Ionik Corporation — Proxy Solicitation & Information Statement 2020

Jan 21, 2020

MITHRANDIR CAPITAL CORP. (the “Corporation”)

FORM OF PROXY (“PROXY”)

Special Meeting February 12, 2020 at 10:00 a.m. (Toronto time) 77 King St W, Suite 700 Toronto, Ontario, M5K 1G8 (the “Meeting”)

RECORD DATE: December 24, 2019 CONTROL NUMBER: 416-595-9593 SEQUENCE #: 416-595-9593 FILING DEADLINE FOR PROXY: February 11, 2020 at 10:00 a.m. (Toronto time)

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

The undersigned hereby appoints Chris Schnarr, whom failing Josh Arbuckle (the “Management 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, provided below.

• SEE VOTING GUIDELINES ON REVERSE -

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

1. Number of Directors FOR AGAINST To Set the Number of Directors at 5 (Conditional upon completion of the proposed qualifying transaction with PopReach Incorporated).

2. Election of Directors FOR WITHHOLD a) Chris Schnarr b) Jon Walsh c) Christopher Locke d) Trevor Fencott e) Ron Patterson

3. Change of Name (Conditional upon completion of the proposed qualifying transaction with PopReach Incorporated) FOR AGAINST A change of name of the Corporation to “PopReach Corp.” or such other name as the board of directors of the Corporation may choose, acting in the best interests of the Corporation, is hereby approved.

4. Consolidation of Shares (Conditional upon completion of the proposed qualifying transaction with PopReach Incorporated) FOR AGAINST Consolidation of the issued and outstanding common shares of the Corporation on the basis of eight (8) pre-consolidation common shares for each one post-consolidation common share, or such other ratio as the board may determine, acting in the best interests of the Corporation, up to a maximum of ten (10) pre-consolidation common shares for each one post-consolidation common share, is hereby approved.

5. Change of Address (Conditional upon completion of the proposed qualifying transaction with PopReach Incorporated) FOR AGAINST A change of address of the registered office of the Corporation to 1 University Avenue, 3rd Floor, Toronto, ON, M5J 2P1, is hereby approved.

6. New Stock Option Plan (Conditional upon completion of the proposed qualifying transaction with PopReach Incorporated) FOR AGAINST Adopt a new 20% fixed stock option plan of the Corporation to replace the Corporation’s current stock option plan, if required for compliance purposes by TSX Venture Exchange, is hereby approved.

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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 Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management 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 security 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 Proxies, 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 security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

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