Mosaic Capital Corporation — Proxy Solicitation & Information Statement 2021

Apr 14, 2021

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MOSAIC CAPITAL CORPORATION

(the “Company”)

FORM OF PROXY

Annual and Special Meeting to be held on May 6, 2021 3:00 p.m. (Calgary time) Mosaic Capital Corporation’s office – Suite 400, 2424 – 4[th] Street SW, Calgary, Alberta

(the “Meeting”) Proxies must be received by 3:00 p.m. (Calgary time) on May 4, 2021

VOTING METHOD

INTERNET[Go to ][https://css.olympiatrust.com/pxlogin][ and enter the 12 digit control ] number shown on reverse. EMAIL proxy@olympiatrust.com FACSIMILE (403) 668-8307 MAIL Olympia Trust Company PO Box 128, STN M Calgary, AB T2P 2H6 Attn: Proxy Dept.

The undersigned hereby appoints John Mackay, Executive Chair of the Company, or failing him Mark Gardhouse, President and Chief Executive Officer , or failing him, Monty Balderston, Chief Financial Officer of the Company (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, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors	FOR
To fix the number of directors to be elected at the Meeting at not mor	e than seven (7).
2. Election of Directors	FOR
a) John Mackayb) William H. Smithc) Mark Gardhoused) Kevin Adolphee) Gary Benthamf) George Flemmingg) Evan Spiropoulos	
3. Appointment of Auditors	FOR
As to the appointment of PricewaterhouseCoopers LLP as auditors onext annual meeting of the Company, at such remuneration as may	f the Company, to hold office until thebe fixed by the Mosaic board.
4. Securities-Based Compensation Plan	FOR
As to the approval of the Securities-Based Compensation Plan of the	Company in substantially the form 

This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNEDPLEASE PRINT NAMESignature of registered owner(s)Date (MM/DD/YYYY)	This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNEDPLEASE PRINT NAMESignature of registered owner(s)Date (MM/DD/YYYY)	This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNEDPLEASE PRINT NAMESignature of registered owner(s)Date (MM/DD/YYYY)
PLEASE PRINT NAME	Signature of registered owner(s)Date (MM/DD/YYYY)
Request for Financial StatementsIn accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.I am currently a security holder of the Company and as such request the following:
Interim Financial Statements with MD&A –Check the box to theright if you would like toRECEIVEinterim financial statements andaccompanying Management’s Discussion & Analysis by mail.		Annual Financial Statements with MD&A –Check the box tothe right if you would like toDECLINEto receive the AnnualFinancial Statements and accompanying Management’sDiscussionandAnalysis bymail.

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

1. 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.

2. 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 Company.

3. To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

4. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date 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.

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

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