Saltire Capital — Proxy Solicitation & Information Statement 2023

Jun 8, 2023

FG Acquisition Corp.

(the "Company")

FORM OF PROXY ("PROXY")

Special Meeting

June 29, 2023 at 12:00 p.m. (Toronto time) URL:https://virtual-meetings.tsxtrust.com/1531 (the "Meeting")

RECORD DATE: May 26, 2023 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: June 27, 2023 at 12:00 p.m. (Toronto time)

VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12 digit control number above
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1

The undersigned hereby appoints Larry G. Swets, Jr., whom failing D. Kyle Cerminara (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 -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Amendment to Articles	FOR	AGAINST
To consider, and if deemed appropriate, to approve, with or without variation, a special resolution, the full text of which is set forth in the Company's accompanying management information circular ("Circular"), to alter the articles and notice of articles of the Company, in one or more amendments, to: (i) provide that the Company's Class B shares convert into common shares upon closing of the Company's qualifying acquisition, (ii) create a class of preferred shares, issuable in series, and (iii) remove the Class A restricted voting shares, Class B shares and proportionate voting shares from the authorized capital of the Company following closing of the Company's qualifying acquisition.
2. Adoption of Omnibus Incentive Plan	FOR	AGAINST
To consider, and if deemed appropriate, to approve, with or without variation, conditional upon the closing of the Company's qualifying acquisition, an ordinary resolution, the full text of which is set forth in the Circular, authorizing the board of directors to adopt the omnibus incentive plan substantially in the form described in the Circular and attached as Appendix B to the Circular.
3.Extension of Closing Date	FOR	AGAINST
In respect of the holders of the Class A restricted voting shares only, to consider, and if deemed appropriate, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Circular, to extend the date by which the Company has to consummate a qualifying transaction from July 5, 2023 to July 5, 2024, if necessary.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

Proxy Voting – Guidelines and Conditions

• 1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY .
• 1. 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.
• 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.
• 1. 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 .
• 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 .
• 1. 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 .
• 1. 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.
• 1. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol .

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