HYLQ STRATEGY CORP — Proxy Solicitation & Information Statement 2023

Sep 25, 2023

TONY G CO-INVESTMENT HOLDINGS LTD.
(the "Corporation")

Annual and Special Meeting
Monday, October 16, 2023 at 10:00 a.m. (Eastern time)
Irwin Lowy LLP at 217 Queen Street West, Suite 401,
Toronto, Ontario M5V 0R2
(the "Meeting")

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.

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

VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12 digit control number above
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	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

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FORM OF PROXY ("PROXY")
TONY G CO-INVESTMENT HOLDINGS LTD.
(the "Corporation")
CONTROL NUMBER:

Annual and Special Meeting
Monday, October 16, 2023 at 10:00 a.m. (Eastern time)
Irwin Lowy LLP at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2

SECURITY CLASS: COMMON
RECORD DATE: September 8, 2023 FILING DEADLINE FOR PROXY: Thursday, October 12, 2023 at 10:00 a.m. (Eastern time)

APPOINTEES

The undersigned hereby appoints Andrew Parks, Director of the Corporation, whom failing Gediminas Klepackas, Chief Executive Officer, Interim Chief Financial Officer and Director 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 NIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	FOR	WITHHOLD
a) Gediminas Klepackas	☐	☐
b) Andrew Parks	☐	☐
c) Antanas (Tony) Guoga	☐	☐
d) Peter Tutlys	☐	☐
2. Appointment of Auditor	FOR	WITHHOLD
To appoint Mao & Ying LLP as the auditors of the Corporation and to authorize the directors of the Corporation to fix their remuneration.	☐	☐
3. Approval of Stock Option Plan	FOR	AGAINST
To approve and confirm the stock option plan of the Corporation.	☐	☐
4. Amendment to the Articles of the Company – Consolidation	FOR	AGAINST
To consider and, if deemed advisable, pass, with or without variation, a special resolution to amend the articles of incorporation of the Corporation to consolidate each of the issued and outstanding common shares of the Corporation by changing five (5) pre-consolidation common shares of the Corporation into one (1) post-consolidation common share 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)

☐ 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