AI/ML Innovations Inc. — Proxy Solicitation & Information Statement 2023

Oct 19, 2023

AI/ML INNOVATIONS INC.

Security Class : Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Friday, November 17, 2023

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 p.m., Pacific Time, on Wednesday, November 15, 2023, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

holidays excepted) before the time of	the adjourned or postponed meeting.	the adjourned or postponed meeting.
	VOTING METHODS
MAIL or HAND DELIVERY		Endeavor Trust Corporation
		702 – 777 Hornby Street
		Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day		604-559-8908
EMAIL		proxy@endeavortrust.com
ONLINE		As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

AI/ML INNOVATIONS INC.

Appointment of Proxyholder

I/We, being holder(s) of AI/ML Print the name of the person you are Innovations Inc. hereby appoint: OR appointing if this person is someone Tim Daniels, Chairman, or, other than the Management Nominee failing him, Randy Duguay, CEO, listed herein. or failing him, Blake Fallis.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of AI/ML Innovations Inc. to be held via teleconference on November 17, 2023 at 2:00 p.m., Pacific Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors For Withhold i) Tim Daniels □ □ ii) Nicholas Watters □ □ iii) Bruce Matichuk □ □ iv) Randy Duguay □ □

1.Election of Directors i) Tim Daniels	1.Election of Directors i) Tim Daniels	For Withhold □ □
ii) Nicholas Watters iii) Bruce Matichuk iv) Randy Duguay 2.Appointment of Auditor To appointBaker Tilly WM LLPas auditor of the Comp directors to fix their remuneration. 3.Resolution Approving the Stock Option Plan		□ □ □ □
		□ □ For Withhold any for the ensuing year and to authorize the □ □ For Against
	2.Appointment of Auditor To appointBaker Tilly WM LLPas auditor of the Comp directors to fix their remuneration. 3.Resolution Approving the Stock Option Plan	For Withhold any for the ensuing year and to authorize the □ □ For Against
	To approve, with or without variable, an ordinary resolution approving the Corporation’s Stock Option Plan as further detailed in the Management Information Circular dated October 4, 2023. □ □ 4.Resolution Approving RSU/DSU Plan For Against To approve, with or without variable, an ordinary resolution approving the Corporation’s restricted share unit and deferred share unit plan (the ”RSU/DSU Plan”) as further detailed in the Management Information Circular dated October 4, 2023. □ □ 5.Other Matters For Against To transact such other business that may be brought properly before the Meeting and any adjournment or postponement of the Meeting. □ □

Authorized Signature(s) – This section must be Signature(s) completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Print Name(s) & Signing Capacity(ies), if applicable

__________ Date (MM-DD-YY) THIS PROXY MUST BE DATED