FRX Innovations Inc. — Proxy Solicitation & Information Statement 2024

Dec 6, 2024

FRX

INNOVATIONS

FRX Innovations Inc.

ODYSSEY

Form of Proxy – Annual and Special Meeting to be held on December 27, 2024

Trader's Bank Building
702, 67 Yonge Street
Toronto ON M5E 1J8

Appointment of Proxyholder

I/We being the undersigned holder(s) of common shares of FRX Innovations Inc. ("FRX" or the "Corporation") hereby appoint Marc-Andre Lebel, Chief Executive Officer, or failing this person, James Cassina, Director (together, the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of FRX to be held at Brookfield Place, 181 Bay Street, Suite 1800, Toronto, Ontario, M5J 2T9 and by teleconference at 1-437-703-7440 (Phone Conference ID: 593 231 082#) on December 27, 2024 at 10:30 a.m. (Toronto time), or any adjournment thereof (the "Meeting").

(VOTING RECOMMENDATIONS ARE INDICATED IN BOLD ABOVE THE BOXES)

| 1. Ratification of Election of Directors. To ratify the election of the directors of the Corporation for the financial years ended December 31, 2023 and December 31, 2022. | | | | | FOR
☐ | Against
☐ |
| --- | --- | --- | --- | --- | --- | --- |
| 2. Number of Directors. To set the number of directors to be elected at the Meeting at four (4). | | | | | FOR
☐ | Against
☐ |
| 3. Election of Directors. | FOR | Against | b) Marc-Andre Lebel | ☐ | ☐ | |
| a) Ekaterina Terskin | ☐ | ☐ | d) Mark Lotz | ☐ | ☐ | |
| c) James Cassina | ☐ | ☐ | | ☐ | ☐ | |
| 4. Ratification and Appointment of Auditors. To ratify, approve, and confirm the appointment of MNP LLP as the auditor of FRX for the financial years ended December 31, 2023 and December 31, 2022 and the fixing of the auditor's renumerations for those years, and to appoint MNP LLP as auditor of FRX for the ensuing year and to authorize the board of directors of FRX to fix the auditor's renumeration. | | | | | FOR
☐ | Withhold
☐ |
| 5. Past Acts Resolution. To consider, and if thought advisable, to pass with or without variation, an ordinary resolution, the full text of which is included in the accompanying management's information circular of FRX dated November 29, 2024 (the "Circular"), approving, ratifying, and confirming all acts, proceedings, contracts, appointments, elections, payments and by-laws, done, instituted, made and enacted by the directors and officers of FRX since the date of the last annual meeting of shareholders of FRX, being December 1, 2021, as the same are set out or referred to in the resolutions of the directors or in the financial statements or otherwise properly enacted, passed, made, done or taken, all as more fully described in the Circular. | | | | | FOR
☐ | Against
☐ |
| 6. Delisting Resolution. To consider, and if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is included in the Circular, approving the delisting ("Delisting") of the Common Shares from the TSX Venture Exchange, if, and when, the Board, in its sole discretion, determines that such Delisting is in the best interests of the Corporation | | | | | FOR
☐ | Against
☐ |
| 7. Proposed Transaction Resolution. To consider and, if thought advisable, to pass with or without variation, a special resolution, the full text of which is included in the Circular, to authorize and approve the disposition of FRX's wholly-owned subsidiary, FRX Polymers, Inc., all as more fully described in the Circular (the "Proposed Transaction"). | | | | | FOR
☐ | Against
☐ |
| 8. Name Change Resolution. To consider and, if thought advisable, to pass with or without variation, a special resolution, the full text of which is included in the Circular, approving an amendment to the articles of FRX to change the name of FRX to "Fireside Diversified Corp.", or such other name as may be accepted by the relevant regulatory authorities and approved by the Board, as more fully described in the Circular. | | | | | FOR
☐ | Against
☐ |
| 9. Share Consolidation Resolution. To consider and, if thought advisable, to pass with or without variation, a special resolution, the full text of which is included in the Circular, to authorize and approve the consolidation of the issued and outstanding Common Shares by a ratio of 10:1, as more fully described in the Circular. | | | | | FOR
☐ | Against
☐ |
| 10. Continuance Resolution. To consider and, if thought advisable, pass with or without variation, a special resolution, the full text of which is included in the Circular, authorizing FRX to make an application for the continuance of FRX under the Business Corporations Act (British Columbia). | | | | | FOR
☐ | Against
☐ |

Authorized Signature(s) – This section must be completed for your instructions to be executed.

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 as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s):

Date

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

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INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:30 a.m. (Toronto time), on December 23, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

You can listen to the meeting by teleconference at 1-437-703-7440 (Phone Conference ID: 593 231 082#). For further information on the Meeting and how to attend it, please view the Circular.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.