Balmoral Resources Ltd. — Merger & Acquisition 2020

Apr 3, 2020

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed or submitted to the Depositary. If you have any questions or require more information with regard to the procedures for completing this Letter of Transmittal, please contact the Depositary Toll Free (North America) at 1-866-600-5869 or Outside of North America at 416-342-1091. You can email the Depositary at tmxeinvestorservices@tmx.com.

LETTER OF TRANSMITTAL WITH RESPECT TO THE COMMON SHARES OF BALMORAL RESOURCES LTD.

This Letter of Transmittal is for use by registered holders (“ Balmoral Shareholders ”) of common shares (the “ Balmoral Shares ”) of Balmoral Resources Ltd. (“ Balmoral ”) in connection with the proposed plan of arrangement (the “ Arrangement ”) involving the acquisition of all of the outstanding Balmoral Shares by Wallbridge Mining Company Limited (“ Wallbridge ”), which is to be considered at the special meeting of Balmoral Shareholders to be held on May 7, 2020, or any adjournment(s) or postponement(s) thereof (the “ Meeting ”).

Balmoral Shareholders are referred to the Notice of Special Meeting and Management Information Circular (the “ Circular ”) dated March [27], 2020 prepared in connection with the Meeting that accompanies this Letter of Transmittal. The terms and conditions of the Arrangement are incorporated by reference in this Letter of Transmittal and capitalized terms used but not defined in this Letter of Transmittal that are defined in the Circular have the meaning set out in the Circular. You are encouraged to carefully review the Circular in its entirety.

TSX TRUST COMPANY (THE “DEPOSITARY”) (SEE BELOW FOR ADDRESS AND TELEPHONE NUMBER) OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal is for use by Balmoral Shareholders only and is not to be used by beneficial holders of Balmoral Shares (“Beneficial Shareholders”). A Beneficial Shareholder does not have Balmoral Shares registered in its name; rather, such Balmoral Shares are held by an intermediary on its behalf. If you are a Beneficial Shareholder you should contact your intermediary for instructions and assistance.

On the Effective Date, all right, title and interest of the Balmoral Shareholders in the Balmoral Shares will be transferred to Wallbridge and the Balmoral Shareholders (other than Dissenting Shareholders) will be entitled to receive, in exchange for each Balmoral Share, 0.71 fully paid and non-assessable common shares in the capital of Wallbridge (each whole share a “Wallbridge Share”). Subject to: the approval of the Arrangement by the Balmoral Shareholders, section 288 of the Business Corporations Act , (British Columbia), S.B.C. 2002, c. 57, as amended and certain other conditions described in the Circular, the Effective Date is anticipated to be as soon as reasonably practicable following the receipt of the Final Order, which is expected to be obtained on or around May 13, 2020. See the Circular for details.

Balmoral Shareholders are not entitled to receive fractional Wallbridge Shares in connection with the Arrangement, and no cash or other consideration will be paid in lieu thereof. The number of Wallbridge Shares to be issued to Balmoral Shareholders under the Plan of Arrangement shall be rounded down to the nearest whole Wallbridge Share.

In order for Balmoral Shareholders to receive Wallbridge Shares for their Balmoral Shares, Balmoral Shareholders are required to deposit the share certificates or DRS Advices representing the Balmoral Shares held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all share certificates or DRS Advices for Balmoral Shares deposited for Wallbridge Shares (the “ Deposited Shares ”) pursuant to the Arrangement.

Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Balmoral Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner.

Please note that the delivery of this Letter of Transmittal, together with your Balmoral Share certificate(s) or DRS Advice(s), does not constitute a vote in favor of the Arrangement. To exercise your right to vote at the Meeting you must attend the Meeting in person or online, or complete and return the form of proxy that accompanied the Circular to Balmoral’s transfer agent and registrar, Computershare Investor Services Inc. (the “Transfer Agent”), all in accordance with the directions set forth in the Circular.

DIRECTION

TO: TSX TRUST COMPANY at the office set out herein AND TO: BALMORAL RESOURCES LTD. AND TO: WALLBRIDGE MINING COMPANY LIMITED

In connection with the Arrangement being considered for approval at the Meeting, the undersigned hereby deposits with the Depositary the enclosed share certificate(s) or DRS Advice(s) representing Deposited Shares, details of which are as follows:

Certificate or DRS AdviceNumber(s)	Name(s) in which Registered	Number of Shares Representedby Certificate or DRS Advice
TOTAL

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.)

REPRESENTATIONS AND WARRANTIES

The undersigned hereby represents and warrants to Balmoral, the Depositary and Wallbridge that:

• the undersigned is the registered owner of the Deposited Shares and has full power and authority to deposit, sell, assign and transfer such Deposited Shares and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Deposited Shares, or any interest therein, to any other person;

• the undersigned, or the person on whose behalf the Deposited Shares are being deposited, has good title to and is the beneficial owner of the Deposited Shares, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others;

• the undersigned has the full power and authority to execute and deliver this Letter of Transmittal and all information inserted into this Letter of Transmittal by the undersigned is complete and accurate;

• the delivery of Balmoral Shares by the undersigned under this Letter of Transmittal does not violate any laws applicable to the undersigned; and

• unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary prior to the Effective Date, the undersigned will not, prior to such time, transfer or permit to be transferred any of its Balmoral Shares.

The above-listed share certificates or DRS Advices are hereby surrendered in exchange for share certificates or DRS Advices representing Wallbridge Shares on the basis of 0.71 of a Wallbridge Share for every one existing Balmoral Share (no fractional Wallbridge Shares shall be issued and no cash or other consideration will be paid in lieu thereof).

Balmoral Shareholders who do not deliver their share certificates or DRS Advices representing Balmoral Shares and all other documents required by the Depositary on or before the sixth anniversary of the Effective Date shall lose their right to receive Wallbridge Shares and will not be paid any cash or other compensation.

The undersigned hereby covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the deposit of the Deposited Shares.

The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Balmoral Shares being transmitted. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the transmitted Balmoral Shares.

The undersigned understands and acknowledges that the Wallbridge Shares to be received by it pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘ Securities Act’’ ), or any state securities laws and are being issued in reliance on the exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act. The issuance of the Wallbridge Shares shall be exempt from, or not subject to, U.S. state securities, or ‘‘blue sky’’ laws. Upon issuance, the Wallbridge Shares will be transferable without restriction under the Securities Act, except by persons who are ‘‘affiliates’’ (as such term is defined under Rule 144 of the Securities Act) of Wallbridge as of the time of such resale, or were ‘‘affiliates’’ of Wallbridge within 90 days prior to such time. Persons who may be deemed to be ‘‘affiliates’’ of an issuer generally include individuals or entities that, directly or indirectly, control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Wallbridge Shares by an affiliate (or former affiliate) may be subject to the registration requirements of the Securities Act, absent an exemption therefrom, as more fully described in the Circular .

If the Arrangement is not completed or proceeded with, the enclosed share certificate(s) or DRS Advices in respect of the Deposited Shares and all other ancillary documents will be returned forthwith to the undersigned

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at the address set out below or, if no instructions are given, to the address if any, of the undersigned as appears on the share register maintained by the Transfer Agent.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of you shall be deemed to have required that any contract in connection with the delivery of the Wallbridge Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’utilisation d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente letter d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

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----- Start of picture text ----- BOX APAYMENT AND DELIVERY INSTRUCTIONS ISSUE the Wallbridge Shares in the form of ashare certificate in the name of: ISSUE the Wallbridge Shares in the form of aDRS Advice in the name of:(please print or type) (Name)(Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone – Business Hours)(Email Address – Complete to receive electronic/pdf copy ______________________________of DRS Advice)----- End of picture text -----

BOX B

SPECIAL DELIVERY INSTRUCTIONS

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----- Start of picture text ----- To be completed ONLY if the Wallbridge Shares to which theundersigned is entitled under the Arrangement is to be sent tosomeone other than the person shown in Box A or to anaddress other than the address shown on Box ASame address as Box A; or(Signature of Shareholder or authorized representative)(Signature of any joint holder) (City and Province or State) (Country and Postal (Zip) Code) (Telephone – Business Hours)----- End of picture text -----

BOX C – SPECIAL PICK-UP INSTRUCTIONS

Due to the current COVID-19 pandemic situation, pick-up at the offices of the Depositary will not be available from the Effective Date until the time the offices of the Depositary are re-opened to the public.

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----- Start of picture text ----- BOX D – SIGNATURE GUARANTEE BOX E – SIGNATURESignature guaranteed by(if required under Instruction 3): Dated:Signature:Authorized SignatureName of Guarantor (please print or (Street Address and Number)type)Address (please print or type) (Signature of any joint holder)Area Code and Telephone Number (Name of Shareholder)(Name of authorized representative)----- End of picture text -----

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INSTRUCTIONS

1. Use of Letter of Transmittal

• (a) Balmoral Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

• (b) This Letter of Transmittal duly completed and signed (or an originally signed facsimile copy thereof) together with accompanying share certificates or DRS Advices representing the Balmoral Shares and all other required documents must be sent or delivered to the Depositary at the address set out on the back of this Letter of Transmittal.

• (c) The method used to deliver this Letter of Transmittal and any accompanying share certificates or DRS Advices representing Balmoral Shares and all other required documents is at the option and risk of the Balmoral Shareholder, and delivery will be deemed effective only when such documents are actually received by the Depositary. Balmoral recommends that the necessary documentation be delivered to the Depositary at the address set out on the back of this Letter of Transmittal, via registered mail with return receipt requested, and properly insured. Balmoral Shareholders whose Balmoral Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Balmoral Shares. Delivery to an address other than to the specified address does not constitute delivery for this purpose.

• (d) Balmoral reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.

2. Signatures

• (a) This Letter of Transmittal must be completed and signed by the holder of Balmoral Shares or by such holder’s duly authorized representative.

• (b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying share certificate(s) or DRS Advice(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such share certificate(s) or DRS Advice(s) without any change whatsoever, and the share certificate(s) or DRS Advices need not be endorsed. If such deposited share certificate(s) or DRS Advice(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

• (c) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying share certificate(s) or DRS Advice(s) or certificate(s) or DRS Advice(s) representing Wallbridge Shares are to be issued to a person other than the registered owner(s):

  • (i) such deposited share certificate(s) or DRS Advice(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

  • (ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the share certificate(s) or DRS Advice(s) and must be guaranteed as noted in paragraph 3 below of these Instructions.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Balmoral Shares, or if the Arrangement is not completed and the accompanying share certificate(s) or DRS Advice(s) is to be returned to a person other than such registered owner(s), or sent to an address other than the address of the registered owner(s) as shown on the registers of the Transfer Agent, or if the Wallbridge Shares are to be issued in a name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (see below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An “Eligible Institution” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority, Inc. or banks and trust companies in the United States.

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4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Balmoral or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5.

Delivery Instructions

All share certificate(s) or DRS Advice(s) to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box A and delivered to the address indicated in Box A (unless another name and/or address has been provided in Box B). Due to the current COVID-19 pandemic situation, pick-up at the offices of the Depositary will not be available from the Effective Date until the time the offices of the Depositary are re-opened to the public. If neither Box A nor Box B is completed, any new certificate(s) or DRS Advice(s) issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and, unless Box C is completed, will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of Balmoral. Any share certificate(s) or DRS Advice(s) mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6.

Lost Certificates

If a share certificate representing Balmoral Shares has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary and/or the Transfer Agent will respond with replacement requirements (which may include bonding requirement) for payment of the consideration in accordance with the Arrangement.

7.

Return of Certificates

If the Arrangement does not proceed for any reason, any share certificate(s) or DRS Advice(s) for Balmoral Shares received by the Depositary will be returned to you forthwith in accordance with the delivery instructions given pursuant to Box A, Box B or Box C, as applicable, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Balmoral.

8. Miscellaneous

• (a) If the space on this Letter of Transmittal is insufficient to list all share certificates or DRS Advices for Balmoral Shares, additional share certificate or DRS Advice numbers and number of Balmoral Shares may be included on a separate signed list affixed to this Letter of Transmittal.

• (b) If Balmoral Shares are registered in different forms (e.g., “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.

• (c) No alternative, conditional or contingent deposits of Balmoral Shares will be accepted and no fractional Wallbridge Shares will be issued. Additional copies of the Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.

• (d) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

• (e) Before completing this Letter of Transmittal, you are urged to read the accompanying Circular and discuss any questions with financial, legal and/or tax advisors.

9.

Privacy Notice

TSX Trust Company, the Depositary, is committed to protecting your personal information. In the course of providing services to you and its corporate clients, the Depositary receives non-public personal information about you – from transactions they perform for you, forms you send to them, other communications they have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer your account, to better serve your and its clients’ needs and for other lawful purposes relating to its services. The Depositary has prepared a privacy code to tell you more about its information practices and how your privacy is protected. It is available by writing to the Depositary at 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Chief Compliance Officer. TSX Trust Company will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above.

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The Depositary is:

TSX Trust Company

By Registered Mail, Mail, or Courier

Toronto

301 - 100 Adelaide Street West Toronto, Ontario M5H 4H1 Attention: Corporate Actions

Inquiries

North American Toll Free: 1-866-600-5869 Telephone: 416-342-1091 Facsimile: 416-361-0470 E-Mail: TMXEInvestorServices@tmx.com

Any questions and requests for assistance may be directed by Balmoral Shareholders to the Depositary at the telephone number and email set out above.