Xigem Technologies Corporation — Proxy Solicitation & Information Statement 2020

Dec 22, 2020

10557536 Canada Corp. PROXY

FOR USE AT THE

VIRTUAL ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

January 12, 2021

This proxy is solicited on behalf of the management of 10557536 Canada Corp. (the “ Corporation ”). The undersigned, being a shareholder of the Corporation hereby appoints, Stephen Coates, President of the Corporation, or failing him, Catherine Beckett, Corporate Secretary of the Corporation, or instead of either of them:

Name:________________________________________ and Email:_____________________________________________, as proxyholder for and 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 special meeting of the shareholders of the Corporation to be held on JANUARY 12, 2021 at 11:00 AM EST (the “ Meeting ”), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Corporation recorded in the name of the undersigned as specified herein.

1.FOR □WITHHOLD □Election of Stephen Coates asDirector of the Corporation.2.FOR □WITHHOLD □Election of Robert Kirtlan asDirector of the Corporation.3.FOR □WITHHOLD □Election of Catherine Beckett asDirector of the Corporation.4.FOR □WITHHOLD □Appointment of Clearhouse LLPas auditor of the Corporation forthe ensuing year.5.FOR □AGAINST □Approval of a new stock optionplan.	6.FOR □AGAINST □Consideration of and, if thought fit, pass, with orwithout variation, a special resolution approving asplit of the Corporation’s Common Shares on thebasis of 1.6453 post-Split common shares for eachone (1) currently outstanding Common Share.
	7.FOR □AGAINST □Approval of a change of name of the Corporation toXigem Technologies Corporation.
	8.FOR □AGAINST □Consideration of and, if deemed appropriate, passingof, with or without variation, a special resolution toapprove the amendment to the Corporation’s Articles asdescribed in the accompanying Information Circular.
	9.FOR □AGAINST □Consideration of and, if deemed appropriate, passingof, with or without variation, an ordinary resolution toratify, confirm and approve the Corporation’s amendedand restated By-Law No.1, as more particularlydescribed in the accompanying Information Circular.

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.

To be valid, this proxy must be received by the Corporation’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, Fax Number: 416-350-5008, Email: info@capitaltransferagency.com, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. 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.

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This proxy revokes and supersedes allDATEDthisday of	proxies of earlier date. , 2020.
Signature of Shareholder
Name of Shareholder (Please Print)
	Number of Shares Held

NOTES AND INSTRUCTIONS

THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above-named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.

1. Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation.

2. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.

3. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.

4. If the shareholder appoints any of the persons designated above, including persons other than Management Designees , as proxy to attend and act at the Meeting

(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and

(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.

– Request for Financial Statements –

10557536 Canada Corp. – Fiscal Years 2020 & 2021

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations , registered and beneficial shareholder may elect annually to receive interim (quarterly) financial statements and corresponding management discussion and analysis (“MD&A”) and/or annual financial statements and MD&A.

IF THIS IS AN ADDRESS CHANGE

Please check the box and provide your corrected address below.

PLEASE SEND ME THE FOLLOWING:

If you wish to receive these documents by mail or email, please return this completed form to Capital Transfer Agency in the envelope provided or by email to: info@capitaltransferagency.com.

Annual Financial Statements with MD&A

Interim Financial Statements with MD&A

Rather than receiving financial statements by mail, you may choose to view these documents on the SEDAR website at www.sedar.com.

SHAREHOLDER REGISTRATION

(PLEASE PRINT CLEARLY IN BLOCK LETTERS)

STREET ADDRESS

CITY PROV/STATE POSTAL/ZIP CODE COUNTRY EMAIL

I HEREBY CERTIFY that I am a registered and/or beneficial holder of the Corporation, and as such, request that my name be placed on the Corporation’s Mailing List in respect to its annual and/or interim financial statements and the corresponding MD&A for the current financial year.

SIGNED: ______________________________

DATED: ______________________________