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One Bullion Limited Proxy Solicitation & Information Statement 2025

Jan 10, 2025

43523_rns_2025-01-09_61da43cc-5289-414b-b5d9-57d58ca389f0.pdf

Proxy Solicitation & Information Statement

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IMPERIAL GINSENG PRODUCTS LTD.

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on February 4, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominee whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominee listed on the reverse, this proxy will be voted as recommended by Management.
  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 10:00 am PST, Vancouver Time, on January 31, 2025.

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

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.
    1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

  • Go to the following web site: www.investorvote.com
  • Smartphone? Scan the QR code to vote now.

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

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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

021MWB


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Appointment of Proxyholder

I/We being holder(s) of securities of Imperial Ginseng Products Ltd. (the "Company") hereby appoint: Stephen McCoach, or failing this person, Cam Hui (the "Management Nominee")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominee listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder 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 Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, BC V6C 2B5 on February 4, 2025 at 10:00 am, Vancouver Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors (Pre-transaction)
To set the number of directors at three (3) and, following the setting of the number of directors, to elect Stephen McCoach, Maurice Levesque and Cam Hui as directors of the Company to hold office until the earlier of: (i) the closing date of the transaction contemplated by the merger agreement dated September 11, 2024, as amended, among the Company, One Bullion Ltd. an 1000975360 Ontario Inc., which constitutes a reverse takeover transaction, as such term is defined by the policies of the TSX Venture Exchange, (ii) the next annual general meeting of the Company, or (iii) until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company's constating documents.
2. Election of Directors (Pre-transaction)
For Withhold For Withhold For Withhold
01. Stephen McCoach 02. Maurice Levesque 03. Cam Hui
3. Number of Directors (Post-transaction)
To Consider and, if thought fit, to pass, with or with variation, an ordinary resolution to, subject to the completion of the transaction contemplated by the merger agreement dated September 11, 2024, as amended, among the Company, One Bullion Ltd. an 1000975360 Ontario Inc., which constitutes a reverse takeover transaction (the "Transaction"), as such term is defined by the policies of the TSX Venture Exchange: (a) increase the size of the board of directors of the Company (the "Board") from three (3) directors to five (5) directors, and, following the setting of the number of directors post-Transaction, (b) authorize and approve the election of Adam Berk, Arno Brand, Sheldon Inwentash, Adrian Morante and Peter Sheppeard to the Board, to hold office from the closing of the Transaction until the next annual meeting of the shareholders, or until their successors are elected or appointed.
4. Election of Directors (Post-transaction)
For Withhold For Withhold For Withhold
01. Adam Berk 02. Arno Brand 03. Sheldon Inwentash
04. Adrian Morante 05. Peter Sheppeard
5. Appointment of Auditors
To appoint Davidson & Company LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending June 30, 2025 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending June 30, 2025.
6. Adoption of Equity Incentive Plan
To consider and, if thought fit, to pass, with or without variation, an ordinary resolution to terminate the existing stock option plan of the Company and to approve the adoption of a new equity incentive plan for the Company (the "Equity Incentive Plan") upon the closing of the Transaction, as more particularly described in the accompanying management information circular.
Signature of Proxyholder
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominee, this Proxy will be voted as recommended by Management.
Signature(s) Date
MM/DD/YY

Interim Financial Statements - Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail.

Annual Report - Mark this box if you would like to receive the Annual Report and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

021MXE

IGPQ

375982

AR1

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