Alphinat inc. — Proxy Solicitation & Information Statement 2025

Feb 8, 2025

ALPHINAT INC.

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on February 27, 2025

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

Notes to proxy

1. 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 p.m., Eastern Time, on February 25, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet 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. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Alphinat Inc. (the "Company") hereby appoint: Curtis Page, or failing this person, Mahtab Abbasigaravand (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 1010 Sherbrooke Street West, Suite 718, Montreal Quebec, H3A 2R7 on February 27, 2025 at 2:00 p.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors	For	Against	For	Against	For	Against
01. Mahtab Abbasigaravand	☐	☐	02. Curtis Page	☐	☐	03. Brian Deeks
04. Nicholas Bartzis	☐	☐	05. Mark Nasworthy	☐	☐
						For Withhold
2. Appointment of Auditors
Appointment of Davidson and Company LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

3. SHAREHOLDER RESOLUTION TO RATIFY AND AFFIRM PRIOR YEAR BUSINESS

Background:

WHEREAS the Company has not held its Annual General Meeting of shareholders for the financial year ended August 31, 2023 as required under applicable corporate and securities laws and exchange listing requirements; and

WHEREAS the Company will ask its shareholders to ratify and affirm all business of the Company not dealt with under applicable corporate and securities laws and exchange requirements for the financial year ended August 31, 2023 during its Annual General and Special Meeting of shareholder to be held on February 27, 2025.

BE IT RESOLVED THAT:

1. Ratification and affirmation of certain business related to the financial year ended August 31, 2023 The shareholders of the Company hereby ratify and affirm the following business required to be transacted under applicable corporate and securities laws and exchange listing requirement for the financial year ended August 31, 2023, namely, (i) the appointment of Davidson and Company LLP as the auditors of the Corporation for such financial year and the authorization given to the director(s) of the Company to fix their remuneration; and (ii) the presentation to the shareholders of the audited financial statements and the auditors' report thereon for the financial year ended August 31, 2023.

Signature of Proxyholder		Signature(s)	Date
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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.			DD / MM / YY
Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.	☐	Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.	☐ Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

APHQ

371042

AR2

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