Green Panda Capital Corp. — Proxy Solicitation & Information Statement 2023

Nov 10, 2023

GREEN PANDA CAPITAL CORP. (the “ Corporation ”)

Annual General and Special Meeting Dec. 4, 2023 at 10:00 AM (Canada/Eastern Standard) 3000-77 King St. W., Toronto, Ontario, M5K 1G8 (the “ Meeting ”)

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

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

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

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

3. If you appoint the 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.

	VOTING METHOD
	INTERNET FACSIMILE MAIL or HAND DELIVERY	Go towww.voteproxyonline.comand enter the 12 digit control number above 416-595-9593 TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

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://www.tsxtrust.com/t/investor hub/forms/investor-insite-registration 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

GREEN PANDA CAPITAL CORP. (the “Corporation”)

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FORM OF PROXY (“PROXY”)

Annual General and Special Meeting Dec. 4, 2023 at 10:00 AM (Canada/Eastern Standard) 3000-77 King St. W., Toronto, Ontario, M5K 1G8

CONTROL NUMBER:

RECORD DATE: Nov. 3, 2023 FILING DEADLINE FOR PROXY: Nov. 30, 2023 at 10:00 AM (Canada/Eastern Standard)

SECURITY CLASS: Common Shares

APPOINTEES

The undersigned hereby appoints Richard (Xin) Zhou, Chief Executive Officer of the Corporation, whom failing Steven Olsthoorn, Chief Financial Officer of the Corporation (the “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,

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors(until the Change of Board Time)	1. Election of Directors(until the Change of Board Time)	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
To pass, with or without variation, an ordinary resolution to elect the following as the directors of the Corporation to hold office until the Change of Board Time(as defined in the accompanyingManagement Information Circular).
	a) Richard(Xin)Zhou
	b) Steven Olsthoorn
	c) Andrew Skafel
	d) Winfield Ding
	e) RodneyIreland
2. Election of Directors(following the Change of Board Time)		FOR						WITHHOLD
To pass, with or without variation, an ordinary resolution to elect the following as the directors of the Corporation to hold office following the Change of Board Time(as defined in the accompanyingManagement Information Circular).
	a) Patrick Cruickshank
	b) GaryLohman
	c) Kevin Hicks
	d) Richard(Xin)Zhou
	e) Kevin Vienneau
3. Consolidation		FOR						AGAINST
To consider and, if deemed appropriate, to pass a special resolution approving the consolidation of the issued and outstanding common shares of the Corporation at a ratio of one post-consolidation common share for every two pre-consolidation common shares.
4. Reappointment of Auditors		FOR						WITHHOLD
To re-appointSegal GCSE LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration.
**5. Name Change **		FOR						AGAINST
To consider and, if deemed appropriate, to pass a special resolution approving an amendment to the Articles of the Corporation to change the name of
the Corporation to Thistle Resources Inc., or such other name as may be determined and acceptable to the board of directors of the Corporation and the applicable regulatory authorities.
6. Stock Option Plan		FOR						AGAINST
To consider and, if deemed advisable, to pass an ordinary resolution approving the stock option plan of the Corporation.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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

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

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