VM Hotel Acquisition Corp. — Proxy Solicitation & Information Statement 2023

Sep 6, 2023

VM Hotel Acquisition Corp. (the “ Corporation ”)

Special Meeting

September 28, 2023 at 9:00 a.m. (Toronto time) URL:https://us02web.zoom.us/j/83168981114?pwd=anptOGJnN W9vUllpN0hTNkQyUElrZz09

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Meeting ID: 831 6898 1114 Password: 180649 (the “ Meeting ”)

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Electronic Delivery

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

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

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

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

3. If you appoint the 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. Each 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 Corporation.

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 security holders of the Corporation.

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 Chairman of the Meeting in his discretion, and the Chairman 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.

	VOTING METHOD
	INTERNET FACSIMILE MAIL or HAND DELIVERY	Go towww.voteproxyonline.comand enter the 12 digit control number above 416-595-9593 TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1

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://www.tsxtrust.com/t/investor hub/forms/investor-insite-registration 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

Web : https://www.tsxtrust.com/t/investor - hub/forms/investor - insite - registration

Email: tsxtis@tmx.com

FORM OF PROXY (“PROXY”) VM Hotel Acquisition Corp. (the “Corporation”)

CONTROL NUMBER:

Special Meeting

September 28, 2023 at 9:00 a.m. (Toronto time) URL: https://us02web.zoom.us/j/83168981114?pwd=anptOGJnNW9vUllpN0hTNkQyUElrZz09 Meeting ID: 831 6898 1114 Password: 180649

SECURITY CLASS: CLASS A Restricted Voting Shares RECORD DATE: August 22, 2023 FILING DEADLINE FOR PROXY: September 26, 2023 at 9:00 a.m. (Toronto time)

APPOINTEES

The undersigned hereby appoints Ian McAuley , whom failing Tom Wenner (the “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,

- SEE VOTING GUIDELINES ON REVERSE -

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

1. Extension Resolution	FOR	FOR	FOR	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST	AGAINST
To approve an ordinary resolution, the full text of which is set forth in Appendix “A” to the accompanying management information circular (the “Circular”), to extend the date by which VM Hotel Acquisition Corp. is required to consummate a qualifying acquisition from September 30, 2023 to February 29, 2024, all as more particularly described in the Circular.

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

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)