ATEX Resources Inc. — Proxy Solicitation & Information Statement 2020

Feb 26, 2020

VOTING INSTRUCTION FORM

ATEX RESOURCES INC.

MEETING TYPE: MEETING DATE: RECORD DATE: PROXY DEPOSIT DATE: ACCOUNT NO:

ANNUAL AND SPECIAL MEETING THURSDAY, MARCH 26, 2020 AT 10:00 A.M. EDT FOR HOLDERS AS OF FEBRUARY 18, 2020 MARCH 24, 2020 CUID: CUSIP: 04681A105

CONTROL NO.: $\rightarrow$

STEP $2$

APPOINT A PROXY (OPTIONAL)

APPOINTEE(S): Carl Hansen, Thomas Pladsen

IF YOU WISH TO ATTEND THE MEETING OR DESIGNATE ANOTHER PERSON TO ATTEND, VOTE AND ACT ON YOUR BEHALF AT THE MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, OTHER THAN THE PERSON(S) SPECIFIED ABOVE, PRINT YOUR NAME OR THE NAME OF THE OTHER PERSON ATTENDING THE MEETING IN THE SPACE PROVIDED HEREIN. UNLESS YOU INSTRUCT OTHERWISE, THE PERSON WHOSE NAME IS WRITTEN IN THIS SPACE WILL HAVE FULL AUTHORITY TO ATTEND, VOTE AND OTHERWISE ACT IN RESPECT OF ALL MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, EVEN IF THESE MATTERS ARE NOT SET OUT IN THE FORM OR THE CIRCULAR.

PLEASE PRINT APPOINTEE NAME ABOVE

STEP 3	COMPLETE YOUR VOTING DIRECTIONS
	ELECTION OF DIRECTORS: VOTING RECOMMENDATION: FOR ALL THE NOMINEES PROPOSED AS DIRECTORS (FILL IN ONLY ONE BOX "I "PER NOMINEE IN BLACK OR BLUE INK)
01-Carl Hansen	NITHHOLD FOR $\sim$
02-Raymond Jannas	⊔
03-William Jung	$\Box$
04-Thomas Pladsen	Ŀ.
05-Robert Suttie	П

ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY BOLD TEXT OVER THE BOXES (FILL IN ONLY ONE BOX "[ ]" PER ITEM IN BLACK OR BLUE INK)

1 To set the number of directors at five (5).	RECOMMENDATION: FOR AGAINST FOR $\sim$
3 Appointment of DeVisser Gray LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.	RECOMMENDATION: FOR WITHHOLD FOR n п
4 To approve the Company's Stock Option Plan.	RECOMMENDATION: FOR FOR AGAINST n. П
5 To adopt the special resolution to approve the amendment to the Company's Articles and Notice of Articles to create a class of Preferred Shares, without a maximum authorized number, issuable in series, with special rights and restrictions applicable to the class which permit the Board to create series and to attach special rights and restrictions to the Preferred Shares of each series if, as and when created.	RECOMMENDATION: FOR AGAINST FOR	THIS DOCUMENT MUST BE SIGNED AND DATED STEP 4 * ISSUER CONFIRMATION COPY - INFO ONLY *
		INVALID IF NOT SIGNED SIGNATURE(S) M M D D v

WARKHAM, ON L3R 0H9
2601 14TH AVENUE

Toronto, Ontario 199 Bay Street 5300 Commerce Court West

MHEKE:

MHEN:

ATEX RESOURCES INC.

THURSDAY, MARCH 26, 2020 AT 10:00 A.M. EDT

ANNUAL AND SPECIAL MEETING

VOTING INSTRUCTION FORM

AGANAD NVMCONAEB' BC AGE SES
1022 MESL HVSLIMGS SIBEEL' SNILE 300
1022 BESONBCES IMC

REVIEW YOUR VOTING OPTIONS

BEFORE VOTING.

THE ENVELOPE PROVIDED.

BY MAIL: THIS VOTING INSTRUCTION FORM MAY BE RETURNED BY MAIL IN AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501 BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE

REMINDER: PLEASE REVIEW THE MANAGEMENT PROXY CIRCULAR

LIOZZIELNA

PROXY DEPOSIT DATE: MARCH 24, 2020 CONTROL NO.:→ WE NEED TO RECEIVE YOUR VOTING INSTRUCTIONS AT LEAST ONE BUSINESS DAY BEFORE THE PROXY DEPOSIT DATE.

The control number has been assigned to you to identify your shares for voting.

OR MOBILE DATA DEVICE. YOUR CONTROL NUMBER IS

ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER

inability to vote, your shares. your control number to others, you are responsible for any subsequent voting of, or subsequent 9bivong 10 mmot aidt bnes uov bluon? .mmot aidt no tuo tes anoitgo pnitov ent to eno pnizu etov You must keep your control number confidential and not disclose it to others other than when you

Dear Client:

l

L dELS

LOCATED BELOW.

held his being held for securityholders of the above noted issuer.

WON 3TOV

UNA JAIRITAM WEIV OT NAJS

• registered in your name. we, as your intermediary, hold the securities in an account for you and the securities are not direction of the issuer as a beneficial owner of securities. You are a beneficial owner because 1. You are receiving this Voting Instruction Form and the enclosed meeting materials at the
• 1. Votes are being solicited by or on behalf of the management of the issuer.
• materials are being sent at no cost to you, in the language you requested, if available. ezedT ment bisword of vilidiznoqzen nuo ai ii oz ob of beteupen ii bins uov of alsinetam 3. Even if you have declined to receive materials, a reporting issuer is entitled to deliver these
• instructions you provide, unless you elect to attend the meeting and vote in person. to us promptly We will submit a proxy vote on your behalf according to the voting methods) the information requested on this form to provide your voting instructions instructions. Please complete and return (or provide by one of the alternative available with your instructions. We cannot vote for you if we do not receive your voting 4. Unless you attend the meeting and vote in person, your securities can only be voted
  through us as registered holder or proxy holder of the registered holder in accordance
• 1. When you give us your voting instructions, you acknowledge that:
• You are the beneficial owner or are authorized to provide these voting instructions; and
• ou have read the material and the voting instructions on this form.
• 1. You may not present this Voting Instruction Form at the meeting in order to vote.
• /. Io attend the meeting and vote your shares in person:
• Go to ProxyVote.com (if available) and insert the name in the "Change Appointee(s)" section line on the other side of this form, sign and date the form, and return it by mail, or . Write your name or the name of your designate to act on your behalf on the "Appointee"
• on the voting site.

scrutineer or proxy tabulator. be counted. When you or your designate arrive at the meeting, please register with the You, or your designate, as the named." "seximoqual" bemsn sha the more than your vote to

behalf of the body corporate and the address for service of the body corporate. of the body corporate, then name and position of the person giving voting instructions on 9. If these voting instructions are given on behalf of a body corporate, set out the full legal name

require assistance, please contact the person who services your account.

considered correct. listed on the other side of this form, the management proxy circular will be 10. If the items is had in the management proxy circular are different from the items

Consult a legal advisor if you wish of thioding the authority of that person in any way. If you logiers that are lought before the meeting or any adjournment or prosponement thereof.

and present matters to the meeting and any adjournment or postponement thereof, and vote on

the seliment in the space provided will have full authority to attend and otherwise act at, 8. Unless prohibited by law or you instruct otherwise, the Appointee(s) or the person whose

• circular, except in the case of your appointment of an Appointee. instructions as to voiting behind that we have a film (c) may be included on the reverse of this provided by you on this the manifold by you of the manifold by you on this the maniform, the world securities in accordance with the instructions given. In the absence of any specific ¹¹. The Appointen earned in this low mill exercise the voting nights attached to the
• management proxy circular. 12. This Voting Instruction Form should be read in conjunction with the accompanying
• the proxy deposit date or later may not be able to be included in the final tabulation. deadline specified in the management proxy circular. Voting naturations received on at least one business day before the proxy deposit date noted above or the proxy please ensure that the Voting Instruction Form is received by us or voted online 13. To ensure that your instructions are received in sufficient time to be processed,
• may properly come before the meeting or any adjournment thereof. This Voting Instruction Form confers discretionary to with ories on such other business as
• If you have any questions or require help, please contact the person who services your account.
• Disclosure of Information Electing to Receive Financial Statements or Requesting
• By electing to receive the financial statements or requesting meeting materials, your name and Meeting Materials

address may be provided to the reporting issuer (or its agent) for mailing purposes.