Sparta Capital Management Ltd. — Proxy Solicitation & Information Statement 2020

Dec 21, 2020

SPARTA CAPITAL LTD.

INSTRUMENT OF PROXY

THIS PROXY IS SOLICITED BY THE MANAGEMENT AND WILL BE USED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, DECEMBER 28, 2020

The undersigned holder (the "Shareholder") of common shares ("Shares") in the capital of Sparta Capital Ltd. (the "Corporation") hereby nominates, constitutes and appoints John O'Bireck, President and Director of the Corporation, or, failing him, Peter Quattrociocchi, Chief Executive Officer and Director of the Corporation, or in the place and stead of the foregoing

, as the true and lawful attorney and proxy of the undersigned to attend, act and vote in respect of all Shares of the Corporation held by the Shareholder at the annual and special meeting (the "Meeting") of the shareholders of the Corporation to be held on Monday December 28, 2020, and at any adjournment thereof. The undersigned hereby instructs the said proxy to vote the Shares represented by this Instrument of Proxy in the following manner:

1. TO VOTE FOR ☐ OR AGAINST ☐ (or if no choice is specified FOR)

The resolution fixing the number of directors for the ensuing year at four (4).

1. Election of Directors

(a) ☐ FOR all nominees listed below (except as marked to the contrary below).
(b) ☐ WITHOLDING FROM VOTING for all nominees marked below.

INSTRUCTION: To withhold from voting on any individual nominee, check the box beside the nominee's name in the list below:

FOR or WITHHOLD

Peter Quattrociocchi ☐ ☐ (and if no specification is made, to vote FOR)

John O'Bireck ☐ ☐ (and if no specification is made, to vote FOR)

Martin Marshall ☐ ☐ (and if no specification is made, to vote FOR)

Shawn Leon ☐ ☐ (and if no specification is made, to vote FOR)

1. TO VOTE FOR ☐ OR WITHHOLD FROM VOTING ☐ (or if no choice is specified FOR)

The appointment of Kenway Mack Slusarchuk Stewart LLP, Chartered Accountants, as auditors of the Corporation until the next annual meeting and to authorize the directors to fix their remuneration.

1. TO VOTE FOR ☐ OR AGAINST ☐ (or if no choice is specified FOR)

The resolution in the form included in the Information Circular accompanying this Instrument of Proxy approving the stock option plan for the Corporation.

1. To vote in the discretion of the proxy nominee on any amendments to or variations of matters identified in the notice of Meeting and on any other matters which may properly come before the Meeting.

DATED this __ day of __, 2020.

(Signature of Shareholder)

(Name of Shareholder - Please Print)

Number of Shares represented by this proxy: ____

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NOTES

1. All Shares represented at the Meeting by properly executed proxies will be voted, and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Shares represented by the proxy will be voted in accordance with such specifications. IN THE ABSENCE OF ANY SUCH SPECIFICATIONS, THE MANAGEMENT DESIGNES, IF NAMED AS PROXY, WILL VOTE IN FAVOUR OF ALL THE MATTERS SET OUT HEREIN.

2. If the Shareholder is a corporation, the Instrument of Proxy must be under its corporate seal or under the hand of an officer duly authorized in that behalf.

3. Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, AST Trust Company (Canada) Attn: Proxy Department PO Box 721 Agincourt, Ontario, M1S 0A1 not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting.

4. A blank space has been provided to date the Instrument of Proxy. If the Instrument of Proxy is undated, it will be deemed to bear the date on which it is mailed by the person making the solicitation.

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON (WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION) OTHER THAN JOHN O'BRIRECK AND PETER QUATTROCIOCCHI, THE MANAGEMENT DESIGNES, TO ATTEND AND ACT FOR THE SHAREHOLDER AT THE MEETING. SUCH RIGHT MAY BE EXERCISED BY INSERTING, IN THE BLANK SPACE PROVIDED ABOVE, THE NAME OF THE PERSON TO BE DESIGNATED AND DELETING THE NAMES OF THE MANAGEMENT DESIGNES, OR BY COMPLETION OF ANOTHER PROPER INSTRUMENT OF PROXY.

How to Vote

INTERNET

• Go to www.astvotemyproxy.com
• Cast your vote online

To vote using your smartphone, please scan this QR Code →

To vote by Internet you will need your control number. If you vote by Internet, do not return this proxy.

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to:
  AST Trust Company (Canada)
  P.O. Box 721
  Agincourt, ON M1S 0A1
• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST.

All proxies must be received by 11:00 a.m. (Eastern Time) on Wednesday, December 23, 2020.