

(u)

“Restricted Stock Unit” means a notional unit evidencing the right of a Participant to receive, at the time of vesting and without payment to the Corporation, one Common Share issued from treasury.

(v)

“Restricted Stock Unit Award” means an award of Restricted Stock Units granted to a Participant as described in Section 6 hereof.

(w)

“Trading Day” means a day on which at least a board lot of Common Shares shall have been sold through the facilities of the Nasdaq Global Marketplace, Toronto Stock Exchange, or other relevant stock exchange.

Administration

The Plan shall be administered by the Committee pursuant to rules of procedure fixed by the Board of Directors.

The Committee shall have full and final discretion to interpret the provisions of the Plan and prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan, and all decisions and interpretations made by the Committee shall be binding and conclusive upon the Participants and the Corporation subject to shareholder approval if required by any relevant stock exchange, the Code or any regulatory body having jurisdiction over the Corporation.

This Plan shall replace and supersede all previous employee stock option plans or other share compensation arrangements of the Corporation and any grants made under such previous plans or arrangements shall be deemed to have been made under this Plan, except that the terms of any such previous grants shall continue pursuant to their existing terms to the extent inconsistent with the terms of this Plan.

The Corporation shall bear all expenses of administering this Plan.

Shares Subject to Plan

Subject to adjustment as provided in Section 17 hereof, the shares to be offered under the Plan shall consist of shares of the Corporation’s authorized but unissued Common Shares. If any Options, Restricted Stock Awards or Restricted Stock Unit Awards granted hereunder expire or terminate for any reason without having been exercised or vested in full, the unissued shares subject thereto shall again be available for the purpose of this Plan. If any Options are exercised, the number of Common Shares issued shall go back into the number of unissued shares available for purposes of the Plan but this shall not apply to vested or exercised Restricted Stock Awards or Restricted Stock Unit Awards. The aggregate number of shares to be delivered upon the exercise or vesting of all Options, Restricted Stock Awards and Restricted Stock Unit Awards granted under the Plan shall not exceed the maximum number of shares permitted under the rules of any stock exchange on which the Common Shares are then listed or other regulatory body having jurisdiction over the Corporation.

(a)

Maximum Number : Subject to adjustment as provided in Section 17 hereof, the aggregate number of Common Shares which may be reserved for issuance in respect of all Options, Restricted Stock Awards and Restricted Stock Unit Awards under this Plan together with options, restricted stock awards or restricted stock unit awards under any other employee stock option plans or other share compensation arrangements of the Corporation shall not exceed 15% of the Corporation’s total issued and outstanding Common Shares.

(b)

Insiders : Notwithstanding anything else herein contained, the total number of –

1)	Common Shares which may be reserved for issuance; and

2)	Common Shares which may be issued within one-year period;

Both pursuant the Plan and under any other employee stock option plans or other share compensation arrangements of the Corporation at any one time to Insiders of the Corporation shall not exceed 10% of the Corporation’s total issued and outstanding Common Shares.

(c)

Fractional Shares : No fractional Common Shares may be purchased or issued under this Plan.

Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of shares as will be sufficient to satisfy the requirements of the Plan.

Participation

Any officer, employee, director or Consultant of the Corporation or any of its subsidiaries or Affiliates (including an entity that becomes a subsidiary or Affiliate after the adoption of the Plan) is eligible to participate in the Plan if the Committee, in its sole discretion, determines that such person should receive an Option, Restricted Stock Award or Restricted Stock Unit Award. Subject to Section 4 hereof, the Committee shall determine to whom Options, Restricted Stock Awards and/or Restricted Stock Unit Awards shall be granted, the terms and provisions of the respective Participant Agreements, the time or times at which such Options, Restricted Stock Awards and/or Restricted Stock Unit Awards shall be granted, and the number of Common Shares to be subject to each grant. No Participant shall be granted an Option, Restricted Stock Award and/or Restricted Stock Unit Award which exceeds the maximum number of shares permitted by any stock exchange on which the Common Shares are then listed or other regulatory body having jurisdiction. An individual who has been granted an Option, Restricted Stock Award and/or Restricted Stock Unit Award may, if otherwise eligible, and if permitted by any stock exchange on which the Common Shares are then listed or other regulatory body having jurisdiction, be granted additional Options, Restricted Stock Awards and/or Restricted Stock Unit Awards if the Committee shall so determine. Notwithstanding anything else herein contained:

(a)

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect a Participant’s relationship or employment with the Corporation.

(b)

Notwithstanding any expressed or implied term of this Plan to the contrary, the granting of an Option, Restricted Stock Award or Restricted Stock Unit Award pursuant to the Plan shall in no way be construed as a guarantee of employment by the Corporation to the Participant.

(c)

Nothing contained in the Plan, nor in any Option, Restricted Stock Award or Restricted Stock Unit Award granted under the Plan, shall confer upon any Participant any right with respect to continuance as a director, officer, employee or Consultant of the Corporation or any of its subsidiaries or Affiliates.

(d)

No Participant shall have any of the rights of a shareholder in respect to Common Shares under an Option until such Common Shares shall have been paid for in full and issued by the Corporation pursuant to this Plan.

(e)

No Participant shall have any of the rights of a shareholder in respect to Common Shares underlying Restricted Stock Units until all applicable vesting conditions have been achieved or satisfied and such Common Shares have been issued by the Corporation pursuant to this Plan.

(f)

No Participant resident in Canada shall be entitled to receive a Restricted Stock Award.

(g)

With respect to persons who are subject to taxation under the Code, Options shall be granted only to persons for whom Common Shares constitutes “service recipient stock” within the meaning of Code Section 409A and the regulations thereunder.

(h)

Notwithstanding any other provision of the Plan, the Board or the Committee may impose such conditions on any Option, Restricted Stock Award or Restricted Stock Unit Award, and amend the Plan in any such respects, as may be required to satisfy the requirements of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act.

Participant Agreements

A Participant Agreement will be entered into between the Corporation and each Participant to whom an Option, Restricted Stock Award or Restricted Stock Unit Award is granted hereunder. Each Participant Agreement will set out the number of Common Shares subject to the Option or Restricted Stock Award, or the number of Restricted Stock Units subject to the Restricted Stock Unit Award, as the case may be, the Exercise Price in the case of Options, and any other terms and conditions, all in accordance with the provisions of this Plan. The Participant Agreement will be in such form as the Committee may from time to time approve, and may contain such terms as may be considered necessary in order that the Option, Restricted Stock Award or Restricted Stock Unit Award will comply with any provisions respecting options, stock awards, or stock unit awards in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation. It is the intent of the Corporation that, with respect to persons who are subject to taxation under the Code, Options and Restricted Stock Awards be exempt from Section 409A of the Code.

Vesting

The Committee may, in its sole discretion, determine the time during which Options, Restricted Stock Awards and Restricted Stock Unit Awards shall vest and the method of vesting or, with respect to Options, determine that no vesting restriction shall exist.

In the case of Participants subject to taxation under the Code, each Restricted Stock Award shall be evidenced by a Participant Agreement that shall specify the number of Common Shares subject to the Restricted Stock Award, the applicable restrictions (whether service-based restrictions, with or without performance acceleration, and/or performance-based restrictions), the Period of Restriction, and such other provisions as the Committee shall determine. The Committee may also impose such other restrictions under applicable federal, provincial or state securities laws as it may deem advisable, and may legend the certificates representing Restricted Stock Award to give appropriate notice of such restrictions. To the extent deemed necessary by the Committee, the Corporation will maintain custody of any certificates evidencing Common Shares granted pursuant to a Restricted Stock Award, and the Participant will deliver to the Corporation a stock power, endorsed in blank, with respect to each Restricted Stock Award. Subject to any applicable securities laws restrictions, Common Shares covered by each Restricted Stock Award made under the Plan shall become non-forfeitable and freely transferable by the Participant after the last day of the Period of Restriction and, where applicable, after a determination of the satisfaction or achievement of any and all applicable Performance Goal(s) by the Committee. Once the Common Shares are released from the restrictions, any legend as provided for under this paragraph shall be removed. Restricted Stock Awards can only become non-forfeitable and fully transferable during the Participant’s lifetime in the hands of the Participant.

In the case of Participants subject to taxation under the Income Tax Act (Canada), each Restricted Stock Unit Award shall be evidenced by a Participant Agreement that shall specify the number of Restricted Stock Units subject to the Restricted Stock Unit Award, the applicable vesting conditions (whether service-based conditions, with or without performance acceleration, and/or performance-based conditions), and such other provisions as the Committee shall determine. The Committee may also impose such other conditions under applicable federal, provincial or state securities laws as it may deem advisable. The Corporation will maintain a record of all outstanding Restricted Stock Units granted pursuant to a Restricted Stock Unit Award. Upon determination by the Committee that all vesting conditions of Restricted Stock Units held by a Participant (including any applicable Performance Goal(s)) have been satisfied or achieved, the Participant may elect to have the Corporation issue to the Participant from treasury one Common Share for each Restricted Stock Unit that has vested. Restricted Stock Unit Awards can only vest during the Participant’s lifetime in the hands of the Participant.

Notwithstanding the forgoing, where a Participant is subject to the taxation under the Code and receives a Restricted Stock Unit Award, upon determination by the Committee that all vesting conditions of Restricted Stock Units held by a Participant (including any applicable Performance Goal(s)) have been satisfied or achieved, the Corporation shall forthwith issue to the Participant from treasury one Common Share for each Restricted Stock Unit that has vested.

Voting and Dividend Rights of Restricted Stock Awards

Unless otherwise provided in the Participant Agreement, during the period of restriction, Participants holding Restricted Stock Awards may exercise voting rights with respect to such Common Shares and shall, unless otherwise provided in the Participant Agreement (which may or may not provide for the accumulation and payment of dividends until the Common Shares of the Restricted Stock Award to which the dividends and other distributions relates vest), be entitled to receive all dividends with respect to such Common Shares.

10.

Exercise Price of Options

The Committee shall determine the Exercise Price of the Options. The Exercise Price shall be not less than the price permitted by any stock exchange on which the Common Shares are then listed or other regulatory body having jurisdiction over the Corporation.

The Exercise Price shall be determined by the Committee at the time the Option is granted, which shall in no event be lower than the Fair Market Value of the Common Shares as of the date of grant.

Common Shares purchased upon exercise of an Option shall be paid for by one or any combination of the following forms of payment:

(i)

by check payable to the order of the Corporation; or

(ii)

except as otherwise explicitly provided in the applicable option agreement, and only if the Common Shares are then publicly traded, delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Corporation sufficient funds to pay the Exercise Price, or delivery by the Participant to the Corporation of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Corporation cash or check sufficient to pay the exercise price; or

(iii)

to the extent explicitly provided in the applicable option agreement, by – (a) delivery of Common Shares owned by Participant valued at Fair Market Value; or (b) delivery of a promissory note of the Participant to the Corporation (and delivery to the Corporation by the Participant of a check in an amount equal to the par value of the shares purchased); or (c) payment of such other lawful consideration as the Board may determine.

11.

Duration of Options

Each Option and all rights thereunder shall be expressed to expire on the date set out in the Participant Agreements and shall be subject to earlier termination as provided in Sections 14 and 15.

(a)

Subject to a maximum ten-year period, the Option period shall be a period of time fixed by the Committee, provided that the Option period shall be reduced with respect to any Option as provided in Sections 14 and 15 covering cessation as a director, officer, employee or Consultant of the Corporation or any of its subsidiaries or Affiliates or death of the Participant.

(b)

Except as set forth in Sections 14 and 15, or as otherwise determined by the Committee in its sole discretion, no Option may be exercised unless the Participant is at the time of such exercise a director, officer, employee or Consultant of the Corporation or any of its subsidiaries or Affiliates.

(c)

Notwithstanding anything else in the Plan, where the Option expires or is deemed to expire during a period of time imposed by the Corporation upon certain designated persons during which those persons may not trade in any securities of the Corporation (a “Black-Out Period”) or within ten (10) business days from the date that any such Black-Out Period ends, the Option shall not be deemed to expire until the day that is ten (10) business days from the last day of the Black-Out Period.

12.

Duration of Restricted Stock Awards and Restricted Stock Unit Awards

In the case of Restricted Stock Awards, the Period of Restriction shall not in any event exceed ten years.

In the case of Restricted Stock Unit Awards, the period during which a Restricted Stock Unit may vest and be exercised shall not in any event exceed ten years.

13.

Exercise of Options and Restricted Stock Units

Subject to this Plan and the applicable Participant Agreement, an Option may be exercised in whole or in part from time to time at such times and in compliance with such requirements as the Committee shall determine and set forth in the Participant Agreement. The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of shares with respect to which the Option is being exercised and accompanied by payment in one of the forms prescribed in section 10 hereof. No Participant, nor legal representatives of a Participant will be, or will be deemed to be, a holder of any Common Shares subject to an Option under this Plan, unless and until the certificates for such shares are issued to such persons under the terms of the Plan.

Subject to this Plan and the applicable Participant Agreement, a Restricted Stock Unit may be exercised in whole or in part from time to time at such times and in compliance with such requirements as the Committee shall determine and set forth in the Participant Agreement, but in any event not until such Restricted Stock Units have vested in accordance with Section 8. The exercise of any Restricted Stock Unit will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of shares with respect to which the Restricted Stock Unit is being exercised. No Participant, nor legal representatives of a Participant will be, or will be deemed to be, a holder of any Common Shares subject to a Restricted Stock Unit under this Plan, unless and until the certificates for such shares are issued to such persons under the terms of the Plan.

14.

Ceasing to Be a Director, Officer, Employee or Consultant

(a)

If a Participant who was awarded an Option shall cease to be a director, officer, employee or Consultant of the Corporation or any of its subsidiaries or Affiliates for any reason (other than death), the Participant may, but only within the 90 days of the date the Participant's ceased to be a director, officer, employee or Consultant and subject to the ten-year maximum period provided in Section 11(a) hereof, exercise such Participant’s Options to the extent that the Participant was entitled to exercise them at the date of such cessation.

(b)

Except as otherwise provided in the Participant Agreement, if a Participant who was awarded a Restricted Stock Award shall cease to be a director, officer, employee or Consultant of the Corporation or any of its subsidiaries or Affiliates for any reason (other than death) prior to the expiration of a Period of Restriction, any unvested Common Shares under such Restricted Stock Award shall be forfeited and returned to the Corporation.

(c)

Except as otherwise provided in the Participant Agreement, if a Participant who was awarded a Restricted Stock Unit Award shall cease to be a director, officer, employee or Consultant of the Corporation or any of its subsidiaries or Affiliates for any reason (other than death) prior to the satisfaction or achievement of all applicable vesting conditions, any unvested Restricted Stock Units under such Restricted Stock Unit Award at the date of such cessation shall be forfeited.

(d)

To the extent that a Participant’s rights in an Option, Restricted Stock Award or Restricted Stock Unit Award expire, are forfeited or do not vest upon the completion of a specified period of employment or continuous service, the Committee may decide in each case to what extent leaves of absence for government or military service, illness, temporary disability or other reason shall not be deemed interruptions of continuous employment or service for purposes of Options, Restricted Stock Awards and Restricted Stock Unit Awards.

(e)

A change in the status, office, position or duties of a Participant from the status, office, position or duties held by such Participant on the date of which the Option, Restricted Stock Award or Restricted Stock Unit Award was granted to such Participant shall not result in termination of the Option, Restricted Stock Award or Restricted Stock Unit Award granted to such Participant provided that such Participant remains a director, officer, employee or Consultant otherwise eligible to receive Options, Restricted Stock Awards or Restricted Stock Unit Awards.

15.

Death of Participant

In the event of the death of a Participant, any Option previously granted to such Participant shall be exercisable only within the twelve months following such death (subject to the ten-year maximum period provided in Section 11(a) hereof) and then only:

(a)

by the person or persons to whom the Participant’s rights under the Option shall pass by the Participant’s will or the laws of descent and distribution; and

(b)

if and to the extent that the Participant was entitled to exercise the Option at the date of the Participant’s death.

Except as otherwise provided in the Participant Agreement, in the event a Participant who was awarded a Restricted Stock Award dies prior to the expiration of a Period of Restriction, any unvested Common Shares under such Restricted Stock Award at the date of the Participant’s death shall be forfeited and returned to the Corporation.

Except as otherwise provided in the Participant Agreement, in the event a Participant who was awarded a Restricted Stock Unit Award dies prior to the satisfaction or achievement of all applicable vesting conditions, any unvested Restricted Stock Units under such Restricted Stock Unit Award at the date of the Participant’s death shall be forfeited .

16.

Tax Withholding.

The Corporation shall have the power and the right to deduct or withhold, or require a Participant to remit to the Corporation, an amount sufficient to satisfy federal, provincial, state and local taxes (including the Participant’s Federal Insurance Contributions Act (United States) obligation, if any) required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of the Plan or any Option, Restricted Stock Award or Restricted Stock Unit Award thereunder.

With respect to withholding required upon the exercise of an Option, the lapse of restrictions on Restricted Stock Awards, the satisfaction or achievement of all applicable vesting conditions pertaining to a Restricted Stock Unit, or the occurrence of any other taxable event with respect to any award, Participants may elect, subject to the approval of the Committee, or the Committee may require Participants to satisfy the withholding requirement, in whole or in part, by having the Corporation withhold Common Shares having a Fair Market Value equal to the amount required to be withheld. The value of the Common Shares to be withheld shall be based on the Fair Market Value of the Common Shares on the date that the amount of tax to be withheld is to be determined. All elections by Participants shall be irrevocable and be made in writing and in such manner as determined by the Committee in advance of the day that the transaction becomes taxable.

Notwithstanding any other provision of this Plan, withholding required upon the exercise of an Option by a Participant resident in Canada shall not be satisfied by the Corporation withholding Common Shares otherwise required to be delivered to the Participant by the Corporation upon the exercise of the Option or by the Participant delivering Common Shares to the Corporation .

17.

Adjustments

Other than dividends declared in the normal course and subject to any required approvals of applicable regulatory authorities and stock exchanges, in the event of any change in the Common Shares by reason of any stock dividend, recapitalization, merger, consolidation, split-up, combination or exchange of shares, or rights offering to purchase Common Shares at a price substantially below Fair Market Value, or of any similar change affecting the Common Shares, the number and kind of shares which thereafter may be optioned and awarded under the Plan and the number and kind of shares subject to the Option, Restricted Stock Award or Restricted Stock Unit Award in outstanding Participant Agreements and the purchase price per share thereof shall be appropriately adjusted consistent with such change in such manner as the Board may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan.

The foregoing adjustment and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion and only to the extent permitted under Section 409A of the Code and the regulations thereunder. No adjustment to the Common Shares to be delivered upon the exercise of an Option, or the vesting of a Restricted Stock Award or Restricted Stock Unit may result in fractional shares. If that were to be the case, the number of shares would be rounded down to the nearest whole Common Share and any adjustments to the exercise price of an Option will be rounded up to the nearest one cent.

18.

Transferability

All benefits, rights, Options, Restricted Stock Awards and Restricted Stock Unit Awards accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided as follows.

Options, Restricted Stock Awards, or Restricted Stock Unit Awards granted under the Plan shall be transferable or assignable only to a “permitted assign” and shall be exercisable only by the Participant or his or her permitted assign, and only in accordance with applicable securities laws. Any tax consequences will be the responsibility of the Participant and/or their “permitted assign” and not of the Corporation. For the purposes hereof “permitted assign” means for such Participant subject to taxation in Canada:

(a)

a trustee, custodian or administrator acting on behalf, or for the benefit, of the Participant;

(b)

a holding entity of the Participant;

(c)

a registered retirement savings plan (“RRSP”) or registered retirement income fund (“RRIF”) of the Participant, as such terms are defined in the Income Tax Act (Canada);

(d)

a spouse of the Participant;

(e)

a trustee, custodian or administrator acting on behalf, or for the benefit, of the spouse of the Participant;

(f)

a holding entity of the spouse of the Participant; or

(g)

an RRSP or RRIF of the spouse of the Participant.

Comparable “permitted assigns” may be permitted for participants subject to taxation under the Code but only with the consent of the Corporation and upon completion of any necessary filings required under applicable securities laws.

19.

Takeover or Change in Control

The Board of Directors shall have the power, in the event of:

(a)

any disposition of substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation, with or into any other corporation, or the merger, amalgamation or consolidation of any other corporation into the Corporation,

(b)

any change in control of the Corporation, or

(c)

an offer is made generally to the holders of the Corporation’s voting securities to purchase those securities and which is a “takeover bid” as defined in the OSA; to amend outstanding Participant Agreements to permit the exercise of any or all of the remaining Options, or the vesting of Restricted Stock Awards or Restricted Stock Unit Awards, prior to the completion of any such transaction. If the Board of Directors shall exercise such power, the Options shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Participant, and the Restricted Stock Awards or Restricted Stock Unit Awards shall be deemed to have been amended to permit the vesting thereof in whole or in part, at any time or from time to time as determined by the Board of Directors prior to the completion of such transaction. For the purposes of the foregoing, a change in control of the Corporation shall occur if there becomes a Control Person (as defined in the OSA) with respect to the securities of the Corporation, who is not a Control Person as at the effective date of this Plan.

In the event of any transaction that could result in a change in control of the Corporation or constitute a “takeover bid” as defined in the OSA, the Committee in its discretion may (i) declare that outstanding Options, whether or not then exercisable, shall terminate as of the date of the change in control without any payment to holder thereof, provided the Committee gives its prior written notice to the Participant of such termination and the right to exercise such outstanding Options for at least ten (10) days before the change in control to the extent then exercisable (or to the extent exercisable as of the change in control), (ii) terminate on or before such change in control all outstanding Options, whether or not then exercisable, in consideration of payment to holder of the Option, with respect to each Common Share for which the Option is then exercisable (or for which the Option will be exercisable as of the change in control) of the excess, if any, of the Fair Market Value on such date of a Common Share over the Exercise Price, (provided that Options that are not then exercisable and that are not to become exercisable upon the change in control, and Options with respect to which the Fair Market Value of the Common shares exceeds the option price shall be cancelled without any payment therefor), (iii) terminate on or before the change in control outstanding Restricted Stock Awards that are not then non-forfeitable and freely transferable (and will not become non-forfeitable and freely transferable on the change in control) without any payment to the holder thereof, (iv) terminate on or before the change in control outstanding Restricted Stock Awards that are not then non-forfeitable and freely transferable (or that would not become non-forfeitable or freely transferable on the change in control) in exchange for payment equal to the Fair Market Value of the Common Shares subject to the Restricted Stock Award (v) terminate on or before the change in control outstanding Restricted Stock Unit Awards of which all applicable vesting conditions have not been satisfied or achieved (and will not be satisfied or achieved on the change in control) without any payment to the holder thereof, (vi) terminate on or before the change in control outstanding Restricted Stock Unit Awards in respect of which all applicable vesting conditions have not been satisfied or achieved (or that would not be satisfied or achieved on the change in control) in exchange for payment equal to the Fair Market Value of the Common Shares underlying the Restricted Stock Unit Award, or (vii) take such other actions as the Committee determines to be reasonable to permit the Participant to realize the value of the Option, Restricted Stock Award or Restricted Stock Unit Award (for purposes hereof, the value of Options whose Exercise Price exceeds the Fair Market Value of the Common Shares, the value of a Restricted Stock Award that would not become non-forfeitable and fully transferable as of the change in control, and the value of a Restricted Stock Unit Award in respect of which all applicable vesting conditions would not be satisfied or achieved on the change in control, shall be deemed to be zero). The same actions need not be taken with respect to outstanding Options, Restricted Stock Awards or Restricted Stock Unit Awards.

20.

Amendment and Termination of Plan

(a)

The Board may at any time or from time to time, in its sole and absolute discretion, amend, suspend, terminate or discontinue the Plan and may amend the terms and conditions of Options, Restricted Stock Awards or Restricted Stock Unit Awards granted under the Plan, subject to any required approval of any regulatory authority or stock exchange or the shareholders of the Corporation. Without limiting the generality of the foregoing, but subject to any required regulatory approval of any regulatory authority or stock exchange, the Board may at any time alter, amend or vary the Plan or the terms and conditions of Options, Restricted Stock Awards or Restricted Stock Unit Awards granted under the Plan, without the approval of the shareholders of the Corporation if the alteration, amendment or variance:

(i)

is for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;

(ii)

is necessary to comply with applicable law or the requirements of any stock exchange on which the Common Shares of the Corporation are listed;

(iii)

is an amendment to the Plan respecting administration and eligibility for participation under the Plan;

(iv)

changes the terms and conditions on which Options, Restricted Stock Awards or Restricted Stock Unit Awards may be granted pursuant to the Plan including the provisions relating to Exercise Price, vesting provisions and Option Period;

(v)

changes the termination provisions of an Option, Restricted Stock Award or Restricted Stock Unit Award or the Plan which does not entail an extension beyond the original expiry date; or

(vi)

is an amendment to the Plan of a “housekeeping nature”;

(b)

provided that in the case of any alteration, amendment or variance referred to in this Section 20, the alteration, amendment or variance does not:

(i)

amend the number of Common Shares issuable under the Plan;

(ii)

add any form of financial assistance by the Corporation for the exercise of any Option;

(iii)

result in a material or unreasonable dilution in the number of outstanding Common Shares or any material benefit to an Option holder;

(iv)

change the class of eligible participants to the Plan which would have the potential of broadening or increasing participation by Insiders;

(v)

increase the term of an Option, Restricted Stock Award or Restricted Stock Unit Award held by an Insider; or

(vi)

decrease the exercise price of an Option held by an Insider.

(c)

Notwithstanding the foregoing, no such amendment, suspension, termination or discontinuance may adversely impair the rights of any Participant with respect to outstanding Options, Restricted Stock Awards or Restricted Stock Unit Awards without the Participant’s consent. Moreover, no amendment or termination of an outstanding Option, Restricted Stock Award or Restricted Stock Unit Award may be made without the Participant’s consent if, as determined by the Committee in its sole discretion, such amendment or termination would subject the Participant to any excise tax or penalty under Code Section 409A. Notwithstanding the foregoing, the Corporation and its subsidiaries and Affiliates shall not be liable to the Participant if an Option, Restricted Stock Award or Restricted Stock Unit Award otherwise results in the Participant being subject to tax under Code Section 409A.

21.

Necessary Approvals

The ability of the Options, Restricted Stock Awards or Restricted Stock Unit Awards to be exercised or vest, as the case may be, and the obligation of the Corporation to issue and deliver shares in accordance with the Plan are subject to any approvals which may be required from the shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation and compliance with applicable securities laws. If any shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such shares shall terminate and any Option exercise price paid to the Corporation will be returned to the Participant.

No Option is exercisable and no Restricted Stock Award nor Restricted Stock Unit Award is to be granted nor Common Shares issued except in compliance with all applicable federal, provincial or state laws (including, without limitation securities and withholding tax requirements), any listing agreement to which the Corporation is a party and the rules of all stock exchanges on which the Corporation’s Common Shares may be listed.

The Corporation shall be under no obligation to any Participant to register for offering or resale or to qualify for an exemption under the United States Securities Act of 1933, as amended, or to register or qualify under state securities laws, any Common Shares, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Corporation may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Corporation deems necessary or desirable for compliance by the Corporation with United States and Canadian federal, state and provincial securities laws.

22.

Effective Date of Plan

Subject to the approval of any stock exchange on which the shares of the Corporation are to be listed or other regulatory body having jurisdiction, the Plan as amended will be adopted by the Committee, and if so approved, the Plan shall become effective on the date on which this Plan is approved by the shareholders of the Corporation.

23.

Governing Law

This Plan and all Options, Restricted Stock Awards and Restricted Stock Unit Awards granted hereunder shall be governed, construed and administered in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

24.

No Fettering of Directors’ Discretion

Nothing contained in this Plan will restrict or limit or be deemed to restrict or limit the right or power of the Board of Directors in connection with any allotment and issuance of Common Shares which are not allotted and issued under this Plan including, without limitation, with respect to any other compensation arrangements.

Approved by the shareholders of the Corporation on August 28, 2014.

Exhibit 10.2

ALGAE DYNAMICS CORP.

NONQUALIFIED SHARE OPTION AGREEMENT

THIS NONQUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) dated December 11, 2014 between Algae Dynamics Corp., a Canadian corporation (the “Company”), and Richard Rusiniak (“Optionee”).

1. Grant of Option . The Company hereby grants to Optionee effective as of December 11, 2014 (“Grant Date”), the right and option (“Option”) to purchase from the Company, for a price equal to C$1.73 per share ( the “Exercise Price”), up to 120,000 common shares of the Company’s capital stock (“Shares”), as a nonqualified stock option (“Option”), which Option shall be subject to the applicable terms and conditions set forth below and is being granted pursuant to the Algae Dynamics Corp. Stock Incentive Plan-2014 (“Plan”).

2. Terms and Conditions of Option . The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

a. Exercise Price . The Exercise Price is C$1.73 per Share.

b. Term of Option . The term of the Option over which the Option may be exercised shall commence on the Grant Date and, subject to the provisions of Section 3(b) below, shall terminate 5 years thereafter.

c. Exercisability of Option . As to the total number of Shares with respect to which the Option is granted, subject to Section 3(b) herein, the Option shall become exercisable as follows: (i) 40,000 Shares of the Option shall become exercisable upon the mutual execution of this Agreement; (ii) 40,000 Shares of the Option shall become exercisable on December 11,2015; and (iii) 40,000 Shares of the Option shall become exercisable on December 11, 2016.

3. Additional Terms and Conditions .

a. Exercise of Option; Payments for Shares . An Option may be exercised from time to time with respect to all or any portion of the number of Shares with respect to which the Option has become exercisable, in whole or in part, by written notice to the Company at the Company’s then principal office, to the attention of the Compensation Committee for the Algae Dynamics Corp. Stock Incentive Plan-2014 (the “Committee”), substantially in the form of Exhibit A attached hereto. Any notice of exercise of the Option shall be accompanied by payment of the full Exercise Price for the Shares being purchased by certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp. The Option shall not be exercised for any fractional Shares and no fractional Shares shall be issued or delivered. The date of actual receipt by the Company of the notice of exercise shall be treated as the date of exercise of the Option for the Shares being purchased.

b. Termination of Option . If Optionee’s employment with the Company terminates, the Option that has become exercisable pursuant to Section 2(c) herein shall continue to be exercisable, to the extent it is exercisable on the date such employment terminated, for ninety (90) days after such termination, but in no event after the date the Option otherwise terminates. The Option that has not become exercisable as of the date of termination of Optionee’s employment with the Company shall be revoked.

c. Continued Employment . The Option granted hereunder shall confer no right on Optionee to continue in the employ of the Company, or limit in any respect the right of the Company (in the absence of a specific agreement to the contrary) to terminate Optionee’s employment at any time.

d. Issuance of Shares; Registration; Withholding Taxes . As soon as practicable after the exercise date of the Option, the Company shall cause to be issued and delivered to Optionee, or for the Optionee’s account, a certificate or certificates for the Option Shares purchased. The Company may postpone the issuance or delivery of the Shares until (i) the completion of registration or other qualification of such Shares or transaction under any state or federal law, rule or regulation, or any listing on any securities exchange, as the Company shall determine to be necessary or desirable; (ii) the receipt by the Company of such written representations or other documentation as the Company deems necessary to establish compliance with all applicable laws, rules and regulations, including applicable federal and state securities laws and listing requirements, if any; and (iii) the payment to the Company, upon its demand, of any amount requested by the Company to satisfy any federal, provincial, state or other governmental withholding tax requirements related to the exercise of the Option. Optionee shall comply with any and all legal requirements relating to Optionee’s resale or other disposition of any Shares acquired under this Agreement.

e. Nontransferability of Options . The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution. During Optionee’s lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his guardian or legal representative). If the Option is exercised after Optionee’s death, the Committee may require evidence reasonably satisfactory to it of the appointment and qualification of Optionee’s personal representatives and their authority and of the right of any heir or distributee to exercise the Option.

f. Option is Nonqualified Stock Option . The Option granted hereunder is intended to constitute a nonqualified stock option which is not an “incentive stock option”, as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended.

4. Changes in Capitalization; Reorganization .

a. Adjustments . The number of common shares of which may be subject to options under the Plan, the number of Shares subject to the Option, and the Exercise Price shall be adjusted proportionately for any increase or decrease in the number of issued common shares by reason of stock dividends, split-ups, recapitalizations or other capital adjustments. Notwithstanding the foregoing, (i) no adjustment shall be made, unless the Committee determines otherwise, if the aggregate effect of all such increases and decreases occurring in any fiscal year is to increase or decrease the number of issued shares by less than five percent (5%); (ii) any right to purchase fractional shares resulting from any such adjustment shall be eliminated; and (iii) the terms of this Section 4(a) are subject to the terms of Section 3(b) below.

b. Corporate Transactions . Pursuant to the Plan, in the event of (i) a dissolution or liquidation of the Company, (ii) merger, consolidation, amalgamation or reorganization of the Company, (iii) the sale of substantially all of the assets of the Company, (iv) the acquisition, sale, or transfer of more than fifty percent (50%) of the outstanding shares of the Company, or (v) an offer is made generally to the holders of the Company’s voting securities to purchase those securities and which is a “takeover bid” as defined in the Ontario Securities Act (herein referring to (i) through (v) as “Corporate Transaction”), then the Committee may in its discretion take any or all of the actions specified in Section 19 of the Plan.

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

c. Committee Determination . Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee’s determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

5. No Rights as Shareholder . Optionee shall acquire none of the rights of a shareholder of the Company with respect to the Shares until a certificate for the shares is issued to Optionee upon the exercise of the Option. Except as otherwise provided in Section 4 above, no adjustments shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such certificate is issued.

6. Legends . All certificates representing the Shares acquired pursuant to the Option may be issued with or without a restrictive legend as counsel to the Company deems appropriate to assure compliance with applicable law. All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares purchased under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

7. Optionee Bound by Plan . Optionee hereby acknowledges receipt of a copy of the Plan and acknowledges that Optionee shall be bound by its terms, regardless of whether such terms have been set forth in the Agreement. Notwithstanding the foregoing, if there is an inconsistency between the terms of the Plan and the terms of this Agreement, Optionee shall be bound by the terms of the Plan.

8. Notices . Any notice or other communication made in connection with this Agreement shall be deemed duly given when delivered in person or mailed by certified or registered mail, return receipt requested, to Optionee at Optionee’s address listed above or such other address of which Optionee shall have advised the Company by similar notice, or to the Company at its then principal office, to the attention of the Committee.

9. Miscellaneous . This Agreement and the Plan set forth the parties’ final and entire agreement with respect to the subject matter hereof, may not be changed or terminated orally and shall be governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. This Agreement shall bind and benefit Optionee, the heirs, distributees and personal representative of Optionee, and the Company and its successors and assigns.

IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option Agreement on the date first above written.

	ALGAE DYNAMICS CORP

	By:	/s/ Paul Ramsay
		Paul Ramsay
		President

	GRANTEE

	By:	/s/ Richard Rusiniak
		Richard Rusiniak

EXHIBIT A

________________[Date]

Algae Dynamics Corp.

4120 Ridgeway Drive, Unit 37

Mississauga, Ontario L5L 5S9

Canada

ATTN: Compensation Committee

Dear Sir/Madam:

Pursuant to the provisions of the Algae Dynamics Corp. Nonqualified Stock Option Agreement,

dated December 11, 2014, (the “Option Agreement”), whereby you have granted me the Option to purchase up to 120,000 common shares of capital stock of Algae Dynamics Corp. (the “Company”), I hereby notify you that I elect to exercise my option to purchase ________ of the shares covered by the Option at a price of C$1.73 per share in accordance with the Option Agreement. I am delivering to you payment in the amount of C$______, in the form of a certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp., in full payment of purchase price for the for the shares being purchased hereby.

The undersigned hereby agrees to provide the Company, prior to the receipt of the shares being purchased hereby, with such representations or certifications or payments that the Company may require pursuant to the terms of the Plan and the Option Agreement.

Sincerely,

Address:

(For notices, reports, dividend checks and communications to shareholders.)

Exhibit 10.3

ALGAE DYNAMICS CORP.

NONQUALIFIED SHARE OPTION AGREEMENT

THIS NONQUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) dated December 11, 2014 between Algae Dynamics Corp., a Canadian corporation (the “Company”), and Paul Ramsay (“Optionee”).

2. Terms and Conditions of Option . The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

a. Exercise Price . The Exercise Price is C$1.73 per Share.

3. Additional Terms and Conditions .

4. Changes in Capitalization; Reorganization .

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option Agreement on the date first above written.

	ALGAE DYNAMICS CORP.

	By:	/s/ Richard Rusiniak
		Richard Rusiniak
		Chief Executive Officer

	GRANTEE

	By:	/s/ Paul Ramsay
		Paul Ramsay

EXHIBIT A

________________[Date]

Algae Dynamics Corp.

4120 Ridgeway Drive, Unit 37

Mississauga, Ontario L5L 5S9

Canada

ATTN: Compensation Committee

Dear Sir/Madam:

Pursuant to the provisions of the Algae Dynamics Corp. Nonqualified Stock Option Agreement, dated December 11, 2014, (the “Option Agreement”), whereby you have granted me the Option to purchase up to 100,000 common shares of capital stock of Algae Dynamics Corp. (the “Company”), I hereby notify you that I elect to exercise my option to purchase ________ of the shares covered by the Option at a price of C$1.73 per share in accordance with the Option Agreement. I am delivering to you payment in the amount of C$______, in the form of a certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp., in full payment of purchase price for the for the shares being purchased hereby.

Sincerely,

Address:

(For notices, reports, dividend checks and communications to shareholders.)

Exhibit 10.4

ALGAE DYNAMICS CORP.

NONQUALIFIED SHARE OPTION AGREEMENT

THIS NONQUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) dated December 11, 2014 between Algae Dynamics Corp., a Canadian corporation (the “Company”), and Ross Eastley (“Optionee”).

1. Grant of Option . The Company hereby grants to Optionee effective as of December 11, 2014 (“Grant Date”), the right and option (“Option”) to purchase from the Company, for a price equal to C$1.73 per share ( the “Exercise Price”), up to 80,000 common shares of the Company’s capital stock (“Shares”), as a nonqualified stock option (“Option”), which Option shall be subject to the applicable terms and conditions set forth below and is being granted pursuant to the Algae Dynamics Corp. Stock Incentive Plan-2014 (“Plan”).

2. Terms and Conditions of Option . The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

a. Exercise Price . The Exercise Price is C$1.73 per Share.

c. Exercisability of Option . As to the total number of Shares with respect to which the Option is granted, subject to Section 3(b) herein, the Option shall become exercisable as follows: (i) 26,667 Shares of the Option shall become exercisable upon the mutual execution of this Agreement; (ii) 26,666 Shares of the Option shall become exercisable on December 11,2015; and (iii) 26,666 Shares of the Option shall become exercisable on December 11, 2016.

3. Additional Terms and Conditions .

4. Changes in Capitalization; Reorganization .

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option Agreement on the date first above written.

	ALGAE DYNAMICS CORP.

	By:	/s/ Richard Rusiniak
		Richard Rusiniak
		Chief Executive Officer

	GRANTEE

	By:	/s/ Ross Eastley
		Ross Eastley

EXHIBIT A

________________[Date]

Algae Dynamics Corp.

4120 Ridgeway Drive, Unit 37

Mississauga, Ontario L5L 5S9

Canada

ATTN: Compensation Committee

Dear Sir/Madam:

Pursuant to the provisions of the Algae Dynamics Corp. Nonqualified Stock Option Agreement, dated December 11, 2014, (the “Option Agreement”), whereby you have granted me the Option to purchase up to 80,000 common shares of capital stock of Algae Dynamics Corp. (the “Company”), I hereby notify you that I elect to exercise my option to purchase ________ of the shares covered by the Option at a price of C$1.73 per share in accordance with the Option Agreement. I am delivering to you payment in the amount of C$______, in the form of a certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp., in full payment of purchase price for the for the shares being purchased hereby.

Sincerely,

Address:

(For notices, reports, dividend checks and communications to shareholders.)

Exhibit 10.5

ALGAE DYNAMICS CORP.

NONQUALIFIED SHARE OPTION AGREEMENT

THIS NONQUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) dated December 11, 2014 between Algae Dynamics Corp., a Canadian corporation (the “Company”), and P. Blair Mullin (“Optionee”), with an address at 7185 Joshua Road, Oak Hills, California 92344 .

1. Grant of Option . The Company hereby grants to Optionee effective as of December 11, 2014 (“Grant Date”), the right and option (“Option”) to purchase from the Company, for a price equal to C$1.73 per share ( the “Exercise Price”), up to 30,000 common shares of the Company’s capital stock (“Shares”), as a nonqualified stock option (“Option”), which Option shall be subject to the applicable terms and conditions set forth below and is being granted pursuant to the Algae Dynamics Corp. Stock Incentive Plan-2014 (“Plan”).

2. Terms and Conditions of Option . The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

a. Exercise Price . The Exercise Price is C$1.73 per Share.

c. Exercisability of Option . As to the total number of Shares with respect to which the Option is granted, subject to Section 3(b) herein, the Option shall become exercisable as follows: (i) 7,500 Shares of the Option shall become exercisable upon the mutual execution of this Agreement; (ii) 7,500 Shares of the Option shall become exercisable on March 11, 2015; (iii) 7,500 Shares of the Option shall become exercisable on June 11, 2015; and (iii) 7,500 Shares of the Option shall become exercisable on September 11, 2015.

3. Additional Terms and Conditions .

b. Termination of Option . If Optionee’s directorship with the Company terminates, the Option that has become exercisable pursuant to Section 2(c) herein shall continue to be exercisable, to the extent it is exercisable on the date such directorship terminated, for ninety (90) days after such termination, but in no event after the date the Option otherwise terminates. The Option that has not become exercisable as of the date of termination of Optionee’s directorship with the Company shall be revoked.

c. Continued Directorship . The Option granted hereunder shall confer no right on Optionee to continue as a director of the Company, or limit in any respect the right of the Company (in the absence of a specific agreement to the contrary) to terminate Optionee’s directorship at any time.

4. Changes in Capitalization; Reorganization .

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option Agreement on the date first above written.

	ALGAE DYNAMICS CORP.

	By:	/s/ Richard Rusiniak
		Richard Rusiniak
		Chief Executive Officer

	GRANTEE

	By:	/s/ P. Blair Mullin
		P. Blair Mullin

EXHIBIT A

________________[Date]

Algae Dynamics Corp.

4120 Ridgeway Drive, Unit 37

Mississauga, Ontario L5L 5S9

Canada

ATTN: Compensation Committee

Dear Sir/Madam:

Pursuant to the provisions of the Algae Dynamics Corp. Nonqualified Stock Option Agreement, dated December 11, 2014, (the “Option Agreement”), whereby you have granted me the Option to purchase up to 30,000 common shares of capital stock of Algae Dynamics Corp. (the “Company”), I hereby notify you that I elect to exercise my option to purchase ________ of the shares covered by the Option at a price of C$1.73 per share in accordance with the Option Agreement. I am delivering to you payment in the amount of C$______, in the form of a certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp., in full payment of purchase price for the for the shares being purchased hereby.

Sincerely,

Address:

(For notices, reports, dividend checks and communications to shareholders.)

Exhibit 10.6

ALGAE DYNAMICS CORP.

NONQUALIFIED SHARE OPTION AGREEMENT

THIS NONQUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) dated December 11, 2014 between Algae Dynamics Corp., a Canadian corporation (the “Company”), and W. Cameron McDonald (“Optionee”).

1. Grant of Option . The Company hereby grants to Optionee effective as of December 11, 2014 (“Grant Date”), the right and option (“Option”) to purchase from the Company, for a price equal to C$1.73 per share ( the “Exercise Price”), up to 30,000 common shares of the Company’s capital stock (“Shares”), as a nonqualified stock option (“Option”), which Option shall be subject to the applicable terms and conditions set forth below and is being granted pursuant to the Algae Dynamics Corp. Stock Incentive Plan-2014 (“Plan”).

2. Terms and Conditions of Option . The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

a. Exercise Price . The Exercise Price is C$1.73 per Share.

c. Exercisability of Option . As to the total number of Shares with respect to which the Option is granted, subject to Section 3(b) herein, the Option shall become exercisable as follows: (i) 7,500 Shares of the Option shall become exercisable upon the mutual execution of this Agreement; (ii) 7,500 Shares of the Option shall become exercisable on March 11, 2015; (iii) 7,500 Shares of the Option shall become exercisable on June 11, 2015; and (iii) 7,500 Shares of the Option shall become exercisable on September 11, 2015.

3. Additional Terms and Conditions .

4. Changes in Capitalization; Reorganization .

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option Agreement on the date first above written.

	ALGAE DYNAMICS CORP

	By:	/s/ Richard Rusiniak
		Richard Rusiniak
		Chief Executive Officer

	GRANTEE

	By:	/s/ W. Cameron McDonald
		W. Cameron McDonald

EXHIBIT A

________________[Date]

Algae Dynamics Corp.

4120 Ridgeway Drive, Unit 37

Mississauga, Ontario L5L 5S9

Canada

ATTN: Compensation Committee

Dear Sir/Madam:

Pursuant to the provisions of the Algae Dynamics Corp. Nonqualified Stock Option Agreement, dated December 11, 2014, (the “Option Agreement”), whereby you have granted me the Option to purchase up to 30,000 common shares of capital stock of Algae Dynamics Corp. (the “Company”), I hereby notify you that I elect to exercise my option to purchase ________ of the shares covered by the Option at a price of C$1.73 per share in accordance with the Option Agreement. I am delivering to you payment in the amount of C$______, in the form of a certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp., in full payment of purchase price for the for the shares being purchased hereby.

Sincerely,

Address:

(For notices, reports, dividend checks and communications to shareholders.)

Exhibit 10.7

MUTUAL RELEASE AGREEMENT

This document is a mutual release (“ Release ”) between ALGAE DYNAMICS CORP., a Canadian corporation (the “ Company ”), and SANDRA ELSLEY, an Ontario resident (“ Elsley ”). At times, the individual and entity set forth above will be collectively referred to as the “ Parties .”

WHEREAS, Elsley currently serves as Vice President - Corporate Communications of the Company; and

WHEREAS, Elsley desires to resign from all offices and positions with the Company and the Company has determined to accept such resignation, effective immediately; and

WHEREAS, the Parties wish to confirm the terms of their agreements relating to such resignation and all matters set forth herein;

NOW, THEREFORE, intending to be legally bound hereby, the Parties hereto agree as follows:

1. Resignation – Effective as of the date of this Release, Elsley hereby resigns as Vice President - Corporate Communications of the Company, and any other office or position of employment or engagement with the Company or any affiliate thereof.

2. Consideration – In connection with the execution of this Release, all unvested options previously granted to Elsley shall be vested and notwithstanding any provision thereof which terminates such options prior to their expiration as a result of the termination of employment, such options shall remain exercisable until their expiration.

3. Release - Subject to the terms and conditions of this Release and for and in consideration of the promises and covenants contained herein, the Parties do hereby remise, release, acquit, and forever discharge each other and their officers, directors, employees, agents, servants, representatives, lawyers, accountants, successors, assigns, insurers and all other persons, firms or corporations who can or may be liable, of and from any and all actions, causes of action, claims, demands, damages, costs, loss of services, covenants, contracts, agreements, judgments, expenses and compensation whatsoever in law or in equity, and all known and unknown damages of whatsoever nature, whether past, present or future, and all results of such damages on account of or in any way growing out of or resulting to or from Elsley’s employment by the Company, and any and all potential other claims and causes of action between the Parties from the beginning of time to the date of the execution of this Release.

4. No Assignment - The Parties represent and warrant that no party has heretofore assigned to any other person or entity all or any portion of any claim whatsoever which any party in these matters may have or may have had or may claim in the future to have against the persons and entities hereby released.

5. No Admission of Liability - It is further understood and agreed that this Release is not to be construed as an admission of liability on the part of the persons, firms and corporations who are hereby released, by whom liability is expressly denied. Each party hereto shall bear their own legal fees and costs in the matters set forth herein except to the extent that same have been reimbursed heretofore.

6. Integration Clause - All Parties further understand and agree that there is no promise or agreement on the part of the persons, firms, and corporations who are released to do or omit to do any act or thing not herein mentioned, that this Release contains the entire agreement among the parties hereto, and that the terms of this Release are contractual and not a mere recital.

7. Representation by Counsel - All Parties further state that they have been represented by counsel in this matter and have either read the forgoing Release, or have had it read to them, understand the contents hereof, and sign the same as their own free act.

8. Execution in Counterparts - This Release may be executed by the Parties in counterparts, which, collectively, shall constitute one agreement. This Release shall become effective on the date of the Parties’ exchange, by facsimile or otherwise, of executed signature pages.

WHEREFORE, the parties hereto have signed this Release this 17th day of February2015.

WITNESSES:


		Sandra Elsley, individually


ATTEST:		ALGAE DYNAMICS CORP.

	By:
		Paul Ramsay, President

Exhibit 10.8

ALGAE DYNAMICS CORP.

NONQUALIFIED SHARE OPTION AGREEMENT

THIS NONQUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) dated December 11, 2014 between Algae Dynamics Corp., a Canadian corporation (the “Company”), and Sandra Elsley (“Optionee”).

1. Grant of Option . The Company hereby grants to Optionee effective as of [November 7], 2014 (“Grant Date”), the right and option (“Option”) to purchase from the Company, for a price equal to C$1.73 per share (the “Exercise Price”), up to 100,000 common shares of the Company’s capital stock (“Shares”), as a nonqualified stock option (“Option”), which Option shall be subject to the applicable terms and conditions set forth below.

2. Terms and Conditions of Option . The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

a. Exercise Price . The Exercise Price is C$1.73 per Share.

c. Exercisability of Option . As to the total number of Shares with respect to which the Option is granted, subject to Section 3(b) herein, the Option shall become exercisable as follows: (i) 33,334 Shares of the Option shall become exercisable upon the mutual execution of this Agreement; (ii) 33,333 Shares of the Option shall become exercisable on December 11,2015; and (iii) 33,333 Shares of the Option shall become exercisable on December 11, 2016.

3. Additional Terms and Conditions .

a. Exercise of Option; Payments for Shares . An Option may be exercised from time to time with respect to all or any portion of the number of Shares with respect to which the Option has become exercisable, in whole or in part, by written notice to the Company at the Company’s then principal office, to the attention of the Compensation Committee, substantially in the form of Exhibit A attached hereto. Any notice of exercise of the Option shall be accompanied by payment of the full Exercise Price for the Shares being purchased by certified or bank check, or other form of immediately available funds, payable to the order of Algae Dynamics Corp. The Option shall not be exercised for any fractional Shares and no fractional Shares shall be issued or delivered. The date of actual receipt by the Company of the notice of exercise shall be treated as the date of exercise of the Option for the Shares being purchased.

4. Changes in Capitalization; Reorganization .

a. Adjustments . The number of Shares subject to the Option, and the Exercise Price shall be adjusted proportionately for any increase or decrease in the number of issued common shares by reason of stock dividends, split-ups, recapitalizations or other capital adjustments. Notwithstanding the foregoing, (i) no adjustment shall be made, unless the Committee determines otherwise, if the aggregate effect of all such increases and decreases occurring in any fiscal year is to increase or decrease the number of issued shares by less than five percent (5%); (ii) any right to purchase fractional shares resulting from any such adjustment shall be eliminated; and (iii) the terms of this Section 4(a) are subject to the terms of Section 3(b) below.

b. Corporate Transactions . In the event of (i) a dissolution or liquidation of the Company, (ii) merger, consolidation, amalgamation or reorganization of the Company, (iii) the sale of substantially all of the assets of the Company, (iv) the acquisition, sale, or transfer of more than fifty percent (50%) of the outstanding shares of the Company, or (v) an offer is made generally to the holders of the Company’s voting securities to purchase those securities and which is a “takeover bid” as defined in the Ontario Securities Act (herein referring to (i) through (v) as “Corporate Transaction”), then the Committee may (i) declare that outstanding Options, whether or not then exercisable, shall terminate as of the date of the change in control without any payment to holder thereof, provided the Committee gives its prior written notice to the Optionee of such termination and the right to exercise such outstanding Options for at least ten (10) days before the change in control to the extent then exercisable (or to the extent exercisable as of the change in control),

(ii) terminate on or before such change in control all outstanding Options, whether or not then exercisable, in consideration of payment to holder of the Option, with respect to each Common Share for which the Option is then exercisable (or for which the Option will be exercisable as of the change in control) of the excess, if any, of the Fair Market Value (as defined below) on such date of a Common Share over the Exercise Price, (provided that Options that are not then exercisable and that are not to become exercisable upon the change in control, and Options with respect to which the Fair Market Value of the Common shares exceeds the option price shall be cancelled without any payment therefor), or (iii) take such other actions as the Committee determines to be reasonable to permit the Optionee to realize the value of the Option (for purposes hereof, the value of Options whose Exercise Price exceeds the Fair Market Value of the Common Shares that would not become non-forfeitable and fully transferable as of the change in control, shall be deemed to be zero). "Fair Market Value" means, as of any date, the value of Common Shares or other property as determined by the Board, in its discretion, or by the Corporation, in its discretion, if such determination is expressly allocated to the Corporation herein, subject to the following: (i) If, on such date, the Common Shares are listed on a national or regional securities exchange or market system, the Fair Market Value of the Common Shares shall be the closing price of the Common Shares (or the mean of the closing bid and asked prices of the Common Shares if they are so quoted instead) as quoted on the Nasdaq Global Marketplace, the Toronto Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Common Shares, as reported in The Wall Street Journal or such other source as the Corporation deems reliable. If the relevant date does not fall on a day on which the Common Shares have traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Shares were so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion; and (ii) If, on such date, there is no public market for the Common Shares, the Fair Market Value of the Common Shares shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

7. Notices . Any notice or other communication made in connection with this Agreement shall be deemed duly given when delivered in person or mailed by certified or registered mail, return receipt requested, to Optionee at Optionee’s address listed above or such other address of which Optionee shall have advised the Company by similar notice, or to the Company at its then principal office, to the attention of the Committee.

8. Miscellaneous . This Agreement sets forth the parties’ final and entire agreement with respect to the subject matter hereof, may not be changed or terminated orally and shall be governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. This Agreement shall bind and benefit Optionee, the heirs, distributees and personal representative of Optionee, and the Company and its successors and assigns.

IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option Agreement on the date first above written.

	ALGAE DYNAMICS CORP.

	By:	/s/ Richard Rusiniak
		Richard Rusiniak
		Chief Executive Officer

	GRANTEE

	By:	/s/ Sandra Elsley
		Sandra Elsley

EXHIBIT A

________________[Date]

Algae Dynamics Corp.

4120 Ridgeway Drive, Unit 37

Mississauga, Ontario L5L 5S9

Canada

ATTN: Compensation Committee

Dear Sir/Madam:

Sincerely,

Address:

(For notices, reports, dividend checks and communications to shareholders.)

Exhibit 31 a

Certification of Chief Executive Officer,

pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

I, Richard Rusiniak, certify that:

I have reviewed this quarterly report on Form 10-Q of Algae Dynamics Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting , to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant‘s internal control over financial reporting.

Date: February 17, 2015


/s/ Richard Rusiniak
Richard Rusiniak
Chief Executive Officer

Exhibit 31 b

Certification of Chief Financial and Financial Officer,

pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

I, Ross Eastley, certify that:

I have reviewed this quarterly report on Form 10-Q of Algae Dynamics Corp.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant‘s internal control over financial reporting.

Date: February 17, 2015


/s/ Ross Eastley
Ross Eastley
Chief Financial Officer, Principal Accounting Officer

Exhibit 32 a

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Algae Dynamics Corp. a Canadian corporation (the “Company”) on Form 10-Q for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard Rusiniak, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Algae Dynamics Corp., and will be retained by Algae Dynamics Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


/s/ Richard Rusiniak
Richard Rusiniak
Chief Executive Officer
February 17, 2015

Exhibit 32 b

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Algae Dynamics Corp. a Canadian corporation (the “Company”) on Form 10-Q for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ross Eastley, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ Ross Eastley
Ross Eastley
Chief Financial Officer
February 17, 2015