DataMetrex AI Limited — Proxy Solicitation & Information Statement 2023

Nov 14, 2023

DATAMETREX AI LIMITED

Annual General and Special Meeting Dec. 14, 2023 at 10:00 AM (Canada/Eastern Standard) 50 Richmond St. East, Suite 300, Toronto, Ontario M5C 1N7 (the " Meeting ")

(the " Corporation ")

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Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1. After you vote online at www.voteproxyonline.com using your control number.

2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

Notice-and-Access

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

DATAMETREX AI LIMITED has elected to utilize notice-and-access and provide you with the following information: Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2396.

If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by Dec. 5, 2023.

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY THE CORPORATION.

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

3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the 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.

4. 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.

5. Each 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 Corporation.

6. 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 Corporation.

7. 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 Proxy, 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.

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

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----- Start of picture text ----- VOTING METHODInternet Go to www.voteproxyonline.com and enter the 12 digitcontrol numberFACSIMILE 416-595-9593MAIL or HAND TSX Trust CompanyDELIVERY 301-100 Adelaide Street WestToronto, Ontario, M5H 4H1----- End of picture text -----

Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.

For assistance,	please contact TSX TRUST INVESTOR SERVICES.
Mail:	301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:	1-866-600-5869
Web:	https://www.tsxtrust.com/t/investor-hub/forms/investor-insite-
	registration
Email:	tsxtis@tmx.com

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FORM OF PROXY (“PROXY”) DATAMETREX AI LIMITED (the " Corporation ") CONTROL NUMBER: «CONTROL_NUMBER» Annual General and Special Meeting Dec. 14, 2023 at 10:00 AM (Canada/Eastern Standard) 50 Richmond St. East, Suite 300, Toronto, Ontario M5C 1N7 SECURITY CLASS: Common Shares RECORD DATE: Oct. 17, 2023 FILING DEADLINE FOR Dec. 12, 2023 at 10:00 AM PROXY: (Canada/Eastern Standard) APPOINTEES

The undersigned hereby appoints Marshall Gunter, CEO whom failing Paul Haber, Chairman (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,

RESOLUTIONS -	- SEE VOTING GUIDELINES ON REVERSE -VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED	- SEE VOTING GUIDELINES ON REVERSE -VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED	TEXT ABOVE THE BOXES	TEXT ABOVE THE BOXES
1. Election of DirectorsA) Hon. James Peterson	FOR	WITHHOLD2. Adoption of New Omnibus IncentivePlan		FOR	AGAINST
B) Benjamin Gallander		The Corporation’s 2023 omnibus incentiveplan (the “Omnibus Plan”), in substantially the
C) Paul HaberD) Jerry Marshall Gunter		form attached as Schedule “B” to themanagement information circular of theCorporation dated as of October 26, 2023, beand is hereby confrmed, ratifed and
		approved, and the Corporation has the ability
		to grant awards under the Omnibus Plan.
3. Name Change Resolution	FOR	AGAINST
The change of name of Datametrex AI Limited
(the "Corporation") to such name as the Board
of Directors of the Corporation may choose in
their sole discretion, acting in the bestinterests of the Corporation to better refectthe Corporation’s artifcial intelligence
business subject to regulatory approval, is
hereby approved;

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED Signature of registered owner(s) Date(MM/DD/YYYY) Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management Discussion

PLEASE PRINT NAME

Interim Financial Statements – Mark this box if you would like to receive Annual Financial Statements – Mark this box if you would like Annual Interim Financial Statements and Management Discussion and Analysis. Financial Statements and Management Discussion 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