GoGo AI Network Inc — Proxy Solicitation & Information Statement 2022

Dec 1, 2022

Security Class : Common Shares

VINERGY CAPITAL INC.

FORM OF PROXY

Annual General Meeting to be held on Thursday December 22, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. 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.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 am, Pacific Time, on Tuesday, December 20, 2022, 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.

	VOTING METHODS	VOTING METHODS
MAIL or HAND DELIVERY		Endeavor Trust Corporation
		702 – 777 Hornby Street
		Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day		604-559-8908
EMAIL		proxy@transferagent.ca
ONLINE		As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

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VINERGY CAPITAL INC.

Appointment of Proxyholder

I/We, being holder(s) of VINERGY Print the name of the person you are CAPITAL INC. hereby appoint: Alnoor OR appointing if this person is someone other Nathoo, Chairman, Interim CEO and a than the Management Nominees listed director of the Company, or, failing herein. him, Geoffrey Balderson, Chief Financial Officer of the Company,

as my/our proxyholder with full power of substitution, to attend, act and to vote for and on behalf of the shareholder in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) on all matters that may properly come before the Annual General Meeting of shareholders of VINERGY CAPITAL INC. to be held at Suite 1500 – 1055 West Georgia Street Vancouver, BC, V6E 4N7 on Thursday, December 22, 2022 at 11:00 am, Pacific Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXTOVER THE BOXES.

1. Number of Directors For Against To set the number of Directors at five (5). □ □ 2. Election of Directors For Withhold i) ALNOOR NATHOO □ □ ii) SCOTT JACKSON □ □ iii) ARIF MERALI □ □ iv) KEN RALFS □ □ v) CHRISTOPHER P. CHERRY □ □ 3. Appointment of Auditor For Withhold

2. Appointment of Auditor For Withhold To appoint Saturna Group Chartered Professional Accountants LLP, as auditor of the Company for □ □ the ensuing year.

Authorized Signature(s) – This section must be Signature(s) 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 Print Name(s) & Signing Capacity(ies), if applicable instructions are indicated above, this Proxy will be voted as recommended by Management.

__________ Date (MM-DD-YY) THIS PROXY MUST BE DATED

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VINERGY CAPITAL INC.

INTERIM FINANCIAL STATEMENTS

ANNUAL FINANCIAL STATEMENTS

• Mark this box if you would like to receive Interim Financial Statements by mail.

•  Mark this box if you would like to receive Annual Financial Statements by mail.

Financial Statements Request Form

Under securities regulations, a reporting issuer must send annually a form to holders to request the Interim Financial Statements and MD&A and/or the Annual Financial Statements and MD&A. If you would like to receive the report(s) by mail, please make your selection and return to:

Suite 1000 – 409 Granville Street, Vancouver, BC V6C 1T2

Alternatively, you may choose to access the report(s) online at www.sedar.com

VINERGY CAPITAL INC. will use information collected solely for the mailing of such financial statements.

If you wish to receive the financial statements by email, please provide your email address below.

Email Address

• OR -

Please place my name on your financial statement mailing list.

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Apt. Street Number Street Name City Prov. / State Postal / Zip Code

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