Meta Growth Corp. — Proxy Solicitation & Information Statement 2020

Sep 25, 2020

META GROWTH CORP. (the “Corporation”)

FORM OF PROXY (“PROXY”)

Special Meeting October 27, 2020, at 11:00 a.m. (EDT) Virtual - LUMI meeting platform at https://web.lumiagm.com/232399830 (the “Meeting”)

RECORD DATE: September 8, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: October 23, 2020, at 11:00 a.m. (EDT)

VOTING METHOD

FILING DEADLINE FOR PROXY:October 23, 2020, at 11:00 a.m. (EDT)	FILING DEADLINE FOR PROXY:October 23, 2020, at 11:00 a.m. (EDT)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company301 - 100 Adelaide Street WestToronto, Ontario,M5H 4H1

The undersigned hereby appoints Mark Goliger, Chief Executive Officer of the Corporation, whom failing Michael Cosic, Chief Financial Officer of the Corporation (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. Arrangement Resolution

To consider, pursuant to the interim order of the Court of Queen's Bench of Alberta dated September 22, 2020 and, if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the information circular and proxy statement of META Growth Corp. dated September 23, 2020 (the “Information Circular”), to approve a plan of arrangement under Section 193 of the Business Corporations Act (Alberta), all as more particularly described in the Information Circular.

FOR AGAINST

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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)

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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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To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

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