Inceptus Capital Ltd. — Proxy Solicitation & Information Statement 2021

Apr 26, 2021

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INCEPTUS CAPITAL LTD.

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on Thursday, May 20, 2021

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

Notes to proxy

1. 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. 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.

3. This proxy should be signed in the exact manner as the name(s) appear(s) 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 in favor or withheld from voting or voted against each of the matters described herein, as applicable, 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 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.

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

9. Please complete, date and sign your form of proxy and return it to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 (facsimile numbers: within North America 1-866-249-7775; outside North America 1-416-263-9524).

Proxies submitted must be received by 10:00 am, Pacific Time, on Tuesday, May 18, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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• Go to the following web site:

• www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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.

Voting by mail or by Internet 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. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Inceptus Capital Ltd. (the “Company”) hereby appoint: Peter Chen, a director and the President and Chief Executive Officer of the Company, or failing this person, Eric Lam, the Chief Financial Officer and Corporate Secretary of the Company (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.

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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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Suite 530, 355 Burrard Street, Vancouver, British Columbia, and by telephone conference on Thursday, May 20, 2021 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.	Election of Directors
For	Withhold	For	Withhold	For	Withhold
01. Peter Chen	02. Tony Chan	03. Jason Lan
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04. Christopher Twells
For	Withhold
2.	Appointment of Auditor
Appointment of Davidson & Company LLP as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
For	Against
3.	Approval of Stock Option Plan
To consider and, if deemed appropriate, approve the Company’s stock option incentive plan (the “Option Plan”) which has been adopted and
implemented by the Board of Directors.
For	Against
4.	Removal Resolution
To consider and if deemed advisable, approve the removal of consequences associated with Inceptus Capital Ltd. not completing a Qualifying
Transaction within 24 months of its listing date in accordance with the policies of the TSX Venture Exchange.
For	Against
5.	Escrow Agreement Resolution
To consider and if deemed advisable, authorize Inceptus Capital Ltd. to enter into a new escrow agreement to effect the new provisions for CPC
escrow agreements set out in the policies of the TSX Venture Exchange.
For	Against	-------Fold

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6. Finder’s Fee Resolution

To consider and if deemed advisable, approve the payment of a finder’s fee to Non-Arms Length Party(ies) (as defined in the Information Circular) of Inceptus Capital Ltd. upon the completion of a Qualifying Transaction in accordance with the policies of the TSX Venture Exchange.

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Signature of Proxyholder Signature(s) Date

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

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I C U Q

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