Axion Ventures Inc. — Proxy Solicitation & Information Statement 2023

Jan 19, 2023

AXION VENTURES INC.

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on February 16, 2023

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).
• 1. 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.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 am, Pacific Standard Time, on February 14, 2023.

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

• • 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

I/We being holder(s) of securities of of Axion Ventures Inc. (the "Company") hereby appoint: Grant Kim, or failing this person, Matt Sroka, or failing this person, Larry Yen (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 holder 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 700 – 595 Burrard Street, Vancouver, British Columbia V7X 1S8 on February 16, 2023 at 11:00 am, PST and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.											For	Against
1. Number of Directors
To set the number of Directors at five (5).
2. Election of Directors	For	Withhold				For Withhold					For	Withhold
01. Yasuyo Yamazaki			02. Kunio Hamada					03. Mana Prapakamol
04. Stephen Willey			05. Grant Kim
											For	Withhold
3. Appointment of Auditors
Appointment of Davidson & Company LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
											For	Against
4. Approval of the 2023 Stock Option Plan
To approve the replacement of the Company's current 2016 stock option plan with a new 2023 stock option plan that complies with the policies of the TSX Venture Exchange (the "TSXV"), as more particularly described in the accompanying Information Circular.
											For	Against
5. Voluntary Delisting from TSXV
To consider and, if thought fit, to approve, with or without variation, a resolution of a majority of the minority of the shareholders of the Company to authorize the voluntary delisting of the common shares of the Company from the TSXV, as more particularly described in the accompanying Information Circular.
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.
Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail. 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.			Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.
C V J Q		3 4 8 8 2 8						A R 1

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