Cloudbreak Discovery PLC — Proxy Solicitation & Information Statement 2022

Mar 31, 2022

CLOUDBREAK DISCOVERY PLC - FORM OF PROXY

I/We the undersigned being a member of Cloudbreak Discovery PLC (the "Company"), hereby appoint the Chairman of the Meeting (as defined below) or the person named below (see Note 2) to act as my/our proxy to attend and vote on my/our behalf at the General Meeting of the Company to be held at 520 – 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2 at 10 a.m. (PST) 6p.m. (GMT) on 21 April 2022 (the "Meeting") and at any adjournment thereof.

Name of proxy	Number of shares in relation to which the proxy is authorised to act

I/We direct my/our vote as indicated below in respect of the resolutions which are referred to in the Notice convening the Meeting (see notes below).

	Ordinary Resolution	FOR	AGAINST	WITHHELD
Resolution 1	Authority to allot shares.
	Special Resolution
Resolution 2	Authority to disapply pre-emption rights.

Dated thisday of 2022
Signature
Full name(s) in which shares are registered
Address PLEASE USE BLOCK LETTERS

Your board recommends that you vote in favour of all the above resolutions.

Please return this Form of Proxy to Share Registrars Limited, M3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XX so as to arrive by 10 a.m. (PST) 6 p.m. (GMT) on 19 April 2022. You may send your Form of Proxy by fax to Share Registrars Limited on 01252 719 232 or alternatively it may be scanned and sent by email to voting@shareregistrars.uk.com.

Notes:

• 1. Only holders of ordinary shares entered on the register of members of the Company at 10 a.m. (PST)6 p.m. (GMT) on 19 April 2022, being not more than 48 hours (excluding non-working days) before the time fixed for the Meeting, are entitled to attend or vote at the Meeting in respect of the number of shares registered in their name. Changes to entries in the Register after 19 April 2022 at 10 a.m. (PST) 6 p.m. (GMT) shall be disregarded in determining the right to attend or vote at the Meeting.
• 1. If you wish to exercise your right to vote by appointing the Chairman of the Meeting as your proxy, please leave the space provided blank. If you wish to appoint a proxy other than the Chairman of the meeting, please insert their full name in the space provided. If you sign and return the form with no name in the space provided, the Chairman of the meeting will be deemed to be your proxy in respect of your full voting entitlement. If you are appointing a proxy other than the Chairman of the meeting and wish the proxy to be appointed in relation to less than your full voting entitlement, please enter in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. If you sign and return the form and leave this box blank, your proxy will be deemed to be authorised to act in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account.)
• 1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• 1. To be valid for the Meeting, the form of proxy should be completed and signed and returned (together with a letter or power of attorney or other written authority, if any, under which it is signed or a notarially certified or office copy of such power or written authority):
  2. (a) by hand or by post to Share Registrars Limited at 3 Millennium Centre, Crosby Way Farnham, Surrey, GU9 7XX; or
  3. (b) by attachment to an email sent to voting@shareregistrars.uk.com,

so as to be received no later than 10 a.m. (PST) 6p.m. (GMT) on 19 April 2022 being 48 hours (excluding non-working days) before the time fixed for holding the Meeting, or any adjournment thereof.

• 1. To abstain from voting on a resolution, tick the box "Votes withheld". A "vote withheld" is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution. Ticking "Discretionary", or failing to tick any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.
• 1. In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.
• 1. In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.
• 1. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting should you so wish.
• 1. You may not use any electronic address provided either in the Notice of Meeting or any related documents (included this form of proxy) to communicate with the Company for any purposes other than those expressly stated.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual.
• 1. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCO Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual.
• 1. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent 7RA36 by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of CREST by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. A copy of this notice and any other information relating to this notice can be found at cloudbreakdiscovery.com.
• 1. As at the date of this Notice of Meeting there are 482,574,200 Ordinary Shares of £0.001 each in issue and the total voting rights of the Company are therefore 482,574,200.
• 1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that the representative does not do so in relation to the same shares.
• 1. If you have any queries about your shareholding please contact Shareholder Registrars Ltd on +44 (01252) 821 390.
  2. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Any change must be received by the Company's registrar prior to the proxy deadline above. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the Meeting, the one which is last received shall be treated as replacing and revoking the other or others.