Jesmond Capital Ltd. — Proxy Solicitation & Information Statement 2024

May 13, 2024

JESMOND CAPITAL LTD. INSTRUMENT OF PROXY - COMMON SHARES

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 7, 2024 OR ANY ADJOURNMENT THEREOF.

The undersigned holder (the " Shareholder ") of common shares (the " Common Shares ") in the capital of Jesmond Capital Ltd. (the " Corporation "), or their attorney authorized in writing, hereby nominates, constitutes and appoints Stuart Olley, Chief Executive Officer of the Corporation, or failing him, Gordon Chmilar, Chief Financial Officer of the Corporation, or in the place and stead of the foregoing, ________, as proxyholder of the undersigned, with full power of substitution, to act and vote for and on behalf of the undersigned, in respect of all Common Shares held by the undersigned, at the annual general and special meeting of the shareholders of the Corporation to be held at the offices of Gowling WLG (Canada) LLP located at Suite 1600, 421 7[th] Avenue SW, Calgary, Alberta T2P 4K9 at 10:00 a.m. (Calgary time) on June 7, 2024 or any adjournment(s) thereof (the " Meeting "), and without limiting the general authorization and power herein given, to vote on behalf of the undersigned as follows, OR IF NO CHOICE IS SPECIFIED, THEN THE VOTE WILL BE IN FAVOUR OF ALL MATTERS TO BE CONSIDERED AT THE MEETING . SHAREHOLDERS ARE STONGLY ENCOURAGED TO VOTE PRIOR TO THE MEETING.

In order to be effective, this form of proxy, together with the power of attorney or other authority, if any, under which it was signed, must be returned to the Company's transfer agent Alliance Trust Company, either: (i) by mail or hand delivery to Alliance Trust Company, 1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; (ii) by fax within North America at (403) 237-6181; (iii) via email to inquiries@alliancetrust.ca; or (iv) by internet at www.alliancetrust.ca/online-login, not later than 10:00 a.m. (Calgary time) on June 5, 2024, or if the Meeting is adjourned or postponed, by 10:00 a.m. (Calgary time) on the second business day prior to the date on which the Meeting is reconvened. The Shareholder should have this form of proxy in hand when the Shareholder accesses the website as the Shareholder will be prompted to enter the Shareholder's control number.

1. FIXING THE NUMBER OF DIRECTORS FOR AGAINST Fixing the number of directors of the Corporation to be elected at the Meeting for the ensuing year at four (4) members. ) ) 2. ELECTION OF DIRECTORS In respect of the following as directors of the Corporation to hold office until the earlier of: (i) the next annual meeting of the shareholders of the Corporation, or (ii) their successors are elected or appointed: FOR WITHHOLD a) Stuart Olley ) b) Gordon Chmilar ) c) Rupert Williams ) d) Jeremy Woodgate ) ) 3. APPOINTMENT OF AUDITORS FOR WITHHOLD Appointment of Kenway Mack Slusarchuk Stewart LLP, Chartered Accountants, as the auditors of the Corporation for the ) ensuing year and authorizing the directors to fix their remuneration. ) 4. APPROVAL OF THE STOCK OPTION PLAN FOR AGAINST To consider and, if thought advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set ) forth in the accompanying management information circular of the Corporation dated May 3, 2024 (the " Circular "), approving ) the Corporation's Stock Option Plan. 5. APPROVAL OF THE NAME CHANGE RESOLUTION FOR AGAINST To consider, and if deemed appropriate, to pass with or without variation, a special resolution approving an amendment to ) the Articles of the Corporation to change the name of the Corporation to such other name as may be determined and ) acceptable to the Board of Directors of the Corporation in their absolute discretion and as is acceptable to regulatory ) authorities having jurisdiction over the Corporation, as more fully described in the Circular, the full text of which is set forth ) under " Name Change Resolution " in Appendix “A” to the Circular. 6. APPROVAL OF THE SHARE CONSOLIDATION RESOLUTION FOR AGAINST To consider, and if deemed appropriate, to pass with or without variation, a special resolution authorizing the directors of the ) Corporation to, any time prior to the next annual meeting of the Shareholders, in their absolute discretion and if and when the ) Board of Directors of the Corporation deems it appropriate, without further Shareholder approval, approve and effect a ) consolidation of all issued and outstanding Common Shares on the basis of one (1) new Common Share for any number up ) to ten (10) issued and outstanding Common Shares, such final number to be determined by the Board of Directors of the ) Corporation in their absolute discretion and subject to the acceptance of the regulatory authorities having jurisdiction over the ) Corporation, as more fully described in the Circular, the full text of which is set forth under " Share Consolidation Resolution " in Appendix “B” to the Circular.

This Instrument of Proxy is solicited on behalf of the management of the Corporation. The Common Shares represented by this Instrument of Proxy will be voted and, where the shareholder has specified a choice with respect to the above matters, will be voted as directed above or, if no direction is given, will be voted in favour of the above matters.

Each Shareholder has the right to appoint a proxyholder, other than the persons designated above, who need not be a shareholder of the Corporation, to attend and to act for it and on its behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.

[Signature of Shareholder required on next page]

Upon any amendment to or variation of the above matters or on any other matter properly brought before the Meeting, the proxyholder will have the discretion to act in such manner as such proxyholder, in his sole discretion, may determine.

THE UNDERSIGNED HEREBY REVOKES ANY PROXIES PREVIOUSLY GIVEN.

Dated this _ day of _______, 2024. (signature of Shareholder)

(name of Shareholder – please print)

NOTES TO PROXY:

1. This proxy must be dated and the signature of the Shareholder should be exactly the same as the name in which the Common Shares are registered.

2. If this proxy is not dated, it shall be deemed to be dated on the day on which it is mailed.

3. Persons signing as executors, administrators, trustees, etc. should so indicate.

4. If the Shareholder is a company or a corporation, this form of proxy should be under its corporate seal and executed by an officer or attorney thereof duly authorized.

5. Only shareholders of record on May 3, 2024 who complete and deliver a form of proxy in the manner specified and subject to the provisions set out in the Circular will be entitled to have their Common Shares voted at the Meeting. To the extent that a registered Shareholder has transferred the ownership of any Common Shares subsequent to the aforementioned date, the transferee of such Common Shares shall not be entitled to vote such Common Shares unless the transferee produces properly endorsed share certificates, or otherwise establishes that they own the Common Shares and requests, not later than 10 days before the Meeting that their name be included on the shareholder list.

6. This proxy should be read in conjunction with the Circular.

7. In order to be effective, the form of proxy, together with the power of attorney or other authority, if any, under which it was signed, must be: (i) mailed or hand delivered to Alliance Trust Company, 1010, 407 - 2nd Street S.W., Calgary, Alberta, T2P 2Y3; (ii) faxed within North America to (403) 237-6181; (iii) emailed to inquiries@alliancetrust.ca; or (iv) submitted by internet at www.alliancetrust.ca/online-login , not later than 48 hours preceding the time of the Meeting. The Shareholder should have this form of proxy in hand when the Shareholder accesses the website as the Shareholder will be prompted to enter the Shareholder's control number.