Playground Ventures Inc. — Proxy Solicitation & Information Statement 2021

Jun 29, 2021

PLAYGROUND VENTURES INC.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting Thursday, July 22, 2021 at 10:00 a.m. Eastern Time 217 Queen Street West, Suite 401, Toronto, Ontario, M5V 0R2 (the “Meeting”)

RECORD DATE: June 7, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: Tuesday, July 20, 2021 at 10:00 a.m. Eastern Time

VOTING METHOD

FILING DEADLINE FOR PROXY: Tuesday, July 20, 2021 at 10:00 a.m. Eastern Time	FILING DEADLINE FOR PROXY: Tuesday, July 20, 2021 at 10:00 a.m. Eastern Time
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Chris Irwin, President and CEO of the Company, whom failing Jon Gill, Chairman 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, 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 -

- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -
	RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT		ABOVE THE BOXES
			FOR WITHHOLD FOR WITHHOLD FOR AGAINST FOR AGAINST FOR AGAINST
	1. Election of Directors		FOR			WITHHOLD
		a) Chris Irwin
		b) Jon Gill
		c) Harrison Reynolds
	2. Appointment of Auditor		FOR			WITHHOLD
	Appointment ofJones & O'Connell LLP, Chartered Professional Accountantsas Auditor of the Company for the ensuing year and
	authorizing the Directors to fix their remuneration.
	3. Ratify the Issuance of Common Share Purchase Warrants		FOR			AGAINST
	To consider and, if deemed advisable, to pass, with or without variation, a resolution of the disinterested shareholders of the Company
	ratifying the issuance of certain common share purchase warrants of the Company.
	4. Approval RSU Plan		FOR			AGAINST
	To receive and, if considered advisable, to pass, with or without variation, a resolution of the disinterested shareholders of the Company
	approving the adoption by the Company of a restricted share unit compensation plan and any grants to be made thereunder.
	5. Approve Countervail Transaction		FOR			AGAINST
	To receive and, if considered advisable, to pass, with or without amendment, a resolution of the disinterested shareholders approving the
	proposed related party transaction between the Company and Countervail Games Ltd. (“Countervail”) pursuant to which the Company will acquire all of the issued and outstanding common shares of Countervail.

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 COMPANY.

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.

Request for Financial Statements

In 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:

 [Annual Financial Statements with MD&A ]

• [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

1. 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.

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.

PLAYGROUND VENTURES INC. 2021

1. 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 Company.

2. 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.

3. 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.

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

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

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.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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