Atha Energy Corp. — Proxy Solicitation & Information Statement 2023

Mar 13, 2023

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ATHA Energy Corp.

Voting Instruction Form (“VIF”) – Extraordinary Meeting of Subscription Receipt Holder to be held on March 31, 2023

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United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2

Appointee(s) Print the name of the person you are appointing if this person is I/We being the undersigned holder(s) of ATHA Energy Corp. hereby appoints Mike someone other than the Management Appointees listed herein: Castanho or failing this person, Morgan Tincher OR

		Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:	Print the name of the person you are appointing if this person is someone other than the Management Appointees listed herein:
as my/our appointee 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 appointee sees fit) and all other matters that may properly come before theExtraordinary Meeting(the “Meeting”) ofATHA Energy Corp.(the “Corporation”) to be held at1250-1066 Hastings St. W, Vancouver, British Columbia, V6E 3X1 at 10:00 a.m. (Vancouver time) on March 31, 2023or at any adjournment thereof.
1. Extraordinary Resolution.To consider and, if deemed advisable, pass an extraordinary resolution (the "Subscription Receipt Agreement Amendment Resolution") to amend the Subscription Receipt Agreement to extend the deadline applicable to the Subscription Receipts until 4:00 p.m. (Vancouver time) on April 30, 2023, all as more fully described in the accompanying management information circular. ForAgainst
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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above,this VIF will be voted as recommended by Management.	Signature(s):		Date / / MM / DD / YY

This form of VIF is solicited by and on behalf of Management. VIFs must be received by 10:00 a.m (Vancouver Time), on March 29 2023.

Notes to VIF

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. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee 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 holders must sign this VIF 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 VIF with signing capacity stated.

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

4. If this VIF 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 VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.

6. The securities represented by this VIF 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 VIF 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 VIF should be read in conjunction with the accompanying documentation provided by Management.

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

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To Vote Your VIF Online please visit: https://login.odysseytrust.com/pxlogin

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

If you vote by Internet, do not mail this VIF.

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.