Blackhawk Growth Corp. — Proxy Solicitation & Information Statement 2020

Jan 31, 2020

BLACKHAWK RESOURCE CORP.

Form of Proxy – Special Meeting to be held on February 21, 2020

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Stock Exchange Tower 1230, 300 5[th] Ave SW Calgary, Alberta T2P 3C4

Appointment of Proxyholder Print the name of the person you are appointing if this person I/We being the undersigned holder(s) of Blackhawk Resource Corp. hereby appoints is someone other than the Management Nominees listed herein: Frederick Pels , or failing him, Marc Lowenstein , or failing him, Sam Cole OR

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 all other matters that may properly come before the Special Meeting of Blackhawk Resource Corp. to be held at Suite 3810, Bankers Hall West, 888 – 3[rd] Street SW, Calgary, Alberta on February 21, 2020 at 11:00 a.m. (Calgary time) or at any adjournment thereof.

1. Approval of Continuance from Alberta to British Columbia For Against To consider and, if thought advisable, to pass, with or without modification, a special resolution for the approval of the continuance of the Company from the Province of Alberta to the Province of British Columbia 2. Name Change For Against To consider and, if thought advisable, to pass, with or without modification, a special resolution authorizing the Company to change its name from “Blackhawk Resource Corp.” to “Blackhawk Growth Corp.”, or to such other name as the board of directors deems appropriate and as may be approved by the regulatory authorities. Signature(s): Date 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 MM / DD / YY revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 11:00 a.m., (Calgary time), on Wednesday, February 19, 2020

Notes to Proxy

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 Annual Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder 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 registered owners must sign this proxy 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 proxy with signing capacity stated.

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

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

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

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

To Vote Your Proxy Online please visit:

http://odysseytrust.com/Transfer-Agent/Login and click

on . You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

Shareholder Address and Control Number Here

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 info@odysseytrust.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.