Sportscene Group Inc. — Proxy Solicitation & Information Statement 2021

Dec 16, 2021

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Form of Proxy Special Meeting of Shareholders Wednesday, January 12, 2022

Appointment of proxyholder

I/We, being holder(s) of Class A Shares of SPORTSCENE GROUP INC. (the “Corporation”), hereby appoint: NELSON GENTILETTI, or, failing him, CAROLINE PEDNEAULT, or

Name: ______ Email: __________ Print the name and email of the person you are appointing if this person is someone other than the individuals listed above

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

_________ ______

Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by January 10, 2022 at 10:00 a.m. (Eastern Time).

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Special Meeting of Shareholders of the Corporation to be held virtual format only via live webcast at 10:00 a.m. (Eastern Time) on Wednesday, January 12, 2022, (the “ Meeting ”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

If completing the appointment box above and your proxyholder intends on attending online you MUST fill out the online registration form by January 10, 2022 at 10:00 a.m. (Eastern Time) available at https://bit.ly/3GuSlm7 with the requested information, i.e., their full name (or legal name in the case of a corporation) and their email address, in order to be provided with a link to the Meeting platform.

Management recommends voting FOR the following resolution.

1. Amalgamation Resolution

To consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set out in Schedule A to the accompanying management proxy circular (the “ Circular ” ), to approve an amalgamation under Section 181 of the Canada Business Corporations Act between the Corporation and two newly incorporated entities that are subsidiaries of 13401537 Canada Inc., the whole as more fully described in the Circular.

AGAINST

Proxy Form – Special Meeting of Shareholders of SPORTSCENE GROUP INC. (the “Corporation”) to be held on January 12, 2022 (the “Meeting”)

How to Vote

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of the Corporation’s Management.

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INTERNET TELEPHONE

• Go to www.astvotemyproxy.com Use any touch-tone phone, call toll

• • Cast your vote online free in Canada and United States • View Meeting documents 1-888-489-7352 and follow the voice instructions

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

MAIL, FAX OR EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company P.O. Box 721 Agincourt, Ontario M1S 0A1

• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to bear the date on which it is mailed by management to you.

VIRTUAL MEETING

To attend the Meeting, registered shareholders and proxyholders MUST OBTAIN, prior to the Meeting, a link to the Meeting platform by filing out the online registration form by January 10, 2022 at 10:00 a.m. (Eastern Time) available at https://bit.ly/3GuSlm7, and must log in to such platform by following the instructions set forth in the Circular.

All proxies must be received by January 10, 2022 at 10:00 a.m. (Eastern Time).