Green Shift Commodities — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

greenshift
COMMODITIES LTD.
GREEN SHIFT COMMODITIES LTD.
O
ODYSSEY
Trader's Bank Building
702, 67 Yonge Street
Toronto ON M5E 1J8

Form of Proxy – Annual General and Special Meeting to be held on June 26, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Green Shift Commodities Ltd. hereby appoint Trumbull Fisher or failing this person, Marty Tunney

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 General and Special Meeting of Green Shift Commodities Ltd. to be held at 401-217 Queen Street West, Toronto, ON M5V 0R2 at 1:00 pm or at any adjournment thereof.

| 1. Election of Directors.
a. Peter Mullens
d. Michael Skutezky | For
☐
☐
☐ | Withhold
☐
b. Trumbull Fisher | For
☐
☐ | Withhold
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c. Marty Tunney | For
☐ | Withhold
☐ |
| --- | --- | --- | --- | --- | --- | --- |
| 2. Appointment of Auditors. To appoint Horizon Assurance LLP, as the Corporation’s auditors and to authorize the directors to fix their remuneration.
3. Approval of Equity Incentive Plan.
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation’s equity-based incentive plan; | | | | | For
☐ | Against
☐ |
| 4. Approval of Share Consolidation.
To consider and, if deemed advisable, to pass, with or without variation, a special resolution approving an amendment to the articles of the Corporation to provide that the authorized capital of the Corporation be altered by consolidating all of the issued and outstanding common shares of the Corporation on the basis of a ratio to be determined by the board of directors of the Corporation (the “Board”), in its sole discretion, within a range of one post-consolidation common share for every five outstanding pre-consolidation common shares, with the exact ratio to be set at a whole number within this range by the Board in its sole discretion | | | | | 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 1:00 pm, Eastern Time, June 24, 2025.

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.
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.