CDN Maverick Capital Corp. — Proxy Solicitation & Information Statement 2020

Jul 22, 2020

Caelan Capital Inc. (the “Company”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting August 26, 2020 at 11:00 a.m. PDT #2150 - 555 West Hastings Street, Vancouver, BC, V6B 4N6 (the “Meeting”)

RECORD DATE: July 20, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: August 24, 2020 at 11:00 a.m. PDT

VOTING METHOD

INTERNETFACSIMILEMAIL	Go towww.voteproxyonline.comand enter the 12digit control numberabove
	416-595-9593
	TSX Trust Company301 - 100 Adelaide Street WestToronto, Ontario,M5H 4H1

The undersigned hereby appoints Sandy MacDougall whom failing Samantha Stewart (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors	1. Number of Directors	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To Set the Number of Directors 3.
2. Election of Directors		FOR						WITHHOLD
	a)SandyMacDougall
	b)Carlos Arias E.
	c)Peter Born
3. Appointment of Auditor		FOR						WITHHOLD
Appointment ofDale Matheson Carr-Hilton Labonte LLPas Auditor of the Company for the ensuing year and authorizing the Directors to fix theirremuneration.
4. Stock Option Plan		FOR						AGAINST
Approval, ratification and confirmation of the Company's Stock Option Plan pursuant to which the directors may authorize the issuance of options todirectors, officers, employees, and consultants of the Company to a maximum of 10% of the issued and outstanding common shares at the time of thegrant.
		FORAGAINST
**5. Consolidation and Name Change **		FOR
To consider and, if thought fit, pass with or without amendment, a special resolution approving a proposed change of name and the consolidation ofthe issued and outstanding common shares of the Company (the “Consolidation”) on the basis of up to five (5) common shares for one (1) commonshare, or such lesser ratio as the directors may determine appropriate; as more particularly described in the section of the Information Circular entitledPart 3 – The Business of the Meeting – Alteration of Issued Share Capital and Change of Name.
		FORAGAINST
6. Other Business		FOR
To transact such other business as may properly come before this Meeting or any adjournment thereof.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. 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 on the reverse. 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.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

 [Annual Financial Statements with MD&A ]

• [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

Caelan Capital Inc. 2020

1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse 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. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

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To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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