Principal Technologies Inc. — AGM Information 2023

Nov 20, 2023

PRINCIPAL TECHNOLOGIES INC. (the " Corporation ")

Annual General and Special Meeting Dec. 12, 2023 at 09:30 AM (Canada/Pacific Standard) Suite 3123, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1 (the " Meeting ")

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE 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 indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the 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. The securityholder has a right to appoint a person or company to represent the securityholder at the meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder 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 securityholders 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 Proxy, 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 holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the 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.

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1. After you vote online at www.voteproxyonline.com using your control number.

2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

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----- Start of picture text ----- VOTING METHODInternet Go to www.voteproxyonline.com and enter the 12 digitcontrol numberFACSIMILE 416-595-9593MAIL or HAND TSX Trust CompanyDELIVERY 301-100 Adelaide Street WestToronto, Ontario, M5H 4H1----- End of picture text -----

Investor inSite

TSX Trust Company offers at no cost to 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 holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.

For assistance,	please contact TSX TRUST INVESTOR SERVICES.
Mail:	301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:	1-866-600-5869
Email:	tsxtis@tmx.com

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FORM OF PROXY (“PROXY”)

PRINCIPAL TECHNOLOGIES INC. (the " Corporation ") CONTROL NUMBER: «CONTROL_NUMBER» Annual General and Special Meeting Dec. 12, 2023 at 09:30 AM (Canada/Pacific Standard) Suite 3123, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1 SECURITY CLASS: Common Shares RECORD DATE: Oct. 30, 2023 FILING DEADLINE FOR Dec. 8, 2023 at 09:30 AM PROXY: (Canada/Pacific Standard)

CONTROL NUMBER: «CONTROL_NUMBER»

APPOINTEES

The undersigned hereby appoints Alicia Krywaniuk, Management Nominee whom failing Gordon Keep, Management Nominee (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,

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors	FOR	AGAINST	2. Election of Directors	FOR	WITHHOLD
To set the number of Directors at 3			A) Gerald Trent
			B) His Serene Highness Prince Alfred of
			Liechtenstein
			C) Dr. Leopold Specht
3. Appointment of AuditorAppointment of DMCL LLP, CharteredProfessional Accountants as Auditor of theCorporation for the ensuing year andauthorizing the Directors to fx theirremuneration.	FOR	WITHHOLD	4. Approval and Adoption of New StockOption PlanTo consider and, if thought ft, to pass anordinary resolution to approve and adopt anew 20% fxed stock option plan for theCompany, as described in the management	FOR	AGAINST
			information circular dated October 30, 2023.
5. Approve Conditional Stock Options	FOR	AGAINST
To consider and, if thought ft, to pass an
ordinary resolution to approve the granting of
2,125,000 conditional stock options at a price
of $0.12 per share to Gerald Trent, ChiefExecutive Ofcer, as described in the
management information circular dated
October 30, 2023.

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

Signature of registered owner(s)

Date(MM/DD/YYYY)

PLEASE PRINT NAME