Trillium Acquisition Corp. — Proxy Solicitation & Information Statement 2024

Aug 15, 2024

TRILLIUM ACQUISITION CORP. (the " Company ")

Annual General and Special Meeting Sept. 6, 2024 at 02:30 PM (Canada/Eastern Standard) Meeting ID: 272 766 945 368 Password: actypK Meeting Link: https://www.microsoft.com/en-ca/ microsoft-teams/join-a-meeting (the " Meeting ")

Electronic Delivery

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the 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.

4. 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.

5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Company.

6. 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 securityholders of the Company.

7. 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 Proxy, 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 Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1. After you vote online at www.voteproxyonline.com using your control number.

2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

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----- Start of picture text ----- VOTING METHODInternet Go to www.voteproxyonline.com and enter the 12 digitcontrol numberFACSIMILE 416-595-9593MAIL or HAND TSX Trust CompanyDELIVERY 301-100 Adelaide Street WestToronto, Ontario, M5H 4H1----- End of picture text -----

Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.

For assistance,	please contact TSX TRUST INVESTOR SERVICES.
Mail:	301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:	1-866-600-5869
Email:	tsxtis@tmx.com

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FORM OF PROXY (“PROXY”)

TRILLIUM ACQUISITION CORP.

(the " Company ")

CONTROL NUMBER: «CONTROL_NUMBER»

Annual General and Special Meeting Sept. 6, 2024 at 02:30 PM (Canada/Eastern Standard) Meeting ID: 272 766 945 368 Password: actypK Meeting Link: https:// www.microsoft.com/en-ca/microsoft-teams/ join-a-meeting SECURITY CLASS: Common Shares RECORD DATE: Aug. 7, 2024 FILING DEADLINE FOR Sept. 4, 2024 at 02:30 PM PROXY: (Canada/Eastern Standard)

APPOINTEES

The undersigned hereby appoints Kelly Hanczyk, Chief Executive Officer whom failing Theodore Manziaris, Director (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 -

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----- Start of picture text ----- RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES1. Number of Directors FOR AGAINST 2. Election of Directors FOR WITHHOLDTo set the number of Directors at 5 A) Kelly HanczykB) Theodore ManziarisC) Deborah BellD) David Davies3. Second Election of Directors FOR WITHHOLD 4. Appointment of Auditor FOR WITHHOLDUpon completion of the Transaction (as such Richter LLP approved as auditor of theterm is defined in the Management Company until completion of the Transaction,Information Circular), Rob Geremia and Ryan whereby the Company shall then appointBazant will be appointed to the board of Crowe McKay LLP as the auditor for thedirectors of the Company to replace Deborah Company.Bell and David Davies.A) Rob GeremiaB) Ryan Bazant5. Rolling Stock Option Plan FOR AGAINST 6. Board Authorization to Increase Board FOR AGAINSTAn ordinary resolution of shareholders of the SizeCompany that the Company’s 10% rolling By special resolution, the shareholders of thestock option plan be approved, and that in Company authorize the board of directors ofconnection therewith a maximum of 10% of the Company to increase the size of the boardthe issued and outstanding common shares in of directors by up to one-third via directors'the capital of the Company at the time of each resolution.grant be approved for granting as options.7. Name Change FOR AGAINST 8. Consolidation FOR AGAINSTBy special resolution, the articles of the By special resolution, the board of directors ofCompany are amended to change the name of the Company, subject to receipt of allthe Company to such name as the board of regulatory approvals including from the TSXdirectors, in its sole discretion, deems Venture Exchange, be and is herebyappropriate, in connection with the proposed authorized to consolidate the total number ofTransaction. issued and outstanding common shares in thecapital of the Company, in connection with theproposed Transaction, of the Company, at ratioof one post-consolidation common share for upto 40 pre-consolidation common shares. Theexact ratio of consolidation of Common Sharesof the Company to be determined by theBoard in its sole discretion within thestipulated range.----- End of picture text -----

The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s)

Date(MM/DD/YYYY)

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.

Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management’s Discussion and Analysis.

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593