Badlands Resources — Proxy Solicitation & Information Statement 2021

Dec 10, 2021

Proxy

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

MINERAL MOUNTAIN RESOURCES LTD. (the “Corporation”) TO BE HELD AT Suite 401-1195 West Broadway, Vancouver, British Columbia V6H 3X5 On Thursday, December 30, 2021 at 10:00 a.m. (Vancouver time)

I/We being holder(s) of the Corporation hereby appoint: Nelson W. Baker, the President, Chief Executive Officer and a Director of the Corporation, or failing this person, Barry Coughlan , Executive Chairman and a Director of the Corporation, or in the place of the foregoing, (print the name) ________ as my/our proxyholder with full power of substitution to attend, act and vote for and on my/our behalf in respect of all matters that may properly come before the aforesaid meeting of the holders of the Corporation (the “ Meeting ”) and at every adjournment thereof, to the same extent and with the same powers as if I/We were present at the said Meeting and at any adjournment thereof.

I/We hereby direct the proxyholder to vote the securities of the Corporation recorded in my/our name as specified herein.

I/We hereby revoke any proxy previously given to attend and vote at said Meeting.

SECURITY HOLDER SIGN HERE:______ DATE SIGNED:____________

THIS FORM MUST BE SIGNED AND DATED ABOVE.

THIS PROXY IS NOT VALID UNLESS IT IS SIGNED, IF THIS PROXY IS NOT DATED, IT WILL BE DEEMED TO BEAR THE DATE ON WHICH IT IS MAILED BY MANAGEMENT TO THE HOLDER. SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE.

SEE IMPORTANT VOTING INSTRUCTION, ON REVERSE.

Resolutions

(For full details of each resolution, please see the enclosed Information Circular)

	For	Against	Withhold
1. To determine the number of Directors at six(6)			N/A
2. To elect as Directors,
NELSON W. BAKER		N/A
BARRY COUGHLAN		N/A
BRIAN CORRALL		N/A
BRADLEY BAKER		N/A
TREVOR THOMAS		N/A
TERRENCE LYONS		N/A
3. To appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants, as auditors of the Corporation and authorize the Directors to fix their remuneration.		N/A
4. To pass an ordinary resolution re-approving the Corporation’s amended and restated stock option plan and to reserve for the grant of stock options up to a maximum of 10% of the outstanding shares of the Corporation at the date of grant, as more particularly described in the accompanying Information Circular.			N/A
5. To approve the adoption of a Shareholder Rights Plan as described in the accompanying Information Circular;and			N/A
6. To transact other business as may properly come before the Meetingor anyadjournment thereof.			N/A

INSTRUCTIONS FOR COMPLETION OF PROXY

1. This Proxy is solicited by or on behalf of Management of the Corporation.

2. This form of proxy (“ Instrument of Proxy” ) must be signed by you, the holder , or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative , the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated it will be deemed to bear the date on which it is mailed by Management to the holder.

5. A holder who wishes to attend the Meeting and vote on the resolutions in person may simply register with the scrutineers before the Meeting begins.

6. Every holder has the right to appoint some other person or Corporation 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 Corporation other than the persons designated in the Instrument of Proxy, please strike out the names of those persons named on the Instrument of Proxy and insert the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder.

7. Where no choice is specified by a holder or where both choices are specified with respect to a resolution set out in the Instrument of Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and for auditors as identified in this Instrument of Proxy.

8. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the holder on any ballot of a resolution that may be called for and, if the holder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. If a holder has submitted an Instrument of Proxy, the holder may still attend the Meeting and may vote in person. To do so, the holder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.

9. The securities will be voted by the appointed proxyholder with respect to any amendments or variations to matters identified in the Notice of Meeting or other matters which may properly come before the Meeting, as the proxyholder, in his sole discretion, sees fit.

10. To be represented at the Meeting, proxies must be submitted no later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or adjournment thereof.

12. This proxy confers discretionary authority to vote on such other business as may properly come before the meeting or any adjournment thereof.

To be represented at the Meeting, this proxy must be received at the office TSX Trust Company by mail, fax or email no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays in the City of Vancouver) prior to the time of the Meeting, or adjournment or postponement thereof. The Proxy may be send by mail to:

Proxy Department TSX Trust Company Proxy Department, P.O. Box 721 Agincourt, Ontario M1S 0A1 FAX to (416) 368-2502 or 1-866-781-3111 (toll free in North America) E-mail:proxyvote@astfinancial.com