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Red Light Holland Corp. — Proxy Solicitation & Information Statement 2026
Apr 10, 2026
43391_rns_2026-04-10_a10c0977-edc4-4757-a8b2-8c7378273d82.pdf
Proxy Solicitation & Information Statement
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RED LIGHT HOLLAND
Red Light Holland Corp.
ODYSSEY
Trader's Bank Building
1100, 67 Yonge Street
Toronto ON M5E 1J8
Form of Proxy – Annual General and Special Meeting to be held on May 11, 2026
Appointment of Proxyholder
I/We being the undersigned holder(s) of Red Light Holland Corp. (the “Corporation”) hereby appoint Todd Shapiro, Chief Executive Officer, or failing this person, Shimmy Posen, Corporate Secretary (together, the “Management Nominees”).
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees 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 all other matters that may properly come before the Annual General and Special Meeting of Red Light Holland Corp. to be held at the offices of the Corporation located at 1 Adelaide Street East, Unit 801, Toronto, Ontario M5C 2V9 on Monday, May 11, 2026 at 11:00 a.m. (Toronto Time) or at any adjournment thereof.
| 1. Number of Directors. To set the number of directors to hold office at four and, subject to and conditional on the Corporation’s proposed transaction with Filament Health Corp. (the “Transaction”), to set the number of directors of the Corporation as it exists immediately following the completion of the Transaction at five, as more particularly set forth in the accompanying management information circular dated March 25, 2026, prepared for the purpose of the Meeting (the “Circular”). | For | Against | |||
|---|---|---|---|---|---|
| 2. Election of the Red Light Original Slate (as such term is defined in the Circular). | For | Withhold | For | Withhold | |
| a. Todd Shapiro | ☐ | ☐ | b. Brad J. Lamb | ☐ | ☐ |
| c. Michael Galloro | ☐ | ☐ | d. Binyomin Posen | ☐ | ☐ |
| 3. Election of the Combined Slate (as such term is defined in the Circular). | For | Withhold | For | Withhold | |
| a. Todd Shapiro | ☐ | ☐ | b. Brad J. Lamb | ☐ | ☐ |
| c. Michael Galloro | ☐ | ☐ | d. Binyomin Posen | ☐ | ☐ |
| e. Ben Lightburn | ☐ | ☐ | |||
| 4. Re-Appointment of Auditor. To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to re-appoint Clearhouse LLP, as the auditor of the Corporation until the earlier of the close of the next annual meeting of shareholders or their earlier resignation or replacement, and to authorize the board of directors of the Corporation (“the Board”) to fix the auditor’s remuneration. | For | ☐ | ☐ | Withhold | |
| 5. Approval of the Consolidation. To consider, and if thought advisable, to pass, with or without variation, a special resolution authorizing and approving the consolidation of the issued and outstanding common shares in the capital of the Corporation (“Common Shares”) of up to one hundred (100) pre-consolidation Common Shares for one (1) post-consolidation Common Share, with the timing and exact ratio to be determined by the Board at a later date. | For | ☐ | ☐ | Against | |
| 6. Approval of the Name Change. To consider, and if thought advisable, to pass, with or without variation, a special resolution authorizing the Corporation to amend its articles of incorporation to change the name of the Corporation to a name determined by the Board in its sole discretion, as more particularly set forth in the Circular. | For | ☐ | ☐ | Against |
Authorized Signature(s) – This section must be completed for your instructions to be executed.
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, this Proxy will be voted as recommended by Management.
Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.
Signature(s): Date
MM / DD / YY
Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
☐
This form of proxy is solicited by and on behalf of Management. Proxies must be received by 11:00 a.m., EST, on May 7, 2026.
Notes to Proxy
- Each holder has the right to appoint a person or company, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
- If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.
- This proxy should be signed in the exact manner as the name appears on the proxy.
- If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
- 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, this proxy will be voted as recommended by Management.
- The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
- This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
- This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit: https://vote.odysseytrust.com
You will require the CONTROL NUMBER printed with your address to the right.
If you vote by Internet, do not mail this proxy.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.
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. A return envelope has been enclosed for voting by mail.