Crown Capital Partners Inc. — Proxy Solicitation & Information Statement 2023

Apr 20, 2023

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Appointment of Proxyholder

I/We, being holders of 6.00% Convertible Unsecured Subordinated Debentures due June 30, 2023 (“Debentures”) of Crown Capital Partners Inc. (the “Company”), hereby appoint: Christopher Johnson, President and Chief Executive Officer of the Company, or, failing him, Michael Overvelde, Chief Financial Officer of the Company, OR

_____________ Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote in respect of all Debentures registered in the name of the undersigned at the special meeting of holders of Debentures to be held at 10:00 a.m. (Eastern Time) on Tuesday, May 16, 2023 at the offices of the Company located at 33 Yonge Street, Suite 901, Toronto, Ontario, M5E 1G4 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Without limiting the general powers and authority hereby conferred on the form of proxy, the holdings represented by this proxy are specifically directed to be voted or withheld from being voted as follows:

.CARY, NC 27512-9903

Directors and management of the Company recommend voting FOR Resolution 1. Please use dark black pencil or pen.

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, this Proxy will be voted by management’s appointees as set out above for each item, or if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.

_________ ______ Signature(s) Date

Please sign exactly as your name(s) appear on your certificate or statement. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Eastern Time) on Friday, May 12, 2023.

1. Approval of the Debenture Amendments as FOR AGAINST described in the management information circular of the Company dated April 12, 2023 sent to all holders of Debentures

Proxy Form – Special Meeting of Debentureholders of Crown Capital Partners Inc. to be held on May 16, 2023 (the “Meeting”)

How to Vote

INTERNET

Notes to Proxy

1. This proxy must be signed by a securityholder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your holdings are registered. If the securityholder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

Go to www.voteproxyonline.com Cast your vote online

To vote by Internet you will need your control number. If you vote by Internet, do not return this proxy.

MAIL or FAX

1. If the position is registered in the name of an executor, administrator or trustee, please sign exactly as the position is registered. If the position is registered in the name of a deceased or other securityholder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other securityholder must be attached to this proxy.

2. Some investors may own holdings as both a registered and a beneficial securityholder; in which case you may receive more than one management information circular with respect to the Meeting and will need to vote these positions separately. Beneficial securityholders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of holdings they beneficially own. Beneficial securityholders should follow instructions for voting conveyed to them by their intermediaries.

3. Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1

• You may alternatively fax your proxy to 416-595-9593.

An undated proxy is deemed to be dated on the day it was received by TSX.

All proxies must be received by 10:00 a.m. (Eastern Time) on Friday, May 12, 2023.

1. If a position 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 at the meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of that position.

All investors should refer to the management information circular enclosed herewith for further information regarding completion and use of this proxy and other information pertaining to the meeting.

This proxy is solicited by and on behalf of management of the Company.

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