Aston Bay Holdings Ltd. — Proxy Solicitation & Information Statement 2021

Mar 26, 2021

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on April 22, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. 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(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have 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 or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Proxies submitted must be received by 11:00 am, Eastern Time, on Tuesday, April 20, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone
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• Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet
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To Receive Documents
Electronically
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• Go to the following web site: • You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting

• • Smartphone? www.investorcentre.com. Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of Aston Bay Holdings Ltd. (the OR Print the name of the person you are “Company”) hereby appoint: Thomas Ullrich, the Chief Executive Officer of appointing if this person is someone the Company, or failing this person, Dwight Walker, the Chief Financial Officer other than the Management of the Company (the "Management Nominees") Nominees listed herein.

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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 on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 80 Richmond Street West, Suite 204, Toronto, Ontario on Thursday, April 22, 2021 at 11:00 am, Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors			For	Against
To set the number of Directors at 5.
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2.Election of Directors For Withhold	For	Withhold	For	Withhold	Fold
01. Jan-Eric Back 02. Michael Dufresne		03. Jessie Liu-Ernsting
04. Ian McPherson 05. Thomas Ullrich
			For	Withhold
3.Appointment of Auditors
Appointment of MNP LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
4.Annual Approval of the Stock Option Plan			For	Against
To give annual approval to the Company’s Stock Option Plan, the details of which are set out in	the	Company’s Management Information Circular
dated March 19, 2021.
5.Option Agreement Resolution			For	Against
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the option agreement between the
Company, American West Metals Limited and Tornado Metals Ltd. dated March 9, 2021, all as more particularly described in the Company’s					-------
Mt Ifti Cil dtd Mh 19 2021					Fold

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the option agreement between the Company, American West Metals Limited and Tornado Metals Ltd. dated March 9, 2021, all as more particularly described in the Company’s Management Information Circular dated March 19, 2021.

Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

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Date

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