Zimtu Capital Corp. — Proxy Solicitation & Information Statement 2024

Jun 13, 2024

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ZIMTU CAPITAL CORP.

United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2 Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

Form of Proxy – Annual General and Special Meeting to be held on Wednesday, July 10, 2024

Appointment of Proxyholder

I/We being the undersigned holder(s) of Zimtu Capital Corp. hereby appoint Jody Bellefleur, CFO of the Company or failing this person, Kevin Bottomley, director of the OR Company

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Zimtu Capital Corp. to be held at Suite 1450 -789 West Pender Street, Vancouver, British Columbia V6C 1H2 at 10:00 a.m. (Pacific Standard Time) or at any adjournment thereof.

ha at	ve been g Suite 145	ive 0 -	n, as the pr 789 West P	oxyholder sees fit) ender Street, Van	and all other matters that ma couver, British Columbia	y properly come before the V6C 1H2 at 10:00 a.m. (Pa	Annual General and Special M cific Standard Time)or at any	eeting of Zimtu Capital C adjournment thereof.	orp. to be held
								For	Against
**1. **	Number	of	Directors.	To set the number	of directors to be elected at the Meeting to at four (4).
2	Elti	f	Dit	For	Withhold	For	Withhold	For	Withhold

**2. **	Election	of Directors.	For	Withhold			For	Withhold
	a.	Chris Grove			b.	Sean Charland			c.	Kevin Bottomley
	d.	Robert Leckie

For	Withhold
For	Against

3. Appointment of Auditors. Appointment of WDM, Chartered Professional Accountants, as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

4. Approval of Amendment of 2022 Equity Incentive Plan. To consider and, if thought fit, to pass, with or without amendment, an ordinary resolution, which must be approved by a simple majority of the votes cast by Shareholders (with directors, officers and 10% shareholders being excluded from voting), to approve an increase in the number of common shares of the Company issuable pursuant to the Company’s 2022 Equity Incentive Plan from 10,420,160 to 12,682,660 shares, being the number equal to 20% of the issued and outstanding common shares as at June 7, 2024, or such other number of common shares as may be permitted by the TSX Venture Exchange, as further described in the information circular.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

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 as recommended by Management.

Signature(s):

Date / /

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

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

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

Proxies must be received by 10:00 a.m., Pacific Standard Time, on Monday, July 8, 2024.

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 General 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.

2. 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.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. 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.

6. 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.

7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit:

http://odysseytrust.com/Transfer-Agent/Login and click on

. 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.

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