Inceptus Capital Ltd. — Proxy Solicitation & Information Statement 2024

Apr 18, 2024

INCEPTUS CAPITAL LTD.

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on May 15, 2024

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

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

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit 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. Your voting instructions will be recorded on receipt of the VIF.

9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

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

12. Please complete, date and sign your form of VIF 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).

VIFs submitted must be received by 10:00 am, Pacific Time, on Monday, May 13, 2024.

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

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To Vote Using the Telephone
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• Call the number listed BELOW from a touch tone telephone.

1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet
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• Go to the following web site:

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• www.investorvote.com

• Smartphone? Scan the QR code to vote now.

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

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

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

CONTROL NUMBER

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Appointee(s)

I/We being holder(s) of securities of Inceptus Capital Ltd. (the OR If you wish to attend in person or appoint “Company”) hereby appoint: Peter Chen, a director and the President someone else to attend on your behalf, and Chief Executive Officer of the Company, or failing this person, Eric print your name or the name of your Lam, the Chief Financial Officer of the Company (the "Management appointee in this space (see Note #3 on Nominees") reverse).

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as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee 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 on Wednesday, May 15, 2024 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors					For	Against
To set the number of Directors at five (5).
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2.Election of Directors	For	Withhold	For	Withhold	For	Withhold	Fold
01. Peter Chen		02. Tony Chan		03. Jason Lan
04. Christopher Twells		05. Lillian Liu
					For	Withhold
3.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

4. 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.

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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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

Signature(s)

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Date

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I C U Q

3 6 3 0 2 5

A R 0