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Affinity Metals Corp. Proxy Solicitation & Information Statement 2021

Nov 18, 2021

44090_rns_2021-11-17_2280ac92-b329-4a06-a80a-6654571f94c3.PDF

Proxy Solicitation & Information Statement

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AFFINITY METALS CORP.

(the “Company”)

FORM OF PROXY

Annual General & Special Meeting to be held on December 14, 2021 at 10:30 AM (Vancouver Time) Boardroom, 600 – 890 West Pender Street, Vancouver, BC V6C 1J9

(the “Meeting”)

Proxies must be received by 10:30 AM (Vancouver Time) on December 10, 2020

VOTING METHOD

Proxies must be received by10:30 AM(Vancouver Time) onDecember 10, 2020 Proxies must be received by10:30 AM(Vancouver Time) onDecember 10, 2020
VOTING METHOD
INTERNET Go to**https://css.olympiatrust.com/pxlogin**and enter the 12-digit control number shown on reverse.
EMAIL [email protected]
FACSIMILE (403) 668-8307
MAIL Olympia Trust CompanyPO Box 128, STN MCalgary, AB T2P 2H6Attn: ProxyDept.

The undersigned hereby appoints ROBERT EDWARDS, CEO, President and Director of the Company, or failing him, DARREN BLANEY, CFO and Director, or failing him, KATHLEEN MACINNES, the Company’s solicitor (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, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors

1. Number of Directors FOR AGAINST To set the number of directors to be elected at the Meeting at five (5).   2. Election of Directors FOR WITHHOLD a) Robert Edwards   b) Darren Blaney   c) Kelvin Burton   d) Dennis Edwards   e) Sean Pownall   3. Appointment of Auditors FOR WITHHOLD Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as Auditors of the   Company for the ensuing year and authorizing the Directors to fix their remuneration 4. Continuation of Stock Option Plan FOR AGAINST To consider and if deemed advisable, pass an ordinary resolution, substantially in the form set out in the accompanying   Information Circular, reapproving the continued use of the Company’s stock option plan. 5. Approval of Stock Option Re-Pricing FOR AGAINST To consider and, if deemed advisable, pass an ordinary resolution of disinterested shareholders, substantially in the form set out in the accompanying Information Circular, approving the re-pricing of certain stock options previously   granted to insiders of the Company, as described in the accompanying Information Circular. 6. Transact Any Other Business FOR AGAINST To transact any other business which may properly come before the meeting   This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

2. Election of Directors

3. Appointment of Auditors

4. Continuation of Stock Option Plan

5. Approval of Stock Option Re-Pricing

6. Transact Any Other Business

This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNED This proxy revokes and supersedes all earlier dated proxies andMUST BE SIGNED
PLEASE PRINT NAME Signature of registered owner(s)Date (MM/DD/YYYY)
Request for Financial StatementsIn accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.I am currently a security holder of the Company and as such request the following:
Interim Financial Statements with MD&A –Check the box to theright if you would like toRECEIVEinterim financial statements andaccompanying Management’s Discussion & Analysis by mail. **Annual Financial Statements with MD&A –**Check the box tothe right if you would like to receive the Annual FinancialStatements and accompanying Management’s Discussion andAnalysis bymail.

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Proxy Voting – Guidelines and Conditions

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

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

  1. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management 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.

  2. Each security 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 Company.

  3. The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.

  4. To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

  5. To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date 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.

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