Transition Opportunities Corp. — Proxy Solicitation & Information Statement 2023

Mar 20, 2023

Form of Proxy – Annual General and Special Meeting to be held on April 17, 2023 Trader's Bank Building

Appointment of ProxyholderI/We being the undersigned holder(s) of Transition Opportunities Corp.(the"Corporation")hereby appoint John Pantazopoulos, President, CEO & CFO,this person, Xiaodi Jin, Corporate Secretary	ORor failing	Print the name of the person you are appointing if this personis someone other than the Management Nominees listed herein:
as my/our proxyholder with full power of substitution and toattend, act, and tovote for and on behalf of the holder in accordance with the following direction (or if no directionshave been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and SpecialMeeting of Transition Opportunities Corp.tobe held viaor at any adjournment thereof.WebEx at 10:00 a.m. (Calgary time) on April 17, 2023
1.Number of Directors. To fixthe number of directors to be elected at the Meeting to at four	(4).	AgainstFor
ForWithhold2. Election of Directors.	For	WithholdForWithhold
a.b.John PantazopoulosXiaodi Jin		c.Kevin Staveley
d.Jeff Davison
Appointment of Auditors. To re-appoint MNP LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year3.at such remuneration as may be fixed by the boardof directors of the Corporation.		ForWithhold
4.Stock Option Plan. Toconsider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which isset forth in the information circular, approving the Corporation's existing stock option plan.		ForAgainst
Authorized Signature(s) –This section must be completed for your	Signature(s):	Date
instructions to be executed.
I/weauthorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above, this Proxy will be voted as recommended by Management.		//MM / DD / YY
Interim Financial Statements –Check theboxto the rightif youwould like to DECLINE to receiveInterim Financial Statements andaccompanying Management's Discussion & Analysis by mail.Seereverse for instructions to sign up for delivery by email.	Annual Financial Statementsif you would like to DECLINEmail.	–Check thebox to the rightthe Annual Financial Statementsand accompanying Management's Discussion and Analysis by

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:00 a.m., Calgary time, on April 13, 2023.

Notes to Proxy

• 1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
• 1. 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.
• 1. This proxy should be signed in the exact manner as the name appears on the proxy.
• 1. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin. 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

www.odysseycontact.com

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.

VANCOUVER

United Kingdom Building 350 – 409 Granville Street Vancouver BC V6C 1T2

CALGARY

Stock Exchange Tower 1230 – 300 5th Avenue SW Calgary AB T2P 3C4

TORONTO

Trader's Bank Building 702, 67 Yonge Street, Toronto ON M5E 1J8

Shareholder Address and Control Number Here