CLOUD3 VENTURES — Proxy Solicitation & Information Statement 2024

Jul 12, 2024

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PROXY CLASS B SHARES

PROXY, solicited by Management, for the Special Meeting of Shareholders of Wilmington Capital Management Inc. to be held on Wednesday, August 7, 2024 at 11:30 a.m.

The undersigned holder of Class B voting shares (“Class B Shares”) of Wilmington Capital Management Inc. (the “Corporation”) hereby appoints JOSEPH F. KILLI , or failing him IAN G. COCKWELL , or instead of them _____________________, as proxy for the undersigned with full power of substitution, to attend and vote, in respect of all of the Class B Shares registered in the name of the undersigned, and otherwise act for the undersigned at the Special Meeting of Shareholders of the Corporation to be held at the Stikeman Elliott LLP, located at 4200 Bankers Hall West, 888 – 3[rd] Street SW Calgary AB T2P 5C5 on August 7, 2024, and at any and all adjournments thereof in the same manner, to the same extent and with the same powers, but subject to the following designations, as if the undersigned were present at such meeting or any adjournment thereof:

1. Approval of the Transaction Resolution (Mark either (a) or (b))

   • (a)  FOR the approval of the Transaction Resolution, as described in the Corporation’s Management Information Circular; or

   • (b)  AGAINST the approval of the Transaction Resolution, as described in the Corporation’s Management Information Circular.

In addition, the undersigned appoints such proxy to vote and act as aforesaid upon any amendments or variations to the matters identified in the notice of meeting and on all other matters that may properly come before the meeting. Unless otherwise specified above, the Class B Shares represented by this proxy will be voted by the persons whose names are printed above FOR the approval of the Transaction Resolution.

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Name of Shareholder: _____________________________________________________________________ Number of Class B Shares: _________________________________________________________________ Signature: Date: 2024.  NOTES:

1. If this proxy is not dated in the space provided, it will be deemed to bear the date on which it was mailed to you by the Corporation.

2. If an individual, please sign exactly as your Class B Shares are registered. If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If Class B Shares are registered in the name of an executor, administrator or trustee, please sign exactly as the Class B Shares are registered. If the Class B Shares are registered in the name of the deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.

3. A shareholder has the right to appoint a person (who need not be a shareholder of the Corporation) to represent the shareholder at the meeting other than the management representatives designated in this proxy. To exercise this right, the shareholder should insert the name of such other person in the blank space provided and deliver the completed proxy to the Secretary of the Corporation, c/o TSX Trust Company either online at: www.meeting-vote.com; by mail at: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1; by email at: proxyvote@tmx.com; or by fax at416-595-9593, not later than 5:00 p.m. (Calgary time) on Friday, August 2, 2024.

4. The Class B Shares represented by this proxy will be voted or withheld from voting in accordance with the foregoing instructions on any ballot that may be called for. If no choice is specified, the Class B Shares will be voted FOR the approval of the Transaction Resolution.

5. If other matters properly come before the meeting for which holders of Class B Shares are entitled to vote, the Class B Shares represented by this proxy will be voted at the discretion of the persons named in this proxy on such matters.

6. If a Class B share is held by two or more persons, any one of them present or represented by proxy at the meeting may, in the absence of the other or others, vote in respect thereof but, if more than one of them are present or represented by proxy, they shall vote together in respect of each Class B Share so held.

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 7. The Corporation will promptly communicate any changes or updates about the meeting via press release which will be available on SEDAR+ at www.sedarplus.ca.