Issue

1933 Industries Inc.

Form of Proxy - Adjourned Extraordinary Meeting of Holders of 10% Senior Unsecured Convertible Debentures Due September 14, 2022 to be held on July 13, 2022

United Kingdom Building

323 - 409 Granville St

Vancouver, BC V6C 1T2

Appointment of Proxyholder

Print the name of the person you are appointing if this person

I/We being the undersigned holder(s) 10% Senior Unsecured Convertible Debentures Due

OR

is someone other than the Management Nominees listed herein:

September 14, 2022 of 1933 Industries Inc. hereby appoint Paul Rosen or failing this

person, Marion McGrath

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 Extraordinary Meeting of Holders of 10% Senior Unsecured Convertible Debentures Due September 14, 2022 of 1933 Industries Inc. to be held at in a Virtual Setting Only via ZOOM as set out in the accompanying Management Information Circular on July 13, 2022 at 9:00 a.m. (PST) or at any adjournment thereof.

1. Extraordinary Resolution: To consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution

For

Against

("Conversion Resolution") in the form attached as Appendix "A-1" to the Circular, approving a reduction to the conversion price applicable

to the Debentures from $0.10 to $0.05 per share;

2. Extraordinary Resolution: To consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution

For

Against

("Interest Conversion Resolution") in the form attached as Appendix "A-2" to the Circular, authorizing the reduction of the conversion price

applicable to interest due on the Debentures, the event where the Company elects to pay such interest through the issuance of common

shares of the Company, from $0.10 to $0.075 per share;

3. Extraordinary Resolution: To consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution

For

Against

("Accelerated Conversion Resolution") in the form attached as Appendix "A-3" to the Circular, approving an amendment to the price of

which the Company may require a forced conversion of the Debentures from $0.15 to $0.10 per share, such conversion to be made at the

amended Conversion Price of $0.075 per share;

4. Extraordinary Resolution: To consider, and if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution (the

For

Against

"Maturity Resolution") in the form attached as Appendix "A-4" to the accompanying management information circular (the "Circular")

accompanying this Notice of Extraordinary Meeting of Debentureholders, approving an extension to the maturity date for the Debentures

from September 14, 2022 to December 31, 2023;

Signature(s):

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.

Date

/ /

MM / DD / YY

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

Proxies must be received by 9:00 am, PST, on July 11, 2022.

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 Extraordinary Meeting of Holders of 10% Senior Unsecured Convertible Debentures Due September 14, 2022. 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.

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

To Vote Your Proxy Online please visit:

http://odysseytrust.com/Transfer-Agent/Loginand click

on . You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mailthis proxy.

To request the receipt of future documents via email, you may do so online when voting your proxy.

Registered shareholders may request access to Securityholder Online services 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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Disclaimer

1933 Industries Inc. published this content on 27 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2022 17:14:08 UTC.